Exhibit 10.2
ELECTRONICS FOR IMAGING,
INC.
2009 EQUITY INCENTIVE AWARD
PLAN
RESTRICTED STOCK UNIT AWARD GRANT
NOTICE AND
RESTRICTED STOCK UNIT AWARD
AGREEMENT
Electronics For Imaging, Inc., a
Delaware corporation, (the “ Company ”),
pursuant to its 2009 Equity Incentive Award Plan, as amended from
time to time (the “ Plan ”), hereby
grants to the individual listed below (“
Participant ”), an award of restricted stock
units ( “ Restricted Stock Units ” or
“ RSUs ” ). Each Restricted Stock
Unit represents the right to receive one share of Stock upon
vesting of such Restricted Stock Unit. This award of Restricted
Stock Units is subject to all of the terms and conditions as set
forth herein and in the Restricted Stock Unit Award Agreement
attached hereto as Exhibit A (the “ Restricted
Stock Unit Award Agreement ”) and the Plan, each of
which are incorporated herein by reference. Unless otherwise
defined herein, the terms defined in the Plan shall have the same
defined meanings in this Grant Notice and the Restricted Stock Unit
Award Agreement.
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Participant’s Name:
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Participant’s Address:
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Grant
Date:
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Total Number
of RSUs:
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Vesting
Commencement Date:
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Vesting
Schedule:
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[To be
indicated in individual grant notices]
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By clicking on the Acceptance button
below, Participant agrees to be bound by the terms and conditions
of the Plan, the Restricted Stock Unit Award Agreement and this
Grant Notice. Participant has reviewed the Restricted Stock Unit
Award Agreement, the Plan and this Grant Notice in their entirety
and fully understands all provisions of this Grant Notice, the
Restricted Stock Unit Award Agreement and the Plan. Additionally,
by clicking on the Acceptance button below, Participant agrees that
Participant has read, fully understands and agrees to abide by the
terms of the Company’s Insider Trading Policy and has read
and fully understands the Plan Prospectus and Prospectus
Supplement, if applicable, each of which is attached to this Grant
Notice. In addition, by clicking on the Acceptance button below,
Participant also agrees that the Company, in its sole discretion,
may instruct a broker on Participant’s behalf to sell shares
of Stock otherwise issuable to Participant upon vesting of the RSUs
and submit the proceeds of such sale to the Company in satisfaction
of any withholding obligations in accordance with Section 2.5
of the RSU Agreement or may satisfy such obligations using any
other method permitted by Section 2.5 or the Plan. Participant
hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee upon any questions
arising under the Plan or relating to the Restricted Stock
Units.
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ELECTRONICS
FOR IMAGING, INC.:
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By:
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Print Name:
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EXHIBIT A
TO RESTRICTED STOCK UNIT AWARD
GRANT NOTICE
RESTRICTED STOCK UNIT AWARD
AGREEMENT
Pursuant to the Restricted Stock
Unit Award Grant Notice (the “ Grant Notice
”) to which this Restricted Stock Unit Award Agreement (the
“ Agreement ”) is attached, Electronics
For Imaging, Inc., a Delaware corporation (the “
Company ”), has granted to Participant an award
of restricted stock units ( “ Restricted Stock
Units ” or “ RSUs ”
) under the Company’s 2009 Equity Incentive Award Plan, as
amended from time to time (the “ Plan
”).
ARTICLE I
GENERAL
1.1 Defined Terms . Wherever
the following terms are used in this Agreement they shall have the
meanings specified below, unless the context clearly indicates
otherwise. Capitalized terms not specifically defined herein shall
have the meanings specified in the Plan and the Grant Notice. 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
Company’s Stock (subject to adjustment as provided in
Section 11 of the Plan) solely for purposes of the Plan and
this Agreement. The Restricted Stock Units shall be used solely as
a device for the determination of the payment to eventually be made
to the Participant if such Restricted Stock Units vest pursuant to
Section 2.3. The Restricted Stock Units shall not be treated
as property or as a trust fund of any kind.
(a) “
Administrator ” shall mean the Board or the
Committee responsible for conducting the general administration of
the Plan in accordance with Article 12 of the Plan; provided that
if Participant is an Independent Director,
“Administrator” shall mean the Board.
(b) “ Termination of
Consultancy ” shall mean the time when the engagement
of Participant as a Consultant to the Company or a Subsidiary is
terminated for any reason, with or without cause, including, but
not by way of limitation, by resignation, discharge, death or
retirement, but excluding: (a) terminations where there is a
simultaneous employment or continuing employment of Participant by
the Company or any Subsidiary and (b) terminations where there
is a simultaneous re-establishment of a consulting relationship or
continuing consulting relationship between Participant and the
Company or any Subsidiary. The Administrator, in its absolute
discretion, shall determine the effect of all matters and questions
relating to Termination of Consultancy, including, but not by way
of limitation, the question of whether a particular leave of
absence constitutes a Termination of Consultancy. Notwithstanding
any other provision of the Plan, the Company or any Subsidiary has
an absolute and unrestricted right to terminate a
Consultant’s service at any time for any reason whatsoever,
with or without cause, except to the extent expressly provided
otherwise in writing.
(c) “ Termination of
Directorship ” shall mean the time when Participant,
if he or she is or becomes an Independent Director, ceases to be a
Director for any reason, including, but not by way of limitation, a
termination by resignation, failure to be elected, death or
retirement. The Board, in its sole and absolute discretion, shall
determine the effect of all matters and questions relating to
Termination of Directorship with respect to Independent
Directors.
A-1
(d) “ Termination of
Employment ” shall mean the time when the
employee-employer relationship between Participant and the Company
or any Subsidiary is terminated for any reason, with or without
cause, including, but not by way of limitation, a termination by
resignation, discharge, death, disability or retirement; but
excluding: (a) terminations where there is a simultaneous
reemployment or continuing employment of Participant by the Company
or any Subsidiary, and (b) terminations where there is a
simultaneous establishment of a consulting relationship or
continuing consulting relationship between Participant and the
Company or any Subsidiary. The Administrator, in its absolute
discretion, shall determine the effect of all matters and questions
relating to Termination of Employment, including, but not by way of
limitation, the question of whether a particular leave of absence
constitutes a Termination of Employment.
(e) “ Termination of
Services ” shall mean Participant’s Termination
of Consultancy, Termination of Directorship or Termination of
Employment, as applicable.
1.2 Incorporation of Terms of
Plan . RSUs are subject to the terms and conditions of the Plan
which are incorporated herein by reference. In the event of any
inconsistency between the Plan and this Agreement, the terms of the
Plan shall control.
ARTICLE II
GRANT OF RESTRICTED STOCK
UNITS
2.1 Grant of RSUs . In
consideration of Participant’s past and/
