Exhibit 10.9
2002 STOCK INCENTIVE PLAN
OF
SECURE COMPUTING
CORPORATION
RESTRICTED STOCK UNIT AWARD
AGREEMENT
This Restricted Stock Unit Award
Agreement, effective as of
(the “Grant Date”), is between Secure Computing
Corporation, a Delaware corporation (the “Company”),
and you, an employee of the Company or one of its
Affiliates.
The Company wishes to award to you a
number of Restricted Stock Units, with each Restricted Stock Unit
representing the right to receive one share of the Company’s
Common Stock, $0.01 par value per share (the “Common
Stock”), subject to certain restrictions as provided in this
Agreement, in order to carry out the purposes of the
Company’s 2002 Stock Incentive Plan (the
“Plan”).
Accordingly, for good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the Company and you hereby agree as
follows:
1. Award of Restricted Stock
Units .
The Company hereby grants to you,
effective as of the Grant Date, an Award of Restricted Stock Units
(the “Restricted Stock Units”) for that number of units
communicated separately to you by the Company or its agent through
an electronic notice and on-line award acceptance web page (the
“Electronic Notice and On-Line Award Acceptance”), on
the terms and conditions set forth in this Agreement and in
accordance with the terms of the Plan.
2. Rights with Respect to the
Restricted Stock Units .
The Restricted Stock Units granted
pursuant to this Agreement do not and shall not give you any of the
rights and privileges of a stockholder of Common Stock. Your rights
with respect to the Restricted Stock Units shall remain forfeitable
at all times prior to the date or dates on which such rights become
vested, and the restrictions with respect to the Restricted Stock
Units lapse, in accordance with Section 3 or 4
hereof.
3. Vesting .
Subject to the terms and conditions
of this Agreement, the Restricted Stock Units shall vest, and the
restrictions with respect to the Restricted Stock Units shall
lapse, on the date or dates and in the amount or amounts set forth
in the award notice provided to you, if you remain continuously
employed by the Company or an Affiliate of the Company until the
respective vesting dates.
4. Early Vesting; Forfeiture
.
If you cease to be employed by the
Company or an Affiliate of the Company prior to the vesting of the
Restricted Stock Units pursuant to Section 3 hereof, subject
to the terms of any written employment agreement between you and
the Company and any written benefit plan adopted by the Company,
your rights to all of the unvested Restricted Stock Units shall be
immediately and irrevocably forfeited, except that:
(i) if you retire on or after age 65
with five years of service with the Company or an Affiliate of the
Company (“Normal Retirement”) prior to the vesting of
the Restricted Stock Units pursuant to Section 3 hereof, you
shall become immediately and unconditionally vested in all
Restricted Stock Units and the restrictions with respect to all
Restricted Stock Units shall lapse on the date of your Normal
Retirement; or
(ii) if you die prior to the vesting
of the Restricted Stock Units pursuant to Section 3 hereof,
you shall become immediately and unconditionally vested in all
Restricted Stock Units and the restrictions with respect to all
Restricted Stock Units shall lapse on the date of your death. No
transfer by will or the applicable laws of descent and distribution
of any Restricted Stock Units which vest by reason of your death
shall be effective to bind the Company unless the Committee
administering the Plan shall have been furnished with written
notice of such transfer and a copy of the will or such other
evidence as the Committee may deem necessary to establish the
validity of the transfer.
5. Restriction on
