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”).
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:
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Grant
Number
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Date of
Grant
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Vesting
Commencement Date
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Number of
Restricted Stock Units
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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:
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PARTICIPANT:
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RACKSPACE
HOSTING, INC.
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By: ___________________________________________________
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Signature
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Printed
Name
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Name/Title:
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Residence
Address :
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Facsimile #:
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Email: ___________________________________
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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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new vesting date,
but, except