Exhibit 10.46
HEARTLAND PAYMENT SYSTEMS,
INC.
2008 EQUITY INCENTIVE
PLAN
NOTICE OF RESTRICTED STOCK
UNIT GRANT
Grantee Name:
[
]
Pursuant to the terms of the
Heartland Payment Systems, Inc. 2008 Equity Incentive Plan (the
“ Plan ”), you have been granted Restricted
Stock Units (“ RSUs ”) of Heartland Payment
Systems, Inc. (the “ Company “) upon the terms
and conditions set forth herein and in the Restricted Stock Unit
Agreement (the “ Agreement ”) which is attached
hereto:
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Number of RSUs
Granted:
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[
]
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Date of
Grant:
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[
]
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Vesting
Commencement Date:
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[
]
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Vesting/Payment
Schedule:
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So long as you are in Continuous Service status
with the Company (as defined in the Plan), the RSUs shall vest and
the Shares underlying such RSUs shall be paid pursuant to Section 4
of the Agreement in accordance with the following
schedule:
[ ]
[ ]
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Transferability:
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The RSUs
granted hereunder may not be transferred.
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No Employment or Service
Contract . In
addition, you agree and acknowledge that your rights to the RSUs
(and any Shares to be issued to you upon vesting of the RSUs) will
be earned only as you provide services to the Company over time,
that the grant of the RSUs is not as consideration for services you
rendered to the Company prior to your Vesting Commencement Date,
and that nothing in this Notice or the attached Plan or Agreement
shall confer upon you any right to continue your employment or
consulting relationship with the Company for any period of time,
nor does it interfere in any way with your right or the
Company’s right to terminate that relationship at any time,
for any reason, with or without Cause.
Definitions
. All capitalized terms in this
Notice shall have the meaning assigned to them in this Notice, the
attached Agreement or the Plan.
By your signature and the signature
of the Company’s representative below, you and the Company
agree that the RSUs are granted under and governed by the terms and
conditions of the Plan and the Agreement, both of which are
attached and made a part of this document. You further acknowledge
receipt of a copy of the Plan and the Agreement, represent that you
have read and are familiar with their provisions, and hereby accept
the RSUs subject to all of their terms and conditions.
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HEARTLAND
PAYMENT SYSTEMS, INC.
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By:
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Name:
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Title:
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This award of RSUs is hereby
accepted and the terms and conditions thereof hereby agreed to by
the undersigned.
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Dated:
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Grantee’s
Signature
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Grantee’s
name and address:
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CIRCULAR 230 DISCLOSURE: To ensure
compliance with requirements imposed by the IRS, we inform you that
any tax advice contained in this communication (including any
attachments) (i) was not intended or written to be used, and
cannot be used, for the purpose of avoiding any tax penalties and
(ii) was not written to promote, market or recommend the
transaction or matter addressed in the communication. Each taxpayer
should seek advice based on the taxpayer’s particular
circumstances from an independent tax advisor.
2
HEARTLAND PAYMENT SYSTEMS,
INC.
2008 EQUITY INCENTIVE
PLAN
RESTRICTED STOCK UNIT
AGREEMENT
1. Grant of RSUs . Heartland
Payment Systems, Inc., a Delaware corporation (the “
Company ”), hereby grants to
[
]
(the “ Grantee ”), the total number of
Restricted Stock Units (“ RSUs ”) set forth in
the Notice of Restricted Stock Unit Grant (the “
Notice &rdq
