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Exhibit
10.3.4
DEFERRED STOCK AWARD
AGREEMENT
UNDER THE SALARY.COM,
INC.
2007 STOCK OPTION AND
INCENTIVE PLAN
Name of Grantee:
No. of Restricted Stock Units:
_________________ (
)
Grant Date:
Final Acceptance Date:
Pursuant to the Salary.com,
Inc. 2007 Stock Option and Incentive Plan (the “Plan”)
as amended through the date hereof, Salary.com, Inc. (the
“Company”) hereby grants a Deferred Stock Award (an
“Award”) to the Grantee named above. Upon acceptance of
this Award, the Grantee shall receive the number of Restricted
Stock Units listed above. Each Restricted Stock Unit shall relate
to one share of Common Stock, par value $0.0001 per share (the
“Stock”) of the Company, subject to the restrictions
and conditions set forth herein and in the Plan.
1.
Acceptance of Award . The Grantee shall have no rights with
respect to this Award unless he or she shall have accepted this
Award prior to the close of business on the Final Acceptance Date
specified above by signing and delivering to the Company a copy of
this Award Agreement.
2.
Restrictions on Transfer of Award .
(a) The Award may not be sold,
transferred, pledged, assigned or otherwise encumbered or disposed
of by the Grantee until (i) the Restricted Stock Units have
vested as provided in Paragraph 3 of this Agreement and
(ii) shares of Stock have been issued to the
Grantee.
(b) If
the Grantee’s employment with the Company and its
Subsidiaries is voluntarily or involuntarily terminated for any
reason (including death) prior to the satisfaction of the vesting
conditions set forth in Paragraph 3 below, any Restricted Stock
Units that have not vested as of such date shall automatically and
without notice terminate, be forfeited and be and become null and
void, and neither the Grantee nor any of his or her successors,
heirs, assigns, or personal representatives will thereafter have
any further rights or interests in such unvested Restricted Stock
Units.
3.
Vesting of Restricted Stock Units . The restrictions and
conditions in Paragraph 2 of this Agreement shall lapse on the
Vesting Date or Dates specified in the following schedule, so long
as the Grantee remains an employee of the Company or a Subsidiary
on each such Vesting Date or Dates. If a series of Vesting Dates is
specified, then the restrictions and conditions in Paragraph 2
shall lapse only with respect to the number of shares of Restricted
Stock Units specified as vested on such date.
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Number of Shares
Vested
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Vesting
Date
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_____________ (___%)
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_____________ |
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_____________ (___%)
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_____________ |
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_____________ (___%)
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_____________ |
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_____________ (___%)
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_____________ |
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_____________ (___%)
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_____________ |
The Administrator may at any
time accelerate the vesting schedule specified in this
Paragraph 3.
4.
Dividend Equivalents .
(a) If
on any date the Company shall pay any dividend on shares of Stock
of the Company, the number of Restricted Stock Units credited to
the Grantee shall, as of such date, be increased by an amount
determined by the following formula:
W = (X multiplied by Y)
divided by Z, where:
W = the number of additional
Restricted Stock Units to be credited to the Grantee on such
dividend payment date;
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