DATAWATCH CORPORATION
Restricted Stock Unit Agreement for Directors
Datawatch Corporation, a
Delaware corporation (the “Company”), hereby
grants as of the award date below (“Award Date”)
to the director named below (the “Participant”),
and the Participant hereby accepts, an award
(“Award”) of Restricted Stock Units
(“RSU”) that will vest as described in the
Vesting Schedule below, such Award to be subject to the terms
and conditions specified in the attached Exhibit A
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Participant
Name:
Award Date:
Number of
RSUs:
Vesting
Schedule:
Vesting Date
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_____________________________________
_____________________________________
_____________________________________
Number of RSUs
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By
signing this Agreement, the Participant acknowledges receipt
of a copy of this Agreement and a copy of the 2006 Equity
Compensation and Incentive Plan and the Prospectus related
thereto.
This Agreement will be effective only upon execution by the
Participant and delivery of such signed Agreement to the
Company.
IN WITNESS WHEREOF, the
Company and the Participant have caused this instrument to be
executed as of the Award Date set forth above.
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___________________________
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DATAWATCH CORPORATION
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(Participant
Signature)
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___________________________
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(Street
Address)
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By:__________________________________
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Name:
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___________________________
(City/State/Zip
Code)
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Title:
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Exhibit A
Restricted Stock Unit Agreement for Directors
Terms and Conditions
1.
Award . The Participant is hereby granted an
Award of RSUs, effective as of the date set
forth on the cover page attached hereto (the “Award
Date”), subject to the terms and conditions set forth herein
(collectively with the cover page, the “Agreement”),
and subject to and governed by the Company’s 2006 Equity
Compensation and Incentive Plan (the
“Plan”). Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the
Plan. Each RSU represents the right to receive one share of the
Company’s Common Stock upon the satisfaction of terms and
conditions set forth in this Agreement and the Plan.
2.
Vesting . Except as set forth in Section 6
herein, the RSUs will remain restricted and may not be sold,
assigned, exchanged, pledged or otherwise transferred by the
Participant until the RSUs have become vested pursuant to the terms
of this Agreement. If the Participant has continued to
serve the Company in the capacity of a director, then the RSUs will
vest as provided on the cover page hereto.
Each date on which a portion of the Award vests
shall be referred to herein as a
“Vesting Date.” Notwithstanding
the foregoing, in accordance with and subject to the provisions of
the Plan, the Committee may, in its discretion, accelerate the date
that any installment of this RSU becomes vested.
3.
Acceleration of Vesting Upon Change of Control
. Notwithstanding Section 2 hereof, in the event of
a Change in Control (as defined below) of the Company while this
RSU is in effect, this RSU shall, immediately prior to the
consummation of such Change in Control, become fully vested and all
shares subject to this RSU shall be delivered to the Participant;
provided , however , that the Board, in its sole
discretion, may require that the Participant’s rights under
this Section 3 shall be conditioned on approval by the stockholders
of the Company in accordance with Section 280G(b)5(B) of the Code
and regulations thereunder. For purposes of this
Agreement, a “Change in Control” means the occurrence
of any of the following events:
(a)
The
Company is merged or consolidated or reorganized into or with
another corporation or other legal person, and as a result of such
merger, consolidation or reorganization less than a majority of the
combined voting power of the then-outstanding securities of such
surviving, resulting or reorganized corporation or person
immediately after such transaction is held in the aggregate by the
holders of the then-outstanding securities entitled to vote
generally in the election of directors of the Company ("Voting
Stock") immediately prior to such transaction;
(b)
The
Company sells or otherwise transfers all or substantially all of
its assets to any other corporation or other legal person, and as a
result of such sale or transfer less than a majority of the
combined voting power of the then-outstanding securities of such
corporation or person immediately after such sale or transfer is
held in the aggregate by the holders of Voting Stock of the Company
immediately prior to such sale or transfer;
(c)
There
is a report filed on Schedule 13D or Schedule 14D-1 (or
any successor schedule, form or report), each as promulgated
pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), disclosing that any "person" (as such
term is used in Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act) has become the "beneficial owner" (as such term
is used in Rule 13d-3 under the Exchange Act) of securities
representing 50% or more of the Voting Stock of the
Company;
(d)
The
Company files a report or proxy statement with the Securities and
Exchange Commission pursuant to the Exchange Act disclosing in
response to Form 8-K or Schedule 14A (or any successor
schedule, form or report or item therein) that a change in control
o
