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QUEST SOFTWARE, INC. RESTRICTED STOCK UNIT GRANT NOTICE

Equity Incentive Plan Agreement

QUEST SOFTWARE, INC. 

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QUEST SOFTWARE INC

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Title: QUEST SOFTWARE, INC. RESTRICTED STOCK UNIT GRANT NOTICE
Governing Law: California     Date: 5/12/2008
Industry: Software and Programming     Sector: Technology

QUEST SOFTWARE, INC. 

RESTRICTED STOCK UNIT GRANT NOTICE, Parties: quest software inc
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Exhibit 10.6

Q UEST S OFTWARE , I NC .

R ESTRICTED S TOCK U NIT G RANT N OTICE

(2008 S TOCK I NCENTIVE P LAN )

Quest Software, Inc. (the “ Company ”), pursuant to Section 6(b) of the Company’s 2008 Stock Incentive Plan (the “ Plan ”), hereby grants to Participant a Restricted Stock Unit Award covering the number of restricted stock units (the “ RSUs ”) set forth below (the “ Award ”). This Award shall be evidenced by this Restricted Stock Unit Grant Notice (the “ Grant Notice ”) and the Restricted Stock Unit Award Agreement attached hereto (the “ Agreement ”). This Award is subject to all of the terms and conditions as set forth herein, the Agreement, and the Plan, each of which are attached hereto and incorporated herein in their entirety.

 

Participant:

   ____________________________________________________

Date of Grant:

   ____________________________________________________

Vesting Commencement Date:

   ____________________________________________________

Number of RSUs:

   ____________________________________________________

Payment for Common Stock:

   Participant’s services to the Company

Vesting Schedule : [The RSUs vest in a series of three (3) successive equal annual installments over the three (3)-year period measured from the Vesting Commencement Date. ]

 

Special Tax Withholding Right:    ¨      You may direct the Company (i) to withhold, from shares otherwise issuable upon vesting of the Award, a portion of those shares with an aggregate fair market value (measured as of the delivery date) equal to the amount of the applicable withholding taxes, and (ii) to make a cash payment equal to such fair market value directly to the appropriate taxing authorities, as provided in Section 10 of the Agreement.
   ¨      None

Delivery Schedule : Delivery of one share of Common Stock for each RSU which vests shall occur on the applicable vesting date, provided that delivery may be delayed as provided in Section 3 of the Agreement.

Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Agreement, and the Plan. Participant further acknowledges that as of the Date of Grant, this Grant Notice, the Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the award of the RSUs and the underlying Common Stock and supersede all prior oral and written agreements on that subject with the exception of (i) Stock Awards previously granted and delivered to Participant under the Plan, and (ii) the following agreements only:

 

O THER A GREEMENTS :

     
Q UEST S OFTWARE , I NC .     P ARTICIPANT
By:          
  Signature       Signature
Title:         Date:    
       
Date:          
       

A TTACHMENTS : Agreement, and Plan

 


Q UEST S OFTWARE , I NC .

2008 S TOCK I NCENTIVE P LAN

R ESTRICTED S TOCK U NIT A WARD A GREEMENT

Pursuant to the Restricted Stock Unit Grant Notice (“ Grant Notice ”) and this Restricted Stock Unit Award Agreement (“ Agreement ”), Quest Software, Inc. (the “ Company ”) has awarded you a Restricted Stock Unit Award pursuant to the Company’s 2008 Stock Incentive Plan (the “ Plan ”) for the number of restricted stock units (“ RSUs ”) as indicated in the Grant Notice (collectively, the “ Award ”). Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. Subject to adjustment and the terms and conditions as provided herein and in the Plan, each RSU shall represent the right to receive one (1) share of Common Stock.

The details of this Award, in addition to those set forth in the Grant Notice, are as follows.

1. N UMBER OF RSU S AND S HARES OF C OMMON S TOCK .

(a) The number of RSUs subject to this Award and the number of shares of Common Stock deliverable with respect to such RSUs may be adjusted from time to time for Capitalization Adjustments as described in Section 10(a) of the Plan. You shall receive no benefit or adjustment to this Award with respect to any cash dividend or other distribution that does not result from a Capitalization Adjustment as described in Section 10(a) of the Plan; provided, however, that this sentence shall not apply with respect to any shares of Common Stock that are delivered to you in connection with this Award after such shares have been delivered to you.

(b) Any additional RSUs, shares of Common Stock, cash or other property that becomes subject to the Award pursuant to this Section 1 shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other RSUs and Common Stock covered by this Award.

(c) Notwithstanding the provisions of this Section 1, no fractional RSUs or rights for fractional shares of Common Stock shall be created pursuant to this Section 1. The Board shall, in its discretion, determine an equivalent benefit for any fractional RSUs or fractional shares that might be created by the adjustments referred to in this Section 1.

2. V ESTING . The RSUs shall vest, if at all, as provided in the Vesting Schedule set forth in your Grant Notice and the Plan, provided that vesting shall cease upon the termination of your Continuous Service.

3. D ELIVERY OF S HARES OF C OMMON S TOCK .

(a) Subject to the provisions of this Agreement and the Plan, in the event one or more RSUs vests, the Company shall deliver to you one (1) share of Common Stock for each RSU that vests on the applicable vesting date. However, if a scheduled delivery date falls on a date that is not a business day, such delivery date shall instead fall on the next following business day. The form of such delivery ( e.g. , a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.

 


(b) Notwithstanding the foregoing, in the event that you are subject to the Company’s Insider Trading Policy and any shares covered by this Award are scheduled to be delivered on a day (the “ Original Delivery Date ”) that does not occur during a “window period” applicable to you, as determined by the Company in accordance with such policy, then such shares shall not be delivered on such Original Delivery Date and shall instead be delivered on the first business day of the next occurring “window period” applicable to you but in no event later than the later of: (i) December 31st of the calendar year of the Original Delivery Date, or (ii) the fifteenth (15th) day of the third calendar month following the Original Delivery Date.

4. P AYMENT BY Y OU . This Award was granted in consideration of your past services for the Company and its Affiliates. Subject to Section 11 below, except as otherwise provided in the Grant Notice, you will not be required to make any payment to the Company (other than your past services for the Company) with respect to your receip


 
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