Amber Road, Inc. (Form: 8-K, Received: 02/25/2015 17:28:35)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2015

A MBER R OAD , I NC .

(Exact name of Registrant as specified in its charter)


Delaware	001-36360	22-2590301
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

One Meadowlands Plaza

East Rutherford, New Jersey 07073

(Address of principal executive offices)

Registrant’s telephone number: (201) 935-8588

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On February 19, 2015, the Compensation Committee (the “Committee”) of the Board of Directors of Amber Road, Inc. (the “Company”) considered and approved, for the Company’s executive officers named below: (1) cash bonuses (“Cash Bonus”) for performance during 2014 under its short-term incentive program; (2) the granting of certain stock options (“Stock Option Grants”); (3) the granting of performance shares in connection with the Company’s 2015 long-term incentive program (“2015 LTIP”) and (4) the establishment of performance targets in connection with the Company’s short-term incentive program for 2015 (“2015 Performance Targets”). Each of the Cash Bonus, Stock Option Grants, 2015 LTIP and 2015 Performance Targets was established pursuant to, and in accordance with, the Company’s 2012 Omnibus Incentive Compensation Plan, as amended (the “2012 Plan”).

Cash Bonus

On February 19, 2015, the Committee approved cash bonuses to be paid to the Company’s executive officers named below. The bonuses related to the Company’s performance during 2014 under the Company’s short-term incentive program. The bonuses to be paid under the 2012 Plan to these executive officers are as follows:


Name	Title	Amount of Bonus
James W. Preuninger	Chief Executive Officer	$	420,081
Nathan Pieri	Chief Product Officer	$	79,098	(1)
Thomas E. Conway	Chief Financial Officer	$	148,461

(1)	Reflects the portion of 2014 in which he was employed by the Company.

Stock Option Grants

Also on February 19, 2015 the Committee granted equity awards under the 2012 Plan in the form of stock options to the Company’s executive officers named below (collectively, the “Named Executive Officers”), as follows:


Name	Title	Stock Options
James W. Preuninger	Chief Executive Officer		207,500
Nathan Pieri	Chief Product Officer		80,000
Thomas E. Conway	Chief Financial Officer		78,750
Albert C. Cooke III	Vice President, Global Sales		68,000

Each stock option represents the right to acquire one share of common stock, par value $0.001 (“Common Stock”), at an exercise price of $8.08 per share, the closing price per share for the Common Stock on the NYSE on February 19, 2015. The option shares become vested and exercisable based on the passage of time according to the following vesting schedule: 25% of the

options shall vest on the one-year anniversary of the date of grant, and 6.25% at the end of each three-month period thereafter. In addition, in the event the option grantee’s service with the Company is terminated by the Company without cause or by the grantee for good reason within one year following a change of control, 100% of the remaining unvested option shares become vested and exercisable in accordance with the terms of the 2012 Plan. No shareholder rights attach to grants of stock options until the underlying shares are issued.

The foregoing summary of the stock option grants is qualified in its entirety by reference to the Form of the 2015 Stock Option Award Certificate attached to this Current Report on Form 8-K as Exhibit 10.1, and incorporated herein by reference.

2015 LTIP

Also on February 19, 2015, the Committee granted equity awards in the form of performance shares in connection with its 2015 LTIP under the 2012 Plan for the Company’s executives, including its Named Executive Officers, as follows:


Name	Title	LTIP Grant of Performance Shares (1)
James W. Preuninger	Chief Executive Officer		93,375
Nathan Pieri	Chief Product Officer		36,000
Thomas E. Conway	Chief Financial Officer		35,438
Albert C. Cooke III	Vice President, Global Sales		30,600

(1)	Assumes 100% attainment of performance goals

Performance shares entitle a grantee to a certain number of shares of Common Stock, conditioned upon the fulfillment of performance conditions and other restrictions as specified by the Committee and reflected in the applicable award certificate, which are at the discretion of the Committee. Achievement of the 2015 performance share award will be determined on the basis of a target amount of revenue of the Company for the fiscal year ending December 31, 2017 (the “Revenue CAGR”), by reference to a stated revenue target that reflects a compound annual revenue growth rate for the three-year period ending on such date. The grantees will earn the performance shares only if the Company’s threshold performance level for the Revenue CAGR is fulfilled in 2017. If the Company achieves the threshold performance level for Revenue CAGR, then grantees will earn performance shares on a performance matrix that provides that 50% of the awarded performance shares are earned for threshold performance 100% of the awarded performance shares are earned for target performance and 120% of performance shares are earned for performance at or above the maximum level based on the actual performance of the Company against the performance goals. If the performance of the Revenue CAGR falls between the specified percentage ranges set forth in the performance matrix, the Committee will determine the award percentage earned by linear interpolation and rounded down to the nearest whole share.

If earned, grants of performance shares will cliff-vest in 2018, following the filing of the Company’s annual report on Form 10-K for the year ending December 31, 2017, subject to the grantee being an employee of the Company on the date the Committee approves the issuance of the award. The grant of performance shares are subject to certain other restrictions as specified by the Committee and reflected in the applicable award certificate, which are at the discretion of the Committee. No shareholder rights attach to grants under the 2015 LTIP until the underlying shares are issued.

The foregoing summary of the performance share awards is qualified in its entirety by reference to the Form of the 2015 Performance Share Award Certificate attached to this Current Report on Form 8-K as Exhibit 10.2, and incorporated herein by reference.

2015 Performance Targets

Also, on February 19, 2015, the Committee established 2015 award eligibility and performance targets for the Named Executive Officers as part of the Company’s short-term incentive program under the 2012 Plan. The Company’s short-term incentive program focuses on achievement of certain targets of total revenues, new subscription revenue, adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITA”), and individual management by objective (“MBO”) goals (other than for the Chief Executive Officer (“CEO”)).

Under the 2015 short-term incentive program, individual plan participants are eligible to receive incentive compensation based on a target percentage of their base salary. The amount payable is determined based upon the percentage achievement of the financial, strategic and MBO goals established for the annual plan period; subject to certain adjustments for total revenues if 90-99% of the goals are met; for new subscription revenues if 80-99% of the goals are met, and for Adjusted EBITDA if 80-99% of the goals are met. No adjustments will be made with respect to MBO goals, but the Company’s CEO will have the discretion to recommend partial payment to the Committee.

The Company must achieve its total revenue, new subscription revenue and adjusted EBITDA goals at 90%, 80% and 80%, respectively, for a payout in relation to such goal to be available. Payouts for the attainment of goals for total revenue, new subscription revenue, Adjusted EBITDA and individual MBOs are capped at 120%, 150%, 150% and 100%, respectively; with maximum award payouts of 200%, 200%, 200% and 100%, respectively. The target award amount applicable to each of the Named Executive Officers is set forth in the table below:


Name	Title	Target Award Amount (% of base salary)
James W. Preuninger	Chief Executive Officer		100	%
Nathan Pieri	Chief Product Officer		50	%
Thomas E. Conway	Chief Financial Officer		50.16	%
Albert C. Cooke III(1)	Vice President, Global Sales		17.02	%

(1)	Albert C. Cooke III has a separate 2015 short-term incentive program based on sales commissions.

Distribution of the funded incentive pool to executives depends upon each executive’s performance against his or her individual metrics established by the Committee for 2015 under the 2012 Plan. In no event will the aggregate bonuses paid to all plan participants exceed the amount of the funded incentive pool.

In order to be entitled to any payment under the 2015 short-term incentive program, the executive must be an employee of the Company on the date of payment, except to the extent otherwise provided by the Company. If the executive’s employment with the Company is terminated for any reason prior to the payment date, the executive will not be eligible for a cash bonus for the applicable performance period, and the executive will forfeit all rights to such payment except to the extent otherwise provided by the Company.

The Company reserves the right at any time during the applicable performance period to: (1) amend or terminate the 2012 Plan in whole or in part, (2) revoke any eligible executive’s right to participate in the 2012 Plan and (3) make adjustments to targets and payouts subject to the terms of the 2012 Plan.

In accordance with the 2012 Plan, the Committee has determined to settle the above short term incentive grants, if paid, in cash.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits:


Exhibit No.		Description

10.1		Form of the 2015 Stock Option Award Certificate

10.2		Form of the 2015 Performance Share Award Certificate

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 25, 2015


A MBER R OAD , I NC .

By:		/s/ James W. Preuninger
		James W. Preuninger
		Chief Executive Officer

Exhibit Index


Exhibit No.		Description

10.1		Form of the 2015 Stock Option Award Certificate

10.2		Form of the 2015 Performance Share Award Certificate

Exhibit 10.1

AMBER ROAD, INC.

2012 Omnibus Incentive Compensation Plan

Stock Option Award Certificate

Amber Road, Inc., a Delaware corporation (the “Company”), hereby awards this Stock Option Certificate (the “Award Certificate”) to [ ] (the “Grantee”), as of [ ] (the “Date of Grant”). This Award Certificate is issued pursuant to the terms of the Company’s 2012 Omnibus Incentive Compensation Plan, as amended (the “Plan”). The applicable terms of the Plan are incorporated herein by reference, including the definition of terms contained in the Plan (unless any such term is otherwise defined herein).

1 .

Stock Option Award . The Company grants to the Grantee, on the terms and conditions hereinafter set forth, an option (the “Option”) with respect to [ ] shares of the Company’s Common Stock (the “Option Shares”). The Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code to the maximum extent permitted by law. To the extent that any portion of the Option shall not satisfy the requirements of such section, such Option shall not be treated as an Incentive Stock Option and shall instead be treated as a Nonqualified Stock Option under the Plan.

2 .

Exercise Price . The exercise price per share of the Option Shares shall be [$ ] per share.

3 .

Vesting of Stock Option . Subject to Sections 5 and 6 hereof, the Option Shares shall become vested and exercisable based on the passage of time according to the following vesting schedule: 25% of granted options commensurate with the one-year anniversary of [the Date of Grant][Grantee’s employment commencement date] which is [ ], and 6.25% at the end of each three-month period thereafter.

4 .

Option Term . Option Shares that become exercisable pursuant to Section 3 or Section 6 hereof may be purchased at any time during the Option Term. For purposes hereof, the “Option Term” shall commence on the Date of Grant and shall expire on the tenth anniversary thereof, unless earlier terminated upon the Grantee’s termination from service as an employee or consultant as provided in Section 5 hereof. Upon the expiration of the Option Term, any unexercised Option Shares shall be cancelled and shall be of no further force or effect.

5 .

Termination of Service . If Grantee’s service as an employee or consultant of the Company is terminated for any reason prior to the occurrence of any otherwise applicable vesting date or event provided in Section 3 or Section 6 hereof, the Grantee shall (i) forfeit his interest in any Option Shares that have not yet become vested, which shall be cancelled and be of no further force or effect, and (ii) retain the right to exercise any Option Shares that have previously become vested until the expiration of 90 days after the effective date of such termination of service or, in the event such termination of service is as a result of death or permanent and total disability (within the meaning of Section 22(e)(3) of the Code), until the expiration of one year after the date of termination; provided , however , that in the event of termination of service or employment of the Grantee for Cause (as defined hereafter), the Grantee’s right to exercise any unexercised portion of the Option shall immediately terminate and all rights thereunder shall cease. Notwithstanding the foregoing, to the extent that this Option is exercised more than 3 months after the Grantee ceases to be an employee of the Company or any Subsidiary Corporation for any reason other death or permanent and total disability, this Option shall no longer qualify as an Incentive Stock Option under Section 422 of the Code.

6 .

Accelerated Vesting . [Use the following paragraph if the Grantee is subject to a Change in Control Agreement.] In the event that the Grantee’s employment with the Company is terminated by the Company without Cause (as defined in the Change in Control Agreement between the Company and the Grantee dated [ ] (the “Change in Control Agreement”)) or by the Grantee for Good Reason (as defined in the Change in Control Agreement) in either case within 12 months following a Change in Control (as defined in the Change in Control Agreement) of the Company, 100% of the remaining unvested Option Shares shall vest and become exercisable in accordance with and subject to the terms of the Change in Control Agreement (including, without limitation, the condition set forth in Section 4(a) thereof that the Grantee waive and release claims against the Company).

[Use the following if the Grantee is NOT subject to a Change in Control Agreement] In the event that the Grantee’s employment with the Company is terminated by the Company without Cause (as herein defined) or by the Grantee for Good Reason (as herein defined) within 12 months following a Change in Control (as hereinafter) of the Company, 100% of the remaining unvested Option Shares shall vest and become exercisable; subject to the Grantee signing and not revoking a release of claims agreement in a form reasonably acceptable to the Company, and such release becoming effective and irrevocable within sixty (60) days of the Grantee’s termination or such earlier deadline required by the release (such deadline, the “Release Deadline”). No Options granted herein will vest and become exercisable in accordance with the terms of this Section unless and until the release becomes effective and irrevocable on or before the Release Deadline.

The following terms shall have the following meaning for purposes of this Section,

(a)

“ Cause ” means”

(i)

The Grantee’s willful and continued failure to perform the duties and responsibilities of his or her position (other than as a result of illness or injury);

(ii)

Any material act of personal dishonesty taken by Grantee in connection with his responsibilities as an employee of the Company with the intention that such action may result in the substantial personal enrichment of the Grantee;

(iii)

the Grantee’s conviction of, or plea of nolo contendere to, a felony that the Company’s Chief Executive Officer reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business; or

(iv)

A material breach of any agreement by and between the Grantee and the Company which material breach has not been cured within fifteen days following receipt by the Grantee of written notice from the Company identifying such material breach.

(b)

“ Change in Control ” of the Company shall occur on:

(i)

the date that any one person (or more than one person acting as a group) acquires (or has acquired during the 12-month period

ending on the date of the most recent acquisition by such person or group) assets from the Company that have a total gross fair market value equal to or more than 80 percent of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions (as determined in accordance with Section 1.409A-3(i)(5)(vii) of the regulations issued under Section 409A of the Code (the “Treasury Regulations”)), or

(ii)

the date that any one person, or more than one person acting as a group, acquires ownership of stock of the Company (including by way of merger, consolidation or otherwise) that, together with stock of the Company previously held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company (as determined in accordance with Treasury Section 1.409A-3(i)(5)(v)).

Notwithstanding the foregoing, a Change in Control shall not include any transaction effected primarily for the purpose of financing the Company with cash (as determined by the Board acting in good faith and without regard to whether such transaction is effectuated by a merger, equity financing or otherwise) or for reincorporation purposes.

(c) “ Good Reason ” shall mean a material diminution in the Grantee’s responsibilities, duties or compensation or a relocation of the Grantee to a location more than 50 miles from the Company’s (or its subsidiary, as applicable) office to which the Grantee is then currently assigned.

Procedure for Exercise . The Option may be exercised, in whole or part (for the purchase of whole shares only), by delivery of a written notice in the form attached as Exhibit 1 (the “Notice”), along with payment in full of the exercise price set forth in Section 2 hereof, from the Grantee to the Company at the Company’s principal office, which Notice shall: (i) state the number of Option Shares being exercised; (ii) in the event that the Option shall be exercised by any person other than the Grantee pursuant to Section 11 hereof, include appropriate proof of the right of such person to exercise the Option; and (iii) comply with such further requirements consistent with the Plan as the Committee may from time to time prescribe.

Payment of Exercise Price . Payment of the exercise price shall be made in cash.

No Rights as Shareholder or Employee/Consultant .

(a)

The Grantee shall not have any privileges of a shareholder of the Company with respect to any Option Shares subject to (but not acquired upon valid exercise of) the Option, nor shall the Company have any obligation to issue any dividends or otherwise afford any rights to which shares of Common Stock are entitled with respect to any such Option Shares, until the date of the issuance to the Grantee of a stock certificate evidencing such shares.

(b)

Nothing in this Award Certificate or the Option shall confer upon the Grantee any right to continue as an employee or consultant of the Company or to interfere in any way with the right of the Company to terminate the Grantee’s employment or service at any time.

Adjustments . If at any time while the Option is outstanding, the number of outstanding shares of Common Stock is changed by reason of a reorganization, recapitalization, stock split or any of the other events described in Section 4.2(a) of the Plan, the number and kind of Option Shares and/or the exercise price of such Option Shares shall be adjusted in accordance with the provisions of the Plan.

11 .

Restriction on Transfer of Option . The Option may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Grantee, except by will or by the laws of descent and distribution. In the event the Grantee becomes legally incapacitated, the Option shall be exercisable by his legal guardian, committee or legal representative. If the Grantee dies, the Option shall thereafter be exercisable by the Grantee’s executors or administrators. The Option shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Option, shall be null and void and without effect.

12.

Notices . Any notice hereunder by the Grantee shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof at the Company’s office at One Meadowlands Plaza, East Rutherford, New Jersey 07073, or at such other address as the Company may designate by notice to the Grantee. Any notice hereunder by the Company shall be given to the Grantee in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Grantee may have on file with the Company.

13.

Construction . The construction of this Award Certificate is vested in the Committee, and the Committee’s construction shall be final and conclusive.

14 .

Governing Law . This Award Certificate shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the choice of law principles thereof.

IN WITNESS WHEREOF, AMBER ROAD, INC. has caused this Award Certificate to be executed by the undersigned duly authorized officer.


AMBER ROAD, INC.

By:
		Name:
		Title:

Exhibit 1 to Employee Stock Option Certificate

Amber Road, Inc.

One Meadowlands Plaza

East Rutherford, New Jersey 07073

Re:	Exercise of Stock Option

Gentlemen:

This letter is written pursuant to my Stock Option Award Certificate (the “Award Certificate”) dated from Amber Road, Inc. (the “Company”), as notice of my election to exercise the options granted pursuant to the Award Certificate.

I hereby notify you that I am exercising such portion of the stock options granted to me under the Award Certificate as represent shares of the common stock of the Company (the “Stock”) and wish to consummate the purchase on the date hereof. Pursuant to the Award Certificate, I am enclosing with this letter my check in the amount of $ in payment of the exercise price for the purchase of the Stock on the date hereof. Please notify me of any withholding requirements respecting the issuance of the Stock so that they may be appropriately satisfied.

I acknowledge that I have received, read and understood the 2012 Amber Road Omnibus Incentive Compensation Plan, as amended and the Award Certificate and agree to abide by and be bound by their terms and conditions. I hereby restate and reaffirm all of the representations and warranties made by me in the Award Certificate.

If I sell or otherwise dispose of any of the Stock acquired pursuant to the Award Certificate on or before the later of (i) the date two years after the date of grant, or (ii) the date one year after the date of exercise, I shall immediately notify the Company in writing of such disposition. I acknowledge and agree that I may be subject to income tax withholding by the Company on the compensation income recognized by me from the early disposition by payment in cash or out of the current earnings paid to me.

I understand that I may suffer adverse tax consequences as a result of my purchase or disposition of the Stock. I represent that I have consulted with any tax consultants I deem advisable in connection with the purchase or disposition of the Stock and that I am not relying on the Company for any tax advice.

Please issue to me a stock certificate for the Stock so purchased.

Very truly yours,

Exhibit 10.2

AMBER ROAD, INC.

2012 Omnibus Incentive Compensation Plan

Performance Shares Award Certificate

Amber Road, Inc., a Delaware corporation (the “Company”), hereby awards [ ] (the “Grantee”) [ ] performance shares (the “Performance Shares”) as of February 19, 2015 (the “Date of Grant”), subject to the terms and conditions set forth in this Performance Shares Award Certificate (the “Award Certificate”) and the Company’s 2012 Omnibus Incentive Compensation Plan.

General . The Performance Shares are granted to the Grantee under the Company’s 2012 Omnibus Incentive Compensation Plan, as amended and restated January 29, 2014 (the “Plan”). All of the applicable terms, conditions and other provisions of the Plan are incorporated by reference herein. Capitalized terms used in this Award Certificate but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this document and mandatory provisions of the Plan, the provisions of the Plan govern. This Award Certificate shall also be subject to the rules and regulations under the Plan adopted from time to time by the Committee and the decisions and determinations of the Committee shall be final and binding.

Nontransferability . The Grantee may not transfer the Performance Shares or any rights hereunder to any third party. Any purported transfer or encumbrance in violation of the provisions of this Section 2, shall be void ab initio , and the other party to any such purported transaction shall not obtain any rights to or interest in such Performance Shares.

Vesting and Forfeiture . Subject to paragraph 4 below, the percentage of the Grantee’s Performance Shares that vest (the “Vested Percentage”) will be the percentage indicated in the table below based on the total revenue of the Company on a consolidated basis for fiscal year 2017 if the Grantee remains in continuous employment with the Company (or any of its Affiliates) through the date the Committee certifies the total revenue for fiscal year 2017 and authorizes the issuance of Shares to the Grantee pursuant to this Award Certificate (the “Determination Date”). The Determination Date will not occur until after the Company releases its Form 10-K for fiscal year 2017.


Fiscal Year 2017 Total Revenue Achieved ($ millions)		Vested Percentage
$129.43 or more		120%
$117.66		100%
$105.89		50%
Less than $105.89		0%

Target performance of $117.66 million represents a 22% compound annual growth rate in total revenue over the Company’s total revenue for fiscal year 2014. If total revenue for fiscal year 2017 exceeds $117.66 million but is less than $129.43 million, or if total revenue for fiscal year 2017 exceeds $105.89 million but is less than $117.66 million, the Vested Percentage will determined by lineal interpolation. The Grantee will forfeit all of his Performance Shares and the Grantee will not be entitled to receive any Shares in settlement of such Performance Shares if the Grantee ceases to be employed by the Company or any of its Affiliates at any time prior to the Determination Date or if the Company’s total revenue for fiscal year 2017 is less than $105.89.

Adjustments . In addition to any adjustment to the number of Performance Shares pursuant to Section 4.2(a) of the Plan, in the event of any corporate acquisitions or dispositions by the Company or any of its subsidiaries (whether by means of a merger or consolidation, by purchase or sale of stock or assets or by spinoff or any similar transaction) that occurs after the Date of Grant (a “Corporate Transaction”), the Committee may, in its sole and absolute discretion, adjust the total revenue objectives or exclude revenues from any entity or

business acquired by the Company in a Corporate Transaction or otherwise increase or decrease the number of Shares issued upon settlement of the Performance Shares to reflect the impact that such Corporate Transaction may have on the Company’s total revenue for fiscal year 2017.

Settlement . On or as soon as practicable after the Determination Date, the Company shall settle the Phantom Shares granted herein by issuing to the Grantee the number of Shares equal to the number of Phantom Shares granted hereunder multiplied by the Grantee’s Vested Percentage, rounded down to the next whole Share.

Miscellaneous .

(a) Written Amendments . Any amendment to the Plan shall be deemed to be an amendment to this Award Certificate to the extent that the amendment is applicable hereto. This Award Certificate shall be binding upon the heirs, executors, administrators and successors of the Company and the Grantee. No amendment or alteration of this Award Agreement that may impose any additional obligation upon the Company shall be valid unless expressed in a written instrument duly executed in the name of the Company. Except as provided in paragraph 4, no amendment, alteration, suspension or termination of this Award Certificate that may materially impair the rights of the Grantee with respect to the Performance Shares shall be valid unless expressed in a written instrument executed by the Grantee.

(b) No Promise of Employment . Neither this Award Certificate nor the Performance Shares granted hereunder shall constitute or be evidence of any agreement or understanding, express or implied, that the Grantee has a right to continue as an employee of the Company or any Affiliate for any period of time, or at any particular rate of compensation.

(c) Governing Law . The validity, construction, and effect of this Award Certificate shall be determined in accordance with the laws (including those governing contracts) of the state of Delaware, without giving effect to principles of conflicts of laws, and applicable United States federal law.

(d) Unfunded Obligations . The grant of the Performance Shares and any provision for distribution of Shares in settlement of the Grantee’s Performance Shares granted hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in the Grantee any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for the Grantee. With respect to the Grantee’s entitlement to any distribution hereunder, the Grantee shall be a general creditor of the Company.

(e) Tax Withholding . The Grantee shall make such arrangements with the Company as may be necessary to satisfy applicable tax withholding obligations in accordance with Section 18.1(a) of the Plan.

(f) Shareholder Rights . The Grantee and any Beneficiary shall not have any rights with respect to Shares (including voting rights) covered by this Award Certificate prior to the settlement of the Performance Shares and distribution of the Shares as specified herein.

IN WITNESS WHEREOF, AMBER ROAD, INC. has caused this Award Certificate to be executed by the undersigned duly authorized officer.


AMBER ROAD, INC.

By:
		Name:
		Title: