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INFORMATICA CORPORATION 2009 STOCK INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT

Equity Incentive Plan Agreement

INFORMATICA CORPORATION 2009 STOCK INCENTIVE PLAN

 

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT | Document Parties: INFORMATICA CORP You are currently viewing:
This Equity Incentive Plan Agreement involves

INFORMATICA CORP

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Title: INFORMATICA CORPORATION 2009 STOCK INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT
Governing Law: California     Date: 8/6/2009
Industry: Software and Programming     Sector: Technology

INFORMATICA CORPORATION 2009 STOCK INCENTIVE PLAN

 

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT, Parties: informatica corp
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EXHIBIT 10.3

 

 

INFORMATICA CORPORATION 2009 STOCK INCENTIVE PLAN

 

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT

 

1.            Grant of Restricted Stock Units .  Informatica Corporation, a Delaware corporation (the “Company”), hereby grants to Grantee (the “Grantee”) named in the Notice of Restricted Stock Unit Award (the “Notice”) an Award of restricted stock units (the “Restricted Stock Units”) as set forth in the Notice, subject to the terms and provisions of the Notice, this Restricted Stock Unit Award Agreement (the “Restricted Stock Unit Agreement”) (the Notice and the Restricted Stock Unit Agreement referred to collectively as the “Agreement”) and the Company’s 2009 Stock Incentive Plan (the “Plan”) adopted by the Company, which are incorporated herein by reference.  Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Unit Agreement.

 

2.            Company’s Obligation to Pay .  Each Restricted Stock Unit represents the right to receive a Share on the date it vests.  Unless and until the Restricted Stock Units will have vested in the manner set forth in Section 3, Grantee will have no right to payment of any such Restricted Stock Units.  Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

 

3.            Vesting Schedule .  Subject to Section 4, the Restricted Stock Units awarded by this Agreement will vest in Grantee according to the vesting schedule set forth in the Notice, subject to Grantee’s Continuous Service through each such date.

 

4.            Forfeiture upon Termination of Continuous Service .  Notwithstanding any contrary provision of this Agreement, if Grantees ceases to provide Continuous Service for any or no reason, the then-unvested Restricted Stock Units awarded by this Agreement will thereupon be forfeited at no cost to the Company and Grantee will have no further rights thereunder.

 

5.            Payment after Vesting .

 

(a)           Any Restricted Stock Units that vest in accordance with Section 3 will be paid to Grantee (or in the event of Grantee’s death, to his or her estate) in whole Shares, subject to Grantee satisfying any applicable tax withholding obligations as set forth in Section 7.  Subject to the provisions of Section 5(b), the vested Restricted Stock Units will be paid in Shares on or as soon as practicable after vesting, but in each such case no later than the date that is two-and-one-half (2 ½) months from the later of (i) the end of the Company’s tax year that includes the vesting date, or (ii) the end of Grantee’s tax year that includes the vesting date.

 

(b)           Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the Grantee ceasing to provide Continuous Service (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) Grantee is a “specified employee” within the meaning of Section 409A at the time of such termination of Continuous Service, and (y) the payment of such accelerated Restricted Stock Units will result in the

 

 

 


 

 

imposition of additional tax under Section 409A if paid to Grantee on or within the six (6) month period following Grantee’s termination of Continuous Service, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of Grantee’s termination of Continuous Service, unless Grantee dies following his or her termination of Continuous Service, in which case, the Restricted Stock Units will be paid in Shares in accordance with Section 6 as soon as practicable following his or her death.  It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.  For purposes of this Agreement, “Section 409A” means Section 409A of the Code, and any Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

 

6.            Payments after Death .  Any distribution or delivery to be made to Grantee under this Agreement will, if Grantee is then deceased, be made to Grantee’s designated beneficiary, or if no beneficiary survives Grantee, the administrator or executor of Grantee’s estate.  Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

 

7.            Withholding of Taxes .  When Shares are issued as payment for vested Restricted Stock Units, the Company (or the employing Subsidiary or Affiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or the employing Subsidiary or Affiliate) with respect to the Shares, unless the Company, in its sole discretion, requires the Grantee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations.  No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock Units and the issuance of Shares hereunder.  Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until all income, employment and other taxes which the Company determines must be withheld with respect to such Shares have been withheld.  Grantee will permanently forfeit the Restricted Stock Units if the Grantee fails to comply with his or her obligations in connection with the payment of required tax withholding described in this Section.  All income and other taxes related to the Restricted Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee.

 

8.            Rights as Stockholder .  Neither Grantee nor any person claiming under or through Grantee will have any of the rights


 
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