Exhibit 10.2
CAPSTONE TURBINE
CORPORATION
INDUCEMENT RESTRICTED STOCK UNIT
AGREEMENT
THIS AGREEMENT
is entered into on this
day of [date of agreement] by
and between Capstone Turbine Corporation (the
“Company”) with [name] (“Executive”) to
evidence the award of the common stock of the Company that was made
on [date of grant].
RECITALS:
WHEREAS, the Company, through action of the compensation
committee of its board of directors taken on [date of committee
meeting], made a conditional award of the Company’s Common
Stock (the “Award”) as an inducement to encourage
Executive to accept an offer of employment as the Company’s
[title of Executive];
WHEREAS, the parties, in connection therewith, entered
into a letter agreement dated [date of letter agreement], that sets
forth the general terms of employment of the Executive by the
Company, including the terms of the Award that is evidenced by this
Agreement; and
WHEREAS, the parties further acknowledge that this Award
is granted separately from the Capstone Turbine Corporation 2000
Equity Incentive Plan (the “2000 Plan”), but desire
that this Award be subject to the terms contained in the 2000 Plan,
except as otherwise provided for herein;
NOW, THEREFORE,
in consideration of these premises,
and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties do hereby
agree to the following terms and conditions regarding the Award
covered hereby:
I.
NOTICE OF STOCK
AWARD
Notice is hereby given of the grant
of the Award, subject to the following terms. References in this
Agreement to certain terms of the Award shall be as defined in this
Article I:
|
Date of Grant:
|
|
|
|
|
|
Total Number of Shares:
|
|
|
|
|
|
Type of Award:
|
Restricted Stock Units
|
|
|
|
|
Term for Vesting:
|
|
Transfer of Shares; Vesting
Schedule:
Pursuant to the Award, ownership of
the Common Stock shall be transferred to Executive on the dates and
in the amounts described in this paragraph, subject to the
Executive continuing to be either an Employee or a Consultant to
the Company on such dates:
|
Transfer Date
|
|
Shares Transferred
|
|
|
|
|
|
|
|
|
|
|
|
|
The Common Stock transferred to
Executive pursuant to this Award shall be fully vested and not
subject to restrictions or forfeiture on the respective transfer
dates, except as provided in this Agreement. If Executive’s
employment is terminated by the Company other than for Cause prior
to the one-year anniversary of the Date of Grant, Executive shall
become vested in and have the vested right to receive a transfer of
the Common Stock under this Award with respect to 1/48
th of the number of Shares subject to the
Award for each full month of employment following the Date of
Grant, based on the day of the month corresponding to the Date of
Grant, through the date of such termination.
Award Termination:
The Award shall terminate on the
date that Executive ceases to be either an Employee or a Consultant
of the Company. Upon termination, any unvested portion of the Award
will lapse.
II.
AGREEMENT
1.
Grant of Award
. This Award is subject to the terms
set forth in Article I of this Agreement and, except as
expressly provided for herein, the terms, definitions and
provisions of the 2000 Plan regarding awards of Common Stock
(including Stock Bonus grants), which are incorporated herein by
reference. All capitalized terms used in this Agreement shall have
the meanings ascribed to such terms in the 2000 Plan, except as may
be otherwise defined herein. The Award evidenced in this
