BRCD » Topics » Form of Stock Plan Option and Stock Plan RSU

This excerpt taken from the BRCD 8-K filed Apr 27, 2009.

Form of Stock Plan Option and Stock Plan RSU

On April 24, 2009, the Compensation Committee (the “Committee”) of the Board approved a form of stock option and a form of restricted stock unit for use under the Stock Plan (the “Stock Plan Option” and “Stock Plan RSU”).

Form of Stock Plan Option.

General

The terms of the form of Stock Plan Option provide for the grant of a right to purchase a number of shares of Company common stock subject to a vesting schedule. The participant must pay a purchase price per share equal to no less than 100% of the fair market value of a share of Company common stock on the date of grant. No shares will be issued unless and until the participant has made satisfactory arrangements to cover applicable tax withholdings.

Vesting; Expiration. Shares subject to a stock option vest pursuant to a vesting schedule determined by the Administrator and generally require the participant to continue as a service provider through the relevant vesting date. The stock options generally expire no later than seven


years after the grant date, but may have shorter expiration periods if set forth in an individual stock option agreement. Stock options that have not vested upon the participant’s termination of service with the Company generally will be forfeited at no cost to the Company.

Stockholder Rights. A stock option recipient generally will not have any of the rights of a Company stockholder until shares of Company common stock are issued on the exercise of the stock option.

The description of the Stock Plan Option set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Stock Plan Option attached hereto as Exhibit 10.2 and incorporated herein by reference in its entirety.

Form of Stock Plan RSU

General Terms. The terms of the form of Stock Plan RSU provide for the grant of a number of restricted stock units, which will be paid out in shares of Company common stock once the applicable vesting criteria have been met. No monetary payment is required in exchange for an award of restricted stock units pursuant to the form. The consideration for the restricted stock units is payable in the form of services to the Company. No shares will be issued unless and until the participant has made satisfactory arrangements to cover applicable tax withholdings. If no arrangements have been made in advance, the Company automatically will withhold shares that would have otherwise been issued with an aggregate value equal to the applicable tax withholdings.

Vesting; Expiration. Restricted stock units vest as determined by the Administrator and generally require the participant to continue as a service provider through the relevant vesting date(s). Restricted stock units that have not vested upon the participant’s termination of service with the Company generally will be forfeited at no cost to the Company.

Stockholder Rights. A restricted stock unit recipient generally will not have any of the rights or privileges of a Company stockholder until shares of Company common stock are issued in respect of the restricted stock unit in accordance with vesting criteria.

The description of the form of Stock Plan RSU set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Stock Plan RSU attached hereto as Exhibit 10.3 and incorporated herein by reference in its entirety.

 

Item 8.01. Other Events

At the 2009 Annual Meeting, the stockholders of the Company approved the Company’s 2009 Director Plan and 2009 Employee Stock Purchase Plan. These plans are attached hereto as Exhibits 10.4 and 10.5 and are incorporated herein by reference into Item 8.01 of this Current Report on Form 8-K.


Item 9.01. Financial Statements and Exhibits
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