Exhibit 10.25
BAKBONE SOFTWARE
INCORPORATED
AMENDMENT TO
STAND-ALONE RESTRICTED STOCK UNIT
AWARD AGREEMENT
This Amendment to the Stand-Alone
Restricted Stock Unit Award Agreement (the “ Amendment
”) is made and entered into as of the last date completed
below, by and between Doug Lindroth (the “ Grantee
”) and Bakbone Software Incorporated (the “
Company ”).
RECITALS
WHEREAS , the Company and the Grantee entered into the
Stand-Alone Restricted Stock Unit Award Agreement with an
April 27, 2006 Date of Award (the “ RSU Agreement
”); and
WHEREAS , the Company hereby wishes to amend the RSU
Agreement due to the lack of an effective Registration Statement on
Form S-8 as of the next vesting date under the RSU Agreement as set
forth herein.
NOW, THEREFORE
, it is agreed as
follows:
AGREEMENT
Effective as of the date of this
Amendment:
1. Section 3(d) of
the RSU Agreement is hereby amended and restated in its entirety as
follows:
“ Issuance of Cash and
Withholding of Shares .
(i) First
Vesting Date . If, on the second anniversary of the Vesting
Commencement Date, (i) the Company does not have an effective
Registration Statement on Form S-8 on file registering the issuance
of the shares of Common Stock under this Section 3,
(ii) the issuance of the Shares would violate Applicable Laws,
or (iii) the Company’s Common Stock is not listed and
eligible for trading on any established stock exchanges or national
market systems, including without limitation The Toronto Stock
Exchange or The NASDAQ Global Select Market, The NASDAQ Global
Market or The NASDAQ Capital Market of The NASDAQ Stock Market LLC,
then the Company will take one or more of the actions specified
below.
(1) Share
Withholding for Continuous Service as Employee . With respect
to the 150,000 Units vesting on the second anniversary of the
Vesting Commencement Date, 79,316 Units will have vested in respect
of the Grantee’s prior service as an Employee with the
Company. In connection with the vesting of such Units, the Company
shall withhold a whole number of Shares equal to the following
number of Units in order to satisfy the Grantee’s minimum Tax
Withholding Obligation (as defined in Section 5 below):
(A) 6.2% of the 79,316
Units but no more
than the whole number of Shares with a value of $6,324
1
or, if less, such
whole number of Shares with a value as close as possible to the
employee portion of the Social Security taxes then due in respect
of the vesting of 79,316 Units, but not in excess of such Social
Security tax amount, plus (B) 25,738 Units
2
then vesting. Any
remaining portion of the Grantee’s minimum Tax Withholding
Obligation not satisfied by the above Share withholding shall be
satisfied by settling such number of whole Units in cash as needed
to satisfy
