MTM TECHNOLOGIES, INC. Restricted Stock Unit Award Agreement
EXHIBIT
10.19
Restricted
Stock Unit Award Agreement
MTM
Technologies, Inc., a New York corporation formerly known as
Micros-to-Mainframes Inc. (the “Company”), pursuant to Section 4.1 (f) of the
Micros-to-Mainframes, Inc. 2004 Equity Incentive Plan (the “Plan”), has granted
to <<First
Name>>
<<MI>>
<<Last
Name>>
(the “Grantee”) a total of <<Number
of Shares>>
restricted stock units (the “Units”) with respect to a total of
<<Number
of Shares>>
shares (the “Shares”) of the common stock, par value $0.001 per share (the
“Common Stock”), of the Company, on the terms and conditions set forth herein
and, in all respects subject to the terms and conditions of the Plan. The
date
of grant of the Units is <<Award Date>> (the “Date of
Grant”).
Unless
otherwise defined herein, capitalized terms defined in the Plan shall have
the
same defined meanings herein.
1.
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Units.
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The
Units
represent the Grantee’s right to receive the Shares on the vesting date of the
Units, subject to Xxxxxxx’s earlier forfeiture of the Units as provided herein
or under the Plan.
2.
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Anti-Dilution
Provisions.
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(a) If
there
is any stock dividend, stock split, or combination of shares of Common Stock,
the number and amount of Shares then subject to the Units and the Acceleration
Price (as defined herein) shall be proportionately and appropriately adjusted
as
determined by the Committee, whose determination shall be final, conclusive
and
binding upon Grantee and the Company.
(b) If
there
is any other change in the Common Stock, including a recapitalization,
reorganization, sale or exchange of assets, exchange of shares, offering
of
subscription rights, or a merger or consolidation, whether or not the Company
is
the surviving corporation, an adjustment, if any, shall be made in the number
and kind of shares that may be subject to the Units as the Board or Committee
may deem equitable, and whose determination shall be final, conclusive and
binding upon Grantee and the Company. Failure of the Board or the Committee
to
provide for an adjustment pursuant to this Section 2(b) prior to the effective
date of any Company action referred to herein shall be conclusive evidence
that
no adjustment is required in consequence of such action.
3.
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Non-Transferability.
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The
Units
shall not be transferable by Grantee other than by will or by the laws of
descent or distribution. The terms of this agreement shall be binding upon
Xxxxxxx’s executors, administrators, heirs, successors and assigns.
4.
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Certain
Rights Not Conferred by
Units.
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Grantee
shall not, by virtue of holding the Units, be entitled to any rights of a
shareholder of the Company, including the right to vote and to receive dividends
and other distributions with respect to the Shares subject to the Units,
until
delivery to Grantee of certificates representing the Shares in satisfaction
of
the Units.
5.
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Expenses.
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The
Company shall pay all original issue and transfer taxes with respect to the
issuance of the Shares pursuant hereto and all other fees and expenses
necessarily incurred by the Company in connection therewith.
6.
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Vesting
of Units.
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(a) Subject
to Section 6(b), the Units shall become vested as follows:
(i)
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On
the first anniversary of the Date of Grant, <<Vesting
Increment>> Units shall vest;
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(ii)
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On
the second anniversary of the Date of Grant <<Vesting
Increment>> Units shall vest (in addition to any Units vested
pursuant to subparagraph (a)(i) of this section
6);
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(iii)
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On
the third anniversary of the Date of Grant, <<Vesting
Increment>> Units shall vest (in addition to any Units vested
pursuant to subparagraphs (a)(i) and (a)(ii) of this section 6);
and
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(iv)
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On
the fourth anniversary of the Date of Grant, <<Vesting
Increment>> Units shall vest (in addition to any Units vested
pursuant to subparagraphs (a)(i), (a)(ii) and (a)(iii) of this
section
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(b) In
the
event of (x) Xxxxxxx’s termination for “cause”, (y) Xxxxxxx’s voluntary
termination of Xxxxxxx’s employment with the Company or (z) Grantee’s death or
Disability, the exercisability of the Units shall be subject to the provisions
of section 5.7 of the Plan.
7.
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Delivery
of Shares.
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(a) Upon
vesting of the Units pursuant to Section 6(a) and subject to Section 7(b),
the
Company shall register the Shares subject to the Units in the name of Grantee
and shall deliver certificates for such Shares, free of all restrictions,
except
any restrictions that may be imposed by law, to Grantee; provided that subject
to applicable law, including without limitation Section 409A of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder, Grantee
may
elect to defer the receipt of the Shares pursuant to procedures established
by
the Company; provided that such Grantee deferral election will not result
in
adverse federal income tax consequences to the Company.
(b) The
Company shall deliver no Shares pursuant to Section 7(a) until all laws,
rules
and regulations which the Committee may deem applicable have been complied
with.
(c) Grantee
shall not be considered a record holder of the Shares for any purpose until
the
date on which Xxxxxxx is actually recorded as the holder of such Shares in
the
records of the Company.
8.
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Acceptance
of the Terms and Conditions of the
Plan.
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The
acceptance by Grantee of this Restricted Stock Unit Award Agreement and the
Units shall constitute the acceptance of and agreement to all of the terms
and
conditions contained herein and in the Plan.
9.
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Continued
Employment.
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Nothing
herein shall be deemed to create any employment or guaranty of continued
employment or limit in any way the Company’s right to terminate Xxxxxxx’s
employment at any time.
10.
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Applicable
Law.
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The
validity, construction, interpretation, administration and effect of this
Restricted Stock Unit Award Agreement, and of the rules, regulations and
rights
under the Plan relating to this agreement, shall be governed by the substantive
laws, but not the choice of law rules, of the State of New
York.
MTM
TECHNOLOGIES. INC.
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By:
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Name:
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Title:
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XXXXXXX
ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS RESTRICTED STOCK UNIT AWARD
AGREEMENT, NOR IN THE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL
CONFER UPON GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT
BY THE
COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH XXXXXXX’S RIGHT OR THE COMPANY’S
RIGHT TO TERMINATE EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.
Xxxxxxx
acknowledges receipt of a copy of the Plan and certain information related
thereto and represents that Grantee is familiar with the terms and provisions
thereof, and hereby accepts the Units subject to all of the terms and provisions
thereof. Xxxxxxx has reviewed the Plan and this agreement in their entirety,
has
had an opportunity to obtain the advice of counsel prior to executing this
agreement and fully understands all of the terms and provisions of the Units
and
this agreement. Grantee hereby agrees to accept as binding, conclusive and
final
all decisions or interpretations of the Committee upon any questions arising
under the Plan. Xxxxxxx further agrees to notify the Company upon any change
in
the residence address indicated below.
Accepted
and agreed by Xxxxxxx
as
of the
Date of Grant:
By:
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Name:
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<<First
Name>> <<MI>> <<Last
Name>>
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Address:
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<<Street
Address>>
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<<City
State, Zip>>
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