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Director Form
Exhibit 10.65
RUBIO’S RESTAURANTS,
INC.
1999 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
THIS RESTRICTED STOCK UNIT AGREEMENT (the
"Agreement"), dated ‹GRANT
DATE› between Rubio’s
Restaurants, Inc., a Delaware corporation (the "Company"), and
< NAME› ("Mr./Ms.
<LAST NAME>" or the "Director"), is entered into as
follows:
WHEREAS, Mr./Ms. ________________ is a director
of the Company; and
WHEREAS, the Compensation Committee of the Board
of Directors of the Company or its delegates (the "Committee") has
determined that the Director shall be granted the right to receive
shares of Company common stock ("Stock") on the vesting date(s)
described below as part of [his or her] annual director’s
fees. Prior to delivery, the right to receive such stock shall be
represented herein by stock units ("Stock Units"), with each Stock
Unit representing the right to receive one share of Stock, subject
to the restrictions stated below and in accordance with the terms
and conditions of the Rubio’s Restaurants, Inc. 1999 Stock
Incentive Plan (the "Plan"), a copy of which can be found on the
Company’s website at: https://rubios.com , or by
written or telephonic request to the Plan Administrator.
THEREFORE, the parties agree as
follows:
1.
Grant of Stock Units . Subject to the terms and conditions of this Agreement and of
the Plan, the Company hereby grants to Mr./Ms. _______________
Stock Units representing
‹______› shares of
Stock (the "Shares").
2.
Vesting Schedule . The Stock
Units granted pursuant to Section 1 shall vest upon the earliest of
Mr./Ms. _____________’s death, or Permanent Disability, a
Change of Control or a Corporate Transaction, as such capitalized
terms are defined in the Plan, or the expiration of 12 months of
continuous service as a director of the Company (the "Vesting
Term").
3.
Benefit Upon Vesting . Unless otherwise determined by the Plan Administrator, upon the
vesting of the Stock Units, the Director shall be entitled to
receive, the Shares and a dividend equivalent payment equal to the
sum of the amount(s) determined as follows:
(a) multiplying the number of vested Stock Units
by the dividend per share of Stock on each dividend payment date
between the date hereof and the vesting date to determine the
dividend equivalent amount for each dividend payment date;
and
(b) dividing the amount determined in clause
(a) above by the fair market value of a share of Stock on the
date of such dividend payment to determine the number of additional
Stock Units to be credited to the Director;
provided, however, that if the aggregate of all
such dividend equivalent amounts results in the payment of a
fractional share, such fractional share shall be rounded down to
the nearest whole share; and provided, further, that the Company
may pay such dividend equivalent amount(s) in cash at its sole
discretion. Notwithstanding anything in the preceding sentence to
the contrary, no Shares to which the Director may become entitled
pursuant to this Section 3 shall be delivered to the Director under
this Agreement until [his or her] service as a director of the
Company terminates.
4.
Restrictions .
(a) The Stock Units granted hereunder may not be
sold, assigned, or transferred, other than by will or by the laws
of descent and distribution; provided, however, that during the
Director’s lifetime the Director may, in connection with [his
or her] estate plan, assigned in whole or in part the Stock Units
granted hereunder to one or more members of [his or her] immediate
family or to a trust established exclusively for one or more such
family members. The assigned portion of the Stock Units may only be
claimed by the person or persons who acquire a proprietary interest
in the Stock Units pursuant to the assignment. The terms applicable
to the assigned portion of the Stock Units shall be the same as
those in effect for the Stock Units immediately prior to such
assignment and shall be set forth in such documents issued to the
assignee as the Plan Administrator may deem appropriate. The
Director may also designate one or more persons as the beneficiary
or beneficiaries of [his or her] Stock Units, and those Stock Units
shall, in accordance with such designation, automatically be
transferred to such beneficiary or beneficiaries upon the
Director’s death while holding those Stock Units. Such
beneficiary or beneficiaries shall take the transferred Stock Units
subject to all the terms and conditions of the applicable agreement
evidencing such transferred Stock Units.
(b) If Mr./Ms. _________’s service as a
director of the Company terminates for any reason, other than those
set forth in Section 2, before [his or her] interest in the Stock
Units vests, the interest of Mr./Ms. ___________ in the Stock Units
shall be forfeited on the date of [his or her] termination of
service as a director of the Company.
5. No
Stockholder Rights . Stock Units
represent hypothetical shares of Stock. During the Vesting Term,
the Director shall not be entitled to any of the rights or benefits
generally accorded to stockholders.
6.
Taxes .
(a) The Director shall be liable for any and all
taxes, including withholding taxes, if any, arising out of this
grant, the vesting of Stock Units or the delivery of the Shares
hereunder. In the event that the Company or the Director is
required to withhold taxes as a result of the grant or vesting of
Stock Units, or subsequent sale of Stock acquired pursuant to such
Stock Units, or due upon receipt of dividend equivalent payments,
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