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RACKSPACE HOSTING, INC. 2007 LONG-TERM INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS

Executive Compensation Plan Agreement

RACKSPACE HOSTING, INC. 2007 LONG-TERM INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS | Document Parties: RACKSPACE HOSTING, INC You are currently viewing:
This Executive Compensation Plan Agreement involves

RACKSPACE HOSTING, INC

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Title: RACKSPACE HOSTING, INC. 2007 LONG-TERM INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS
Governing Law: Texas     Date: 3/2/2009

RACKSPACE HOSTING, INC. 2007 LONG-TERM INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS, Parties: rackspace hosting  inc
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Exhibit 10.6(C)

Final Form

RACKSPACE HOSTING, INC.

2007 LONG-TERM INCENTIVE PLAN

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

(Time Based Vesting)

Unless otherwise defined herein, the terms defined in the 2007 Long-Term Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of Restricted Stock Units (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Units, attached hereto as Exhibit A (together, the “Agreement”).

 

Participant:

  

   

  

 

Address:

  

 

  

  

 

  

The Participant has been granted an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Agreement, as follows:

 

Grant Number

  

   

  

 

Date of Grant

  

 

  

Vesting Commencement Date

  

 

  

Number of Restricted Stock Units

  

 

  

Vesting Schedule :

Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule:

[Insert Vesting Terms]

In the event the Participant ceases to be a Service Provider for any or no reason before the Participant vests in the Restricted Stock Units, the Restricted Stock Units and the Participant’s right to acquire any Shares hereunder will immediately terminate.

By the Participant’s signature and the signature of the Company’s representative below, the Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Agreement. PLEASE BE SURE TO READ THE EXHIBIT(S) ATTACHED HERETO, WHICH CONTAIN(S) MATERIAL TERMS AND CONDITIONS OF THIS AGREEMENT. The Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and this Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement. The Participant further agrees to notify the Company upon any change in the residence address indicated above.

 

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Final Form

 

The Participant acknowledges and agrees that, if utilized by clicking the “ACCEPT” button on the [              ] on-line grant agreement response page, it will act as the Participant’s electronic signature to this Agreement and will result in a contract between the Participant and the Company with respect to this Award.

If an automated acceptance is not utilized, then the Parties enter into this Agreement upon the execution of the signature lines below:

 

PARTICIPANT:

 

 

 

RACKSPACE HOSTING, INC.

 

 

 

 

By: ___________________________________________________

Signature

 

 

 

 

 

 

 

 

 

Printed Name

 

 

 

Name/Title:

 

 

 

Residence Address :

 

 

 

Facsimile #:

 

 

Email: ___________________________________

 

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Final Form

 

EXHIBIT A

TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

1. Grant . The Company hereby grants to the Participant named in the Notice of Grant (the “Participant”) under the Plan an Award of the number of Restricted Stock Units set forth in the Notice of Grant, subject to all of the terms and conditions in this Agreement and the Plan, which is incorporated herein by reference. Subject to Section 35(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan will prevail.

2. Company’s Obligation to Pay . Each Restricted Stock Unit represents the right to receive a Share on the date it vests (or at such later time indicated in this Agreement). Unless and until the Restricted Stock Units will have vested in the manner set forth in Sections 3 or 4 of this Agreement or Section 25 of the Plan, the Participant 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 Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Any Restricted Stock Units that vest in accordance with this Agreement will be paid to the Participant (or in the event of the Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares, subject to the Participant satisfying any applicable tax withholding obligations as set forth in Section 7. Subject to the provisions of Section 4, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within the period ending no later than the later of (i) the end of the calendar year that includes the vesting date or (ii) the date that is the fifteenth (15 th ) day of the third (3 rd ) month following the vesting date.

3. Vesting Schedule . Except as provided in Sections 4 of this Agreement and Section 25 of the Plan, and subject to Section 5, the Restricted Stock Units awarded by this Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant [TO BE INCLUDED IF SEPARATE ARRANGEMENTS PROVIDE FOR ACCELERATED VESTING: which shall be deemed to include any acceleration of vesting provisions included in the Participant’s [NAME OF Employment Agreement or Severance Agreement or other arrangement that includes vesting], dated [DATE]]. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in the Participant in accordance with any of the provisions of this Agreement, unless the Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs.

4. Administrator Discretion .

a. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Administrator. Subject to the provisions of this Section 4 and Section 5, if the Administrator, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units, the payment of such accelerated Restricted Stock Units shall be made as soon as practicable after the

 

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Final Form

 

new vesting date, but, except


 
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