EXHIBIT 10.3
ACCESS INTEGRATED TECHNOLOGIES,
INC.
RESTRICTED STOCK UNIT AGREEMENT
THIS AGREEMENT, dated as of ______________, between
Access Integrated Technologies, Inc. (the “Company”), a
Delaware corporation, and ________________ (the
“Director”).
WHEREAS, the Director has been granted the following
award under the Company’s Second Amended and Restated 2000
Equity Incentive Plan (the “Plan”);
NOW, THEREFORE, in consideration of the premises and
mutual covenants contained herein, and for other good and valuable
consideration, the parties hereto agree as follows.
1.
Award of Shares .
Pursuant to the provisions of the Plan, the terms of which are
incorporated herein by reference, the Director is hereby awarded
______ Restricted Stock Units (the “Award”), subject to
the terms and conditions of the Plan and those herein set forth.
The Award is granted as of ________________ (the “Date of
Grant”). Capitalized terms used herein and not defined shall
have the meanings set forth in the Plan. In the event of any
conflict between this Agreement and the Plan, the Plan shall
control.
2.
Vesting of Award: Treatment upon Termination of
Service . Unless otherwise provided by
the Committee, all Restricted Stock Units under this Agreement
shall be subject to the vesting schedule in this Section
2.
(a)
Vesting Generally .
Subject to the following provisions of this Section 2 and the other
terms and conditions of this Agreement, this Award shall become
vested on the following schedule:
In the event of termination of employment of the
Director for any reason other than as set forth in Section 2(b),
below, the Director shall be vested in the portion, if any, of the
Award in which the Director is vested at the time of the
termination of employment under this Section 2(a) and Section
2(c).
(b)
Death or Disability .
In the event of termination of employment of the Director by reason
of the Director’s death or Permanent Disability, the Director
shall become fully vested in the Award.
(c)
Change in Control .
Notwithstanding any provision of this Section 2 to the contrary,
the Award shall become immediately vested in full upon a Change in
Control.
(d)
Forfeiture . That
portion of the Award which is not vested immediately following the
Director’s termination of employment, as described above,
shall be immediately forfeited to the Company.
3.
Other Terms and Conditions . It is understood and agreed that the Award of Restricted
Stock Units evidenced hereby is subject to
