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SOURCEFORGE, INC.
2007 EQUITY INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
Unless
otherwise defined herein, the terms defined in the 2007 Equity
Incentive Plan (the “Plan”) will have the same
defined meanings in this Performance Share Award Agreement
(the “Award Agreement”).
I.
NOTICE OF GRANT OF PERFORMANCE SHARES
Participant Name:
Address:
You
have been granted the right to receive Performance Shares,
subject to the terms and conditions of the Plan and this Award
Agreement, as follows:
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Date of
Grant |
____________________ |
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Target Number
of Performance Shares |
[
_________________________ ] |
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Performance
Period |
[
_________________________ ] |
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Performance
Matrix |
The number of Performance Shares in
which you may vest in accordance with the Vesting Schedule below
will depend upon achievement
[
Insert Description of Performance Goal(s)
]
and will be determined in accordance with the Performance Matrix,
attached hereto as Exhibit B.
[
Insert Performance Target(s)
]
. |
Vesting Schedule :
The
Performance Shares will vest as follows:
[INSERT VESTING SCHEDULE.]
In
the event Participant ceases to be a Service Provider for any
or no reason before Participant vests in the Performance
Shares, the Performance Shares and Participant’s right
to acquire any Shares hereunder will immediately
terminate.
By
Participant’s signature and the signature of the
representative of SourceForge, Inc. (the
“Company”) below, Participant and the Company
agree that this Award of Performance Shares is granted under
and governed by the terms and conditions of the Plan and this
Award Agreement, including the Terms and Conditions of
Performance Share Grant, attached hereto as
Exhibit A ,
all of which are made a part of this document. Participant has
reviewed the Plan and this Award
Agreement
in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Award Agreement and fully
understands all provisions of the Plan and Award Agreement.
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 Award
Agreement.
Participant further agrees to notify the Company upon any change in
the residence address indicated below.
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SOURCEFORGE,
INC. |
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Title
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EXHIBIT A
TERMS AND CONDITIONS OF PERFORMANCE SHARE
GRANT
1.
Grant .
The Company hereby grants to the Participant named in the Notice of
Grant
attached
as Part I of this Award
Agreement
(the “Participant”) under the Plan an Award of
Performance Shares, subject to all of the terms and conditions in
this Award
Agreement
and the Plan, which is incorporated herein by reference. Subject to
Section 19(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 Award
Agreement,
the terms and conditions of the Plan will prevail.
2.
Company’s Obligation to Pay .
Each Performance Share represents the right to receive a Share on
the date it vests. Unless and until the Performance Shares will
have vested in the manner set forth in Section 3, Participant
will have no right to payment of any such Performance Shares. Prior
to actual payment of any vested Performance Shares, such
Performance Share will represent an unsecured obligation of the
Company, payable (if at all) only from the general assets of the
Company. Any Performance Shares that vest in accordance with
Sections 3 or 4 will be paid to Participant (or in the event of
Participant’s death, to his or her estate) in whole Shares,
subject to Participant satisfying any applicable tax withholding
obligations as set forth in Section 7. Subject to the provisions of
Section 4, such vested Performance Shares shall be paid in
Shares as
soon as practicable after vesting, but in each such case within the
period ending no later than the date that is two and one half
(2½) months from the end of the Company’s tax year
that includes the vesting date .
3.
Vesting Schedule .
Except as provided in Section 4, and subject to Section 5, the
Performance Shares awarded by this Award Agreement will vest in
accordance with the vesting provisions set forth in the Notice of
Grant. Performance Shares
scheduled
to vest on a certain date or upon the occurrence of a certain
condition will not vest in Participant in accordance with any of
the provisions of this Award
Agreement,
unless Participant will have been continuously a Service Provider
from the Date of Grant until the date such vesting
occurs.
4.
Administrator Discretion .
The Administrator, in its discretion, may accelerate the vesting of
the balance, or some lesser portion of the balance, of the unvested
Performance Shares at any time, subject to the terms of the Plan.
If so accelerated, such Performance Shares will be considered as
having vested as of the date specified by the
Administrator.
Notwithstanding anything in the Plan or this Award Agreement to the
contrary, if the vesting
of the balance, or some lesser portion of the balance, of the
Performance Shares is accelerated in connection with
Participant’s termination
as a Service Provider (provided
that such termination is a “separation from service”
within the meaning of Section 409A, as determined by the
Company
) ,
other than due to death
, and
i
f (x) Participant is a “specified employee” within the
meaning of Section 409A at the time of such termination as a
Service Provider and (y) the payment of such accelerated
Performance Shares will result in the imposition of additional tax
under Section 409A if paid to Participant on or within the six (6)
month period following Participant’s termination as a Service
Provider, then the payment of such accelerated Performance Shares
will not be made until the date six (6) months and one (1) day
following the date of Participant’s termination as a Service
Provider
, unless the Participant dies following his or her termination as a
Service Provider, in which case, the Performance Shares will be
paid in Shares to the Participant’s estate as soon as
practicable following his or her death
.
It
is the intent of this
Award Agreement
to comply with the requirements of Section 409A
so that none of the Performance Shares provided under this Award
Agreement or Shares issuable thereunder will be subject to the
additional tax imposed under Section 409A ,
and any ambiguities herein will be interpreted to so comply.
For
purposes of this
Award Agreement,
“Section 409A” means Section 409A of the Code,
and
any proposed, temporary or final Treasury Regulations and Internal
Revenue Service guidance thereunder ,
as each may be amended from time to time.
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