Exhibit 10.3
ELECTRONICS FOR IMAGING,
INC.
2009 EQUITY INCENTIVE AWARD
PLAN
RESTRICTED STOCK AWARD GRANT
NOTICE AND
RESTRICTED STOCK AWARD
AGREEMENT
Electronics For Imaging, Inc., a
Delaware corporation, (the “ Company ”),
pursuant to its 2009 Equity Incentive Award Plan, as amended from
time to time (the “ Plan ”), hereby
grants to the individual listed below (“
Participant ”), the number of shares of the
Company’s common stock, par value $0.01, set forth below (the
“ Shares ”). These Shares are subject to
all of the terms and conditions as set forth herein and in the
Restricted Stock Award Agreement attached hereto as Exhibit
A (the “ Restricted Stock Award Agreement
”) (including without limitation the Restrictions on the
Shares set forth in the Restricted Stock Award Agreement) and the
Plan, each of which are incorporated herein by reference. Unless
otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Grant Notice and the Restricted
Stock Award Agreement.
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Participant’s Name:
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Participant’s Address:
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Grant
Date:
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Total Number
of Shares of Restricted Stock:
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Purchase
Price:
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$
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Vesting
Commencement Date:
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Vesting
Schedule:
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[To be
indicated in individual grant notices]
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By clicking on the Acceptance button
below, Participant agrees to be bound by the terms and conditions
of the Plan, the Restricted Stock Award Agreement and this Grant
Notice. Participant has reviewed the Restricted Stock Award
Agreement, the Plan and this Grant Notice in their entirety and
fully understands all provisions of this Grant Notice, the
Restricted Stock Award Agreement and the Plan. Additionally, by
clicking on the Acceptance button below, Participant agrees that
Participant has read, fully understands and agrees to abide by the
terms of the Company’s Insider Trading Policy and has read
and fully understands the Plan Prospectus and Prospectus
Supplement, if applicable, each of which is attached to this Grant
Notice. In addition, by clicking on the Acceptance button below,
Participant agrees that the Company, in its sole discretion, may
instruct a broker on Participant’s behalf to sell shares of
Stock otherwise releasable to Participant upon vesting of the
Restricted Stock Awards and submit the proceeds of such sale to the
Company in satisfaction of any withholding obligations in
accordance with Section 2.2(d) of the Restricted Stock Award
Agreement or may satisfy such obligations using any other method
permitted by Section 2.2(d) or the Plan. Participant hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under
the Plan or relating to the Shares.
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ELECTRONICS
FOR IMAGING, INC.:
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By:
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Print Name:
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EXHIBIT A
TO RESTRICTED STOCK AWARD GRANT
NOTICE
RESTRICTED STOCK AWARD
AGREEMENT
Pursuant to the Restricted Stock
Award Grant Notice (the “ Grant Notice ”)
to which this Restricted Stock Award Agreement (the “
Agreement ”) is attached, Electronics For
Imaging, Inc., a Delaware corporation (the “
Company ”) has granted to Participant the right
to purchase the number of shares of Restricted Stock under the 2009
Equity Incentive Award Plan, as amended from time to time (the
“ Plan ”), as set forth in the Grant
Notice.
ARTICLE I
GENERAL
1.1 Defined Terms . Wherever
the following terms are used in this Agreement they shall have the
meanings specified below, unless the context clearly indicates
otherwise. Capitalized terms not specifically defined herein shall
have the meanings specified in the Plan and the Grant
Notice.
(a) “
Administrator ” shall mean the Board or the
Committee responsible for conducting the general administration of
the Plan in accordance with Article 12 of the Plan; provided that
if Participant is an Independent Director,
“Administrator” shall mean the Board.
(b) “ Termination of
Consultancy ” shall mean the time when the engagement
of Participant as a Consultant to the Company or a Subsidiary is
terminated for any reason, with or without cause, including, but
not by way of limitation, by resignation, discharge, death or
retirement, but excluding: (a) terminations where there is a
simultaneous employment or continuing employment of Participant by
the Company or any Subsidiary and (b) terminations where there
is a simultaneous re-establishment of a consulting relationship or
continuing consulting relationship between Participant and the
Company or any Subsidiary. The Administrator, in its absolute
discretion, shall determine the effect of all matters and questions
relating to Termination of Consultancy, including, but not by way
of limitation, the question of whether a particular leave of
absence constitutes a Termination of Consultancy. Notwithstanding
any other provision of the Plan, the Company or any Subsidiary has
an absolute and unrestricted right to terminate a
Consultant’s service at any time for any reason whatsoever,
with or without cause, except to the extent expressly provided
otherwise in writing.
(c) “ Termination of
Directorship ” shall mean the time when Participant,
if he or she is or becomes an Independent Director, ceases to be a
Director for any reason, including, but not by way of limitation, a
termination by resignation, failure to be elected, death or
retirement. The Board, in its sole and absolute discretion, shall
determine the effect of all matters and questions relating to
Termination of Directorship with respect to Independent
Directors.
(d) “ Termination of
Employment ” shall mean the time when the
employee-employer relationship between Participant and the Company
or any Subsidiary is terminated for any reason, with or without
cause, including, but not by way of limitation, a termination by
resignation, discharge, death, disability or retirement; but
excluding: (a) terminations where there is a simultaneous
reemployment or continuing employment of Participant by the Company
or any Subsidiary and (b) terminations where there is a
simultaneous establishment of a consulting relationship or
continuing consulting relationship between Participant and the
Company or any Subsidiary. The Administrator, in its absolute
discretion, shall determine the effect of all matters and questions
relating to Termination of Employment, including, but not by way of
limitation, the question of whether a particular leave of absence
constitutes a Termination of Employment.
A-1
(e) “ Termination of
Services ” shall mean Participant’s Termination
of Consultancy, Termination of Directorship or Termination of
Employment, as applicable.
1.2 Incorporation of Terms of
Plan . The Award is subject to the terms and conditions of the
Plan which are incorporated herein by reference. In the event of
any inconsistency between the Plan and this Agreement, the terms of
the Plan shall control.
ARTICLE II
GRANT OF RESTRICTED
STOCK
2.1 Grant of Restricted Stock
.
(a) Award . In consideration
of the Participant’s past and/or continued employment with or
service to the Company or a Subsidiary, and for other good and
valuable consideration which the Committee has determined exceeds
the aggregate par value of the Stock subject to the Award (as
defined below), as of the Grant Date, the Company issues to the
Participant the Award described in this Agreement (the “
Award ”). The number of shares of Restricted
Stock (the “ Shares ”) subject to the
Award is set forth in the Grant Notice. The Participant is an
Employee, Director or Consultant of the Company or a Subsidiary of
the Company.
(b) Purchase Price; Book Entry
Form . The purchase price of the Shares is set forth on the
Grant Notice. At the sole discretion of the Committee, the Shares
will be issued in either (i) uncertificated form, with the
Shares recorded in the name of the Participant in the books and
records of the Company’s transfer agent with appropriate
notations regarding the restrictions on transfer imposed pursuant
to this Agreement, and upon vesting and the satisfaction of all
conditions set forth in Section 2.2(d) hereof, the Company
shall cause certificates representing the Shares to be issued to
the Participant; or (ii) certificate form pursuant to the
terms of Sections 2.1(c) and (d) hereof.
(c) Legend . Certificates
representing Shares issued pursuant to this Agreement shall, until
all Restrictions (as defined below) imposed pursuant to this
Agreement lapse or shall have been removed and the Shares shall
thereby have become vested or the Shares represented thereby have
been forfeited hereunder, bear the following legend (or such other
legend as shall be determined by the Committee):
“THE SECURITIES REPRESENTED BY
THIS
