Exhibit 10.2
DUCK CREEK TECHNOLOGIES, INC.
2020 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement (this “Restricted Stock Award Agreement”), dated as of __________________, 20___ (the “Date of Grant”), is made by and between Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Duck Creek Technologies, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
IF 2= 1 "" "2" 5
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER (THE “RESTRICTIONS”) AS SET FORTH IN THE DUCK CREEK TECHNOLOGIES, INC. 2020 OMNIBUS INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND DUCK CREEK TECHNOLOGIES, INC., COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT AND SHALL RESULT IN THE FORFEITURE OF SUCH SHARES AS PROVIDED BY SUCH PLAN AND RESTRICTED STOCK AWARD AGREEMENT.
IF 3= 1 "" "3" 5
IF 4= 1 "" "4" 5
“Business” means the business of selling policy, billing, claims and/or reinsurance management software or services to property and casualty insurance companies.
“Competitor” shall mean any person or entity that engages in or is preparing to engage in the Business.
“Restricted Area” shall mean the geographical areas in which the Company Entities (i) are then, or, for purposes of Participant’s post-employment non-competition obligations, as of the last day of Participant’s employment with the Company Entities, actively marketing their products and services or (ii) have made a significant investment in time and money to prepare to market their products and services within the then-immediately preceding one (1)-year period ending no later than the last day of Participant’s employment with the Company Entities.
[Signature Pages Follow]
IF 5= 1 "" "5" 5
IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Award Agreement as of the date set forth above.
DUCK CREEK TECHNOLOGIES, INC.
By: ____________________ _______
Print Name: ______________ _______
Title: ____________________ ______
[Signature Page to Restricted Stock Award Agreement]
The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Restricted Stock Award Agreement.
PARTICIPANT
Signature: ____________________
Print Name: ____________________
Address: ____________________
____________________
____________________
[Signature Page to Restricted Stock Award Agreement]
ELECTION TO INCLUDE RESTRICTED STOCK IN GROSS INCOME
UNDER §83(b) OF THE INTERNAL REVENUE CODE
The undersigned was granted shares of Restricted Stock (as defined below) of Duck Creek Technologies, Inc., a Delaware corporation (the “Company”) on _______________, 20__ (the “Date of Grant”). The undersigned hereby makes an election, pursuant to §83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation §1.83-2, to include in gross income for the 20__ taxable year the excess, if any, of the fair market value of the shares of Restricted Stock on the Date of Grant (as set forth in paragraph 6 below) over the amount, if any, paid for such property (as set forth in paragraph 7 below).
The following information is supplied in accordance with Treasury Regulation §1.83-2(e):
1. The name, address and social security number of the undersigned and the undersigned’s spouse:
Name: | _________________________________ |
Address: | _________________________________ |
SSN: | _________________________________ |
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Spouse’s Name: | _________________________________ |
Address: | _________________________________ |
SSN: | _________________________________ |
2. A description of the property with respect to which the election is being made: _________ restricted shares of Class A common stock, $0.01 par value per share, of the Company (the “Restricted Stock”).
3. The date on which the property was transferred: the Date of Grant.
4. The taxable year for which such election is being made: Calendar Year 20__.
5. The restrictions to which the property is subject: The property is subject to forfeiture under the terms of a restricted stock award agreement between the undersigned and the Company, and may not be transferred prior to vesting.
6. The aggregate fair market value on the Date of Grant of the shares of Restricted Stock, determined without regard to any lapse restrictions: $______________.
7. The amount, if any, paid for such property: $0.00.
8. A copy of this election has been furnished to the Secretary of the Company pursuant to Treasury Regulation §1.83-2(e)(7).
[Signature Page Follows]
The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner of the Internal Revenue Service.
Signature __________________________
Print Name: __________________________
Dated: ________________, 20__
In order to make an election under §83(b) of the Code, this election form must be executed by the elector within thirty (30) days after the Date of Grant. One copy of this form should be submitted to the Secretary of the Company and a second copy should be filed within thirty (30) days after the Date of Grant with the Internal Revenue Service Center with which the elector normally files the elector’s federal income tax return.