FORM OF RESTRICTED STOCK UNIT AGREEMENT g8wave Holdings, Inc. 2007 Equity Incentive Plan
g8wave
Holdings, Inc.
2007
Equity Incentive Plan
g8wave
Holdings, Inc. (the
“Company”) hereby awards to the Awardee, and the Awardee hereby accepts, the
Number of Stock Units set for below (the “Stock Units”) pursuant to the
Company’s 2007 Equity Incentive Plan (the “Plan”) and upon the terms and
conditions below. A copy of the Plan is attached hereto and is incorporated
herein in its entirety by reference.
| 1. |
Identifying
Provisions.
As
used in this Agreement, the following terms shall have the following
respective meanings:
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| (a) |
Awardee:
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| (b) |
Date
of Award:
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| (c) |
Number
of Stock Units:
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| 2. |
Vesting
Schedule.
Subject to the provisions below, on each date set forth below the
Number
of Stock Units indicated for each date shall become vested (i.e.
nonforfeitable), provided that the Awardee is employed by or performing
other services for the Company on that
date:
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Date:
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Number
of Stock Units Vesting on Date:
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(a)
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(b)
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(c)
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(d)
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| 3. |
Forfeiture.
In
the event that the Awardee’s employment or other service relationship with
the Company terminates before all of the Stock Units have become
vested
(except to the extent provided in the Plan or otherwise provided
herein),
all unvested Stock Units will be forfeited to the Company automatically
and without notice or payment to the Awardee on the date the Awardee’s
employment or other service relationship is so
terminated.
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| 4. |
Stock
Units.
Each
Stock Unit represents the right to receive, upon vesting of the Stock
Unit, without the payment of additional consideration, one (1) share
of
the Common Stock, par value $.001 per share, of the Company (the
“Shares”). Except as otherwise set forth herein, Stock Units shall not be
transferred, assigned, pledged or otherwise encumbered. Any attempt
at any
transfer, assignment, pledge, or other disposition shall be null
and void
and without effect and shall cause the immediate forfeiture of all
Stock
Units. Following such forfeiture, the Awardee shall have no further
rights
with respect to such forfeited Stock
Units.
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| 5. |
Delivery
of Certificates.
Promptly
following the vesting of any Stock Units, the Company shall deliver
stock
certificate(s) representing the Shares underlying such Stock Units
to the
Awardee or the person or persons to whom rights under this Agreement
shall
have passed by bequest or inheritance, as the case may be. Absent
willful
misconduct by the Company, it shall be exempted from any responsibility
or
liability for any delivery or delay in delivery pursuant to this
Agreement
and for any other act or omission.
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| 6. |
Rights
in Shares Before Issuance and Delivery.
No
person shall be entitled to the privileges of stock ownership in
respect
of any Shares underlying Stock Units unless and until the Shares
have been
issued to such person as fully paid
Shares.
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| 7. |
Taxes,
Brokerage Fees & Commissions.
The parties hereto recognize that the Company will be obligated to
withhold federal, state and local income taxes and social security
taxes
to the extent that the Awardee realizes ordinary income in connection
with
the vesting of the Stock Units. Any and all taxes, and any brokerage
fees
or commissions in connection with the sale of any Shares received
upon the
vesting of Stock Units are the responsibility of the Awardee. The
Awardee
shall pay to the Company, or make provision satisfactory to the Company
for payment of, any taxes required by law to be withheld in connection
with the vesting of the Stock Units no later than the date of vesting.
Such payment shall be made in cash or cash equivalent. If the Awardee
does
not make such payment of taxes, the Awardee agrees that the Company
or a
subsidiary or an affiliate of the Company may withhold amounts needed
to
cover such taxes from payments otherwise due and owing to the
Awardee.
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| 8. |
No
Right of Employment.
The Awardee acknowledges and agrees that nothing herein or in the
Plan,
nor any of the rights awarded hereunder or thereunder to Awardee,
shall be
construed to (a) give Awardee the right to be or remain employed
by the
Company or to receive employee benefits, or (b) in any manner restrict
the
right of the Company to modify, amend or terminate any of its employee
benefit plans.
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| 9. |
Treatment
of Stock Units and/or Shares.
Any and all awards or deliveries of Stock Units or Shares hereunder
shall
constitute special incentive payments to the Awardee and shall not
be
taken into account in computing the amount of salary or compensation
of
the Awardee for the purpose of determining any pension, retirement,
death
or other benefits under (a) any pension, retirement, profit-sharing,
bonus, life insurance, 401(k) or other employee benefit plan of the
Company, or any of its affiliates, or (b) any agreement between the
Company or any of its affiliates, on the one hand, and the Awardee
on the
other hand, except as such plan or agreement shall otherwise expressly
provide.
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| 10. |
The
Plan.
This Agreement is subject to, and the Awardee agrees to be bound
by, all
of the terms and conditions of the Plan under which the Stock Units
were
awarded, as the same may be amended from time to time in accordance
with
the terms thereof. Pursuant to the Plan, the Board of the Company
(or any
Committee thereof) has final authority to interpret and construe
the Plan
and this Agreement, and is authorized to adopt rules and regulations
for
carrying out the Plan.
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| 11. |
Laws
Applicable to Construction.
This
Agreement shall be construed and enforced in accordance with the
laws of
the State of Delaware.
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| 12. |
Entire
Agreement.
This Agreement embodies the entire agreement of the parties hereto
with
respect to the Stock Units awarded hereunder, and all other matters
contained herein. This Agreement supersedes and replaces any and
all prior
oral or written agreements with respect to the subject matter hereof.
This
Agreement may be amended, and any provision hereof waived, only in
a
writing signed by the party against whom such amendment or waiver
is
sought to be enforced. A waiver on one occasion shall not be deemed
to be
a waiver of the same or any other breach on a future occasion. If
there is
any inconsistency between the provisions of this Agreement and of
the
Plan, the provisions of the Plan shall
govern.
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IN
WITNESS WHEREOF,
the
Company has executed this Restricted Stock Unit Agreement on ______________,
20__.
| g8wave Holdings, Inc. | ||
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| By: | ||
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By
signing this Agreement below, the Awardee hereby acknowledges that he/she has
read, understands and accepts this Agreement and agrees to all of the terms
and
conditions set forth herein and set forth in the g8wave Holdings, Inc. 2007
Equity Incentive Plan.
____________________________
Awardee
Signature
____________________________
Print
Name
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