Exhibit 10.1 (g)
BSQUARE CORPORATION
THIRD AMENDED AND RESTATED STOCK PLAN
RESTRICTED STOCK UNIT AGREEMENT
This Restricted Stock Unit Agreement
(the “ Agreement ”) is made as of
by and between BSQUARE CORPORATION, a Washington corporation (the
“ Company ”), and
(the “ Participant ”).
1. Award of Restricted
Stock Units . Subject to the terms and conditions of this
Agreement, on the date of this Agreement the company will award to
Participant Restricted Stock Units representing
(___) shares of Common Stock (the “ Units ”).
The award of the Units shall be subject to the terms, definitions
and provisions of the BSQUARE Corporation Third Amended and
Restated Stock Plan (now and as amended in the future, the “
Plan ”) adopted by the Company, which is incorporated
in this Agreement by reference. Unless otherwise defined in this
Agreement, the terms used in this Agreement shall have the meanings
defined in the Plan.
2. Payment for the
Units . No payment is required for the Units that
Participant is receiving.
3. Vesting
Schedule . The Units shall vest on the following schedule:
.
4. Forfeiture of
Units . If Participant’s employment or contractual
relationship with the Company terminates for any reason, then
Participant’s Units will be forfeited to the extent that they
have not vested before the termination date and do not vest as a
result of the termination. This means that the Units that have not
already vested will immediately be cancelled. Participant will
receive no payment for Units that are forfeited. Unless otherwise
required by applicable law, the Company determines when
Participant’s employment or contractual relationship with the
Company terminates for this purpose.
5. Units Not
Transferable . The Units may not be transferred, assigned,
pledged or hypothecated in any manner (whether by operation of law
or otherwise) other than by will, by the applicable laws of descent
and distribution or pursuant to any qualified domestic relations
order, and shall not be subject to execution, attachment or similar
process. Upon any attempt to transfer, assign, pledge, hypothecate
or otherwise dispose of the Units or of any right or privilege
conferred hereby contrary to the provisions hereof, or upon the
sale or levy or any attachment or similar process upon the rights
and privileges conferred hereby, the Units shall thereupon
terminate and become null and void.
6. Restrictions on
Resale . By accepting the Units, Participant agrees not to
sell any shares of Common Stock at a time when applicable laws,
Company policies or an agreement between the Company and its
underwriters prohibit a sale. This restriction will apply as long
as Participant’s employment or contractual relationship with
the Company continues and for such period of time after the
termination of such employment or contractual relationship as the
Company may specify.
7. Adjustments .
In the case of any stock split, stock div