N » Topics » NOTICE OF GRANT OF RESTRICTED STOCK UNITS

These excerpts taken from the N 10-Q filed Aug 13, 2008.

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

Unless otherwise defined herein, the terms defined in the 2007 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of Restricted Stock Units (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A (together, the “Agreement”).

 

Participant:   

%%FIRST_NAME%-% %%MIDDLE_NAME%-%

%%LAST_NAME%-%

Address:   

%%ADDRES_LINE_1%-%

%%ADDRES_LINE_2%-%

%%ADDRES_LINE_3%-%

%%CITY%-%, %%STATE%-% %%ZIPCODE%-%

 

%%COUNTRY%-%

Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Agreement, as follows:

 

Grant Number    %%OPTION_NUMBER%-%
Date of Grant    %%OPTION_DATE,’MM/DD/YYYY’%-%
Vesting Commencement Date    %%VEST_BASE_DATE%-%
Number of Restricted Stock Units    %%TOTAL_SHARES_GRANTED,’999,999,999’%-%

Vesting Schedule:

Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Unit will vest in accordance with the following schedule:

 

Number of Shares

Vesting on Vesting Date

  

Vesting Date/Frequency

%%SHARES_ PERIOD1,’999,999,999’%-%

%%SHARES_ PERIOD2,’999,999,999’%-%

  

%%VEST_DATE_PERIOD1,’Month DD, YYYY’%-%

%%VEST_TYPE_PERIOD2%-%

 

-1-


OR

[INSERT VESTING SCHEDULE]

In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in a Restricted Stock Unit, such Restricted Stock Unit and Participant’s right to acquire any Shares thereunder will immediately terminate.

Further, notwithstanding any terms or conditions of the Plan or this Agreement to the contrary, in the event of termination of Participant’s relationship as a Service Provider, Participant’s right to vest in Restricted Stock Units under the Plan, if any, will terminate effective as of the date that Participant is no longer actively providing service to the Company or a Subsidiary or Parent of the Company and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of Participant’s relationship as a Service Provider (whether or not in breach of local labor laws), Participant’s right to receive Shares pursuant to the Restricted Stock Units after such termination, if any, will be measured by the date of termination of Participant’s active Service Provider relationship and will not be extended by any notice period mandated under local law; the Administrator shall have the exclusive discretion to determine when Participant is no longer in an active Service Provider relationship for purposes of the Restricted Stock Units.

Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Agreement. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Agreement and fully understands all provisions of the Plan and Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated above.

Participant acknowledges and agrees that by clicking the “ACCEPT” button on the E*TRADE on-line grant agreement response page, it will act as Participant’s electronic signature to this Agreement and will constitute Participant’s acceptance of and agreement with all of the terms and conditions of the Restricted Stock Units, as set forth in the Agreement and the Plan.

NETSUITE INC.                                

 

-2-


NOTICE OF GRANT OF RESTRICTED STOCK UNITS

Unless otherwise defined herein, the terms defined in the 2008 Restricted Stock Unit Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of Restricted Stock Units (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A (together, the “Agreement”).

 

Participant:

       

Address:

       
       

The Company has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NetSuite, Inc., Merger Sub, the Securityholder Representative and the Escrow Agent (each as defined in the Merger Agreement), whereby the Company will become a wholly owned subsidiary of NetSuite, Inc. (the “Merger”). In connection with the transactions contemplated under the Merger Agreement, Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Agreement, and contingent upon the closing of the Merger as follows:

 

Grant Number:

       

Date of Grant:

       

Number of Restricted Stock Units:

       

Vesting Schedule:

Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule:

In the event that the Merger is consummated, then 25% of the Restricted Stock Units shall vest on November 15, 2008, and as to the remaining Restricted Stock Units 12.5% of the Restricted Stock Units shall vest on each three-month anniversary thereafter, subject, with respect to any vesting date, to Participant continuing to be a Service Provider through such date. In the event that the Merger Agreement terminates by its terms or the Merger is not otherwise consummated, all Restricted Stock Units shall immediately expire, and Participant’s right to acquire any Shares thereunder will immediately terminate.


In the event Participant ceases to be a Service Provider for any reason, other than a termination without Cause, before Participant vests in a Restricted Stock Unit, such Restricted Stock Unit and Participant’s right to acquire any Shares thereunder will immediately terminate.

Notwithstanding the foregoing, in the event the Company (or its Subsidiary employing Participant) terminates Participant’s employment with the Company (or its Subsidiary employing Participant) without Cause, a number of Restricted Stock Units will immediately vest upon such termination equal to (i) 4.166% of the number of Restricted Stock Units subject to this Award multiplied by the number of full months that elapse from the most recent quarterly vesting date prior to the date of such termination through the date of such termination, and (ii) 50% of the unvested Restricted Stock Units then subject to this Award after taking into account the number of units that vest pursuant to clause (i). The foregoing vesting acceleration will in all cases be subject to Participant signing and not revoking a separation agreement and release of claims in a form reasonably acceptable to the Company acting in good faith and that becomes effective no later than March 15 of the calendar year following the calendar year during which such termination occurs (it being understood that no Shares will be issued with respect to the portion of this Award that vests pursuant to this paragraph until the later of such termination or the effectiveness of the separation agreement and release of claims).

For purposes of this Agreement, “Cause” means (i) Participant’s failure to devote sufficient time and effort to the performance of his or her duties; (ii) Participant’s continued failure to perform Participant’s employment duties, (iii) Participant’s repeated unexplained or unjustified absences from the Company or its Subsidiary employing Participant; (iv) Participant’s material and willful violation of any federal or state law which if made public would injure the business or reputation of the Company or its Subsidiary employing Participant; (v) Participant’s refusal or willful failure to act in accordance with any specific lawful direction or order of the Company or its Subsidiary employing Participant or stated written policy of the Company; (vi) Participant’s commission of any act of fraud with respect to the Company or any of its affiliates; or (vii) Participant’s conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude causing material harm to the standing and reputation of the Company or its affiliates, in each case as reasonably determined by the Company or the Board). The Company may not terminate Participant’s employment under clause (i), (ii), or (iii) above unless it (or its Subsidiary employing the Participant) (1) provides Participant with a written notice that specifically sets forth the factual basis to support the Company’s right to terminate Participant’s employment under clause (i), (ii), or (iii) above, and (2) permits Participant to cure such failure, to the Company’s satisfaction, within 10 business days after receiving such notice.

Further, after giving effect to any applicable acceleration of vesting provided above and notwithstanding any other terms or conditions of the Plan or this Agreement to the contrary, in the event of termination of Participant’s relationship as a Service Provider, Participant’s right to vest in Restricted Stock Units under the Plan, if any, will terminate effective as of the date that Participant is no longer actively providing service to the Company or a Subsidiary or Parent of the Company and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to

 

-2-


local law); furthermore, in the event of termination of Participant’s relationship as a Service Provider (whether or not in breach of local labor laws), Participant’s right to receive Shares pursuant to the Restricted Stock Units after such termination, if any, will be measured by the date of termination of Participant’s active Service Provider relationship and will not be extended by any notice period mandated under local law; the Administrator shall have the exclusive discretion to determine when Participant is no longer in an active Service Provider relationship for purposes of the Restricted Stock Units.

Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Agreement. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Agreement and fully understands all provisions of the Plan and Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated above.

Participant acknowledges and agrees that by clicking the “ACCEPT” button on the E*TRADE on-line grant agreement response page, it will act as Participant’s electronic signature to this Agreement and will constitute Participant’s acceptance of and agreement with all of the terms and conditions of the Restricted Stock Units, as set forth in the Agreement and the Plan.

OPENAIR, INC.

 

-3-


EXCERPTS ON THIS PAGE:

10-Q (2 sections)
Aug 13, 2008

RELATED TOPICS for N:

"NOTICE OF GRANT OF RESTRICTED STOCK UNITS" elsewhere:

Extreme Networks (EXTR)
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki