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