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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.
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Participant:
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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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Number of RSUs:
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____________________________________________________ |
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Payment for Common Stock:
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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. ]
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Tax Withholding Right: |
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¨ |
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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. |
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¨ |
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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:
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O THER A GREEMENTS
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| Q UEST S OFTWARE , I
NC . |
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P ARTICIPANT |
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| By: |
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Signature |
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Signature |
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Date: |
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| Date: |
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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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