Exhibit 99.2
COMPUTER NETWORK TECHNOLOGY CORPORATION
1999 STOCK AWARD PROGRAM
(as adopted June 15, 1999)
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT made as of the ___ day of _______, ____, between
Computer Network Technology Corporation, a Minnesota corporation (the "Company")
and ________________________ (the "Employee"),
W I T N E S S E T H:
WHEREAS, the Computer Network Technology Corporation 1999 Stock
Award Plan (as adopted June 15, 1999) (the "Plan") permits the Company to make
certain awards to Employees, including awards of Restricted Stock; and
WHEREAS, the Stock Plans Committee of the Board of Directors of
CNT (the "Committee") has determined to make an award of Restricted Stock to the
Employee, such award to be governed by the terms of the Plan and this Agreement;
NOW, THEREFORE, in consideration of the premises and the covenants
and agreements contained herein, and for other good and valuable consideration,
the parties agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise
defined herein shall have the meaning given them in the Plan.
2. Grant of Restricted Stock.
(a) Subject to the terms and conditions of the Plan and of this
Agreement (and subject to execution of this Agreement by
Employee), the Company has granted to Employee _______
Shares of Restricted Stock. Such Shares are subject to the
restrictions provided for in this Agreement.
(b) The Shares of Restricted Stock shall be evidenced by a duly
issued stock certificate or certificates registered in the
name of Employee. Employee shall have all rights of a
shareholder of the Company with respect to the Restricted
Stock (including voting rights and the right to receive
dividends and other distributions), except that all
restrictions provided for herein shall apply to the
Restricted Stock and to any other securities distributed
with respect to such Restricted Stock.
(c) No Restricted Stock may be sold, transferred, pledged,
hypothecated or otherwise encumbered or disposed of until
such Restricted Stock has vested in Employee in
accordance with all terms and conditions of this Agreement.
The Restricted Stock shall remain restricted and subject to
forfeiture by Employee to the Company unless and until such
Restricted Stock has vested in Employee in accordance with
all terms and conditions of this Agreement.
(d) Each stock certificate evidencing any Restricted Stock
shall contain such legends and stock transfer instructions
or limitations as may be determined or authorized by the
Committee in its sole discretion; and the Company may, in
its sole discretion, retain custody of any such certificate
throughout the period during which any Restrictions are in
effect and require, as a condition to issuing any such
certificate, that the Employee tender to the Company a
stock power duly executed in blank relating thereto.
3. Normal Vesting. For purposes of this Agreement, the term
"Employment" and similar terms shall include the providing of services to the
Company, or an Affiliate thereof, in the capacity of employee, advisor or
consultant. If the Employee remains continuously employed by the Company or an
Affiliate thereof (excluding any periods during which the Employee is on
approved leaves of absence) for a period of four years commencing with the date
of this Agreement, then the Restricted Stock will vest.
4. Accelerated Vesting. Notwithstanding paragraph 3, above:
(a) In the event of a Fundamental Change, if (i) the
Fundamental Change involves a merger, consolidation or
statutory share exchange, unless appropriate provision
shall be made for the protection of the Restricted Stock by
the substitution of appropriate restricted stock of the
corporation surviving any such merger or consolidation or,
if appropriate, the parent corporation of the Company or
such surviving corporation, or (ii) the Fundamental Change
involves the dissolution or liquidation of the Company,
then the Committee shall declare at least 20 days prior to
the occurrence of the Fundamental Change, and provide
written notice to the Employee of the declaration, that all
conditions, limitations and restrictions relating to the
restricted stock are cancelled and terminated effective as
of the actual closing of the Fundamental Change and that
the Restricted Stock shall after such closing be and remain
unrestricted;
(b) The Restricted Stock shall vest immediately upon the
occurrence of an Event;
(c) The Restricted Stock shall vest immediately upon the death
of the Employee or the Employee's becoming disabled (within
the meaning of Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended (the "Code")) while employed by
CNT; and
(d) The Restricted Stock shall vest immediately upon the
achievement by the Employee (or the Employee and others as
a group if so provided in Exhibit A) of the performance
objectives described in Exhibit A attached to this
Agreement, as revised or modified from time to time by the
Committee in accordance with paragraph 8 of
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this Agreement. Accelerated vesting upon achievement of
performance objectives may be incremental -- that is,
designated numbers of the Shares of Restricted Stock may
vest successively upon achievement of different performance
objectives and certain of the performance objectives may
not be identified until a future date.
5. Issuance of Unrestricted Shares. Upon the vesting of any Shares
of Restricted Stock, all restrictions on the transferability of such Shares of
Restricted Stock will lapse, and the Company will, subject to the satisfaction
of any conditions contained in the Plan and any payment required under Section
7, issue to the Employee a certificate evidencing such Shares that is free of
transfer or other restrictions.
6. Forfeiture. If the Employee's employment with the Company, or
an Affiliate thereof, is terminated, other than by reason of the Employee's
death or disability (within the meaning of Section 22(e)(3) of the Code), then
any Restricted Stock that has not previously vested shall be forfeited by
Employee to the Company. Employee shall thereafter have no right, title or
interest whatever in such Restricted Stock, and Employee shall immediately
return to the Company all certificates representing Shares of Restricted Stock
so forfeited.
7. Tax Withholding. CNT or an Affiliate may be obligated to
withhold federal and state income taxes and social security or other taxes upon
the vesting of Shares of Restricted Stock, or upon an election made under
Section 83(b) of the Code. If CNT or an Affiliate is required to withhold such
taxes, Employee will promptly pay in cash upon demand to CNT, or the Affiliate
having such obligation; such amounts as shall be necessary to satisfy such
obligation. Provided, however, that in lieu of all or any part of such a cash
payment, the Committee may, but shall not be required to, permit Employee to
elect to cover all or any part of the required withholdings, and to cover any
additional withholdings up to the amount needed to cover Employee's full FICA
and federal, state, and local income tax with respect to income arising upon the
vesting of Shares of Restricted Stock, through a reduction of the number of
Common Shares delivered upon such vesting or through a subsequent return to CNT
of shares delivered upon vesting, in each case valued in the same manner as used
in computing the withholding taxes under the applicable laws. Further, such
elections may be subject to the limitations of the Exchange Act, as specified in
Section 10 of the Plan.
8. The Committee; Adjustments. The Committee, in its sole and
absolute discretion, shall determine (i) whether the Employee has become
disabled (within the meaning of Section 22(e)(3) of the Code), (ii) whether or
the extent to which performance objectives described in Exhibit A have been
achieved, and (iii) any other terms and conditions relating to this award. The
Committee in its sole and absolute discretion, may modify previously established
goals if it determines that modification is advisable. In addition, the
Committee may modify this award, in its sole and absolute discretion, to adjust
the number or type of securities subject hereto in the event of a
reorganization, merger, consolidation, recapitalization, liquidation,
reclassification, stock dividend, stock split, combination of shares, rights
offering, or extraordinary dividend or divestiture (including a spin-off), or
any other change in the corporate structure or Shares of the Company.
9. Employment. This Agreement shall not give Employee any right to
continued employment with the Company or any Affiliate, and the Company or any
Affiliate employing Employee
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may terminate such employment or otherwise treat Employee without regard to the
effect it may have upon Employee or any Restricted Stock under this Agreement.
10. Other Benefit And Compensation Programs. The Shares of
Restricted Stock received by Employee under this Agreement shall not be deemed a
part of Employee's regular, recurring compensation for purposes of the
termination, indemnity, or severance pay law of any country and shall not be
included in, nor have any effect on, the determination of benefits under any
other employee benefit plan, contract, or similar arrangement provided by CNT
(or an Affiliate of CNT) unless expressly so provided by such other plan,
contract, or arrangement, or unless the Committee determines that the Restricted
Stock, or a portion thereof, should be included to accurately recognize that the
Restricted Stock grant has been made in lieu of a portion of competitive cash
compensation, if such is the case.
11. Interpretation Of This Agreement. All decisions and
interpretations made by the Committee with regard to any question arising under
this Agreement or the Plan shall be binding and conclusive upon CNT and
Employee. In the event that there is any inconsistency between the provisions of
this Agreement and the Plan, the provisions of the Plan shall govern.
12. Miscellaneous. This Agreement is entered into pursuant to the
Plan and is subject to all of the terms and conditions contained in the Plan. A
copy of the Plan is on file with the Company; and, by acceptance hereof, the
Employee agrees and accepts this Agreement subject to the terms of the Plan.
This Agreement shall be binding upon and inure to the benefit of any successor
of the Company. This Agreement shall be governed by and construed in accordance
with the laws of the State of Minnesota. This Agreement contains all terms and
conditions with respect to the subject matter hereof and no amendment,
modification or other change hereto shall be of any force or effect unless and
until set forth in a writing executed by Employee and the Company.
IN WITNESS WHEREOF, Employee has executed this Agreement and the
Company has caused this Agreement to be executed by its duly authorized officer,
all as of the day and year first above written.
COMPUTER NETWORK TECHNOLOGY CORPORATION
By_______________________________________
Its______________________________________
_________________________________________
Employee
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Exhibit A
to Restricted Stock Agreement dated ________________
between _________________ and
Computer Network Technology Corporation
The Restricted Stock subject to the Restricted Stock Agreement to which
this Exhibit A is attached shall vest if Employee _____________________________.
