Exhibit 10.3.3
UNIVISION COMMUNICATIONS
INC.
2004 PERFORMANCE AWARD
PLAN
RESTRICTED STOCK UNIT AWARD
AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD
AGREEMENT (this “
Agreement ”) is dated as of
[
, 2006 ] by and between Univision Communications Inc., a
Delaware corporation (the “ Corporation ”), and
[
] (the “ Participant ”).
W I T N E S S E T
H
WHEREAS , pursuant to the Univision Communications Inc.
2004 Performance Award Plan (the “ Plan ”), the
Corporation has granted to the Participant effective as of the date
hereof (the “ Award Date ”), a credit of
restricted stock units under the Plan (the “ Award
”), upon the terms and conditions set forth herein and in the
Plan.
NOW THEREFORE
, in consideration of services
rendered and to be rendered by the Participant, and the mutual
promises made herein and the mutual benefits to be derived
therefrom, the parties agree as follows:
1.
Defined Terms
. Capitalized terms used
herein and not otherwise defined herein shall have the meaning
assigned to such terms in the Plan.
2.
Grant
. Subject to the terms of this
Agreement, the Corporation hereby grants to the Participant an
Award with respect to an aggregate of
[ ]
stock units (subject to adjustment as provided in Section 7.1
of the Plan) (the “ Stock Units ”). As
used herein, the term “stock unit” shall mean a
non-voting unit of measurement which is deemed for bookkeeping
purposes to be equivalent to one outstanding share of the
Corporation’s Common Stock (subject to adjustment as provided
in Section 7.1 of the Plan) solely for purposes of the Plan
and this Agreement. The Stock Units shall be used solely as a
device for the determination of the payment to eventually be made
to the Participant if such Stock Units vest pursuant to
Section 3. The Stock Units shall not be treated as
property or as a trust fund of any kind.
3.
Vesting
. Subject to Section 8
below, the Award shall vest and become nonforfeitable with respect
to twenty-five (25%) of the total number of Stock Units (subject to
adjustment under Section 7.1 of the Plan) on each of the
first, second, third and fourth anniversaries of the Award
Date.
4.
Continuance of
Employment .
The vesting schedule requires continued employment or service
through each applicable vesting date as a condition to the vesting
of the applicable installment of the Award and the rights and
benefits under this Agreement. Partial employment or service,
even if substantial, during any vesting period will not entitle the
Participant to any proportionate vesting or avoid or mitigate a
termination of rights and benefits upon or following a termination
of employment or services as provided in Section 8 below or
under the Plan.
Nothing contained in this Agreement
or the Plan constitutes an employment or service commitment by the
Corporation, affects the Participant’s status as an employee
at will who is
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subject to termination without cause, confers
upon the Participant any right to remain employed by or in service
to the Corporation or any Subsidiary, interferes in any way with
the right of the Corporation or any Subsidiary at any time to
terminate such employment or services, or affects the right of the
Corporation or any Subsidiary to increase or decrease the
Participant’s other compensation or benefits. Nothing
in this paragraph, however, is intended to adversely affect any
independent contractual right of the Participant without his
consent thereto.
5.
Dividend and Voting
Rights . The
Participant shall have no rights as a stockholder of the
Corporation, no dividend rights (except as expressly provided in
Section 7(b) with respect to Dividend Equivalent Rights)
and no voting rights, with respect to the Stock Units and any
shares of Common Stock underlying or issuable in respect of such
Stock Units until such shares of Common Stock are actually issued
to and held of record by the Participant. No adjustments will
be made for dividends or other rights of a holder for which the
record date is prior to the date of issuance of the stock
certificate.
6.
Restrictions on
Transfer .
Neither the Award, nor any interest therein or amount or shares
payable in respect thereof may be sold, assigned, transferred,
pledged or otherwise disposed of, alienated or encumbered, either
voluntarily or involuntarily. The transfer restrictions in
the preceding sentence shall not apply to (a) transfers to the
Corporation, or (b) transfers by will or the laws of descent
and distribution.
7.
Timing and Manner of
Payment .
(a)
Payment of Stock
Units . On or
as soon as administratively practical following each vesting of the
applicable portion of the total Award pursuant to Section 3,
Section 8 or Section 9, the Corporation shall deliver to
the Participant a number of shares of Common Stock (either by
delivering one or more certificates for such shares or by entering
such shares in book entry form, as determined by the Corporation in
its discretion) equal to the number of Stock Units subject to this
Award that vest on the applicable vesting date, unless such Stock
Units terminate prior to the given vesting date pursuant to
Section 8. The Corporation’s obligation to deliver
shares of Common Stock or otherwise make payment with respect to
vested Stock Units is subject to the condition precedent that the
Participant or other person entitled under the Plan to receive any
shares or other payment with respect to the vested Stock Units
deliver to the Corporation any representations or other documents
or assurances required pursuant to Section 8.1 of the
Plan. The Participant shall have no further rights with
respect to any Stock Units that are paid or that terminate pursuant
to Section 8.
(b)
Dividend Equivalent
Rights . Upon
the payment of any Stock Unit subject to the Award pursuant to
Section 7(a), the Corporation shall pay the Participant an
amount in cash equal to the aggregate amount of the ordinary cash
dividends (if any) paid by the Corporation on a share of its Common
Stock for which the related dividend payment record date(s)
occurred on or after the date the Award was granted and on or
before the date such Stock Unit became vested pursuant to the terms
hereof. (The right to receive such payment is referred to
herein as a “ Dividend Equivalent Right
”). For purposes of clarity, no interest shall accrue
with respect to the period between the dividend payment record date
and the date of payment of any Dividend Equivalent Rights, and no
Dividend Equivalent Rights shall be paid with respect to any Stock
Units that terminate pursuant to Section 8.
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8.
Effect of Termination of
Employment . The Participant’s Stock Units (and
any related Dividend Equivalent Rights) shall terminate to the
extent such units have not become vested prior to the first date
the Participant is no longer employed by the Corporation or one of
its Subsidiaries, regardless of the reason for the termination of
the Participant’s employment with the Corporation or a
Subsidiary; provided, however, that if the Participant’s
e
