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Exhibit 10.68
Employee Form
RUBIO’S RESTAURANTS,
INC.
2006 EXECUTIVE 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 ‹EMPNO›‹NAME›
(the "Employee"), is entered into as
follows:
WHEREAS, the continued participation of the
Employee is considered by the Company to be important for the
Company's continued growth; and
WHEREAS, in order to give the Employee an
incentive to continue in the employ of the Company and to assure
his or her continued commitment to the success of the Company, the
Compensation Committee of the Board of Directors of the Company or
its delegates (the"Committee") has determined that the Employee
shall be granted the right to receive shares of Company common
stock (the "Stock") on the vesting date(s) described below. 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. 2006 Executive
Incentive Plan (the "Plan"), a copy of which can be found on the
Company’s website at: https://____________, 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 the Employee Stock Units
covering ‹SHARES› shares of Stock (the "Shares").
2.
Vesting Schedule . Provided
the Employee does not experience a termination of employment for
any reason during the following vesting term (the "Vesting Term"),
the interest of the Employee in the Stock Units shall vest as
follows: ‹INSERT VESTING PROVISION
HERE› . In the event the Employee has
not met the vesting requirements by [INSERT VESTING
TERMINATION DATE], the interest of the
Employee in the Stock Units shall be forfeited on that date.
[Notwithstanding anything in this Section 2 to the contrary, in the
event of (i) the acquisition, directly or indirectly by any person
or related group of persons (other than the Company or a person
that directly or indirectly controls, is controlled by, or is under
common control with, the Company or any employee benefit plan of
the Company or any of its subsidiaries or any entity holding shares
for or pursuant to the terms of any such plan), of beneficial
ownership (within the meaning of Rule 13d-3 of the General Rules
and Regulations under the Securities Exchanges Act of 1934) of
securities possessing more than 50% of the total combined voting
power of the Company’s outstanding securities pursuant to a
tender or exchange offer made directly to the Company’s
stockholders, or (ii) a Corporate Transaction, as defined in the
Company’s 1999 Stock Incentive Plan (the "1999 Plan"), the
interest of the Employee in all of the Stock Units shall vest
immediately upon the completion of the acquisition of the requisite
percentage of securities or upon the effective date of the
Corporate Transaction to the extent not theretofore
vested.]
3.
Benefit Upon Vesting . Unless otherwise determined by the Administrator, upon the
vesting of the Stock Units, the Employee shall be entitled to
receive, as soon as administratively practicable, 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 Employee;
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.
4.
Restrictions .
(a) Except as otherwise provided for in this
Agreement, the Stock Units granted hereunder may not be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will, by the laws of descent and
distribution, or to the extent permitted by the Plan, the 1999
Plan, or other equity plan, to the extent the Shares are payable
from such plan(s).
(b) Except as otherwise provided for in this
Agreement, if the Employee's employment with the Company is
terminated at any time for any reason (other than the Employee's
death or Permanent Disability, as defined in the 1999 Plan) prior
to the expiration of the Vesting Term, all Stock Units granted
hereunder that have not vested by such date and that are held by
the Employee as of such date shall be forfeited by, and no further
rights hereunder shall accrue to, the Employee. In the event of the
Employee’s death or Permanent Disability prior to the
expiration of the Vesting Term, the interest of the Employee in the
Stock Units shall vest on a pro rata basis based upon the services
rendered during the Vesting Term.
5. No
Stockholder Rights . Stock Units
represent hypothetical shares of Stock. During the Vesting Term,
the Employee shall not be entitled to any of the rights or benefits
generally accorded to stockholders.
6.
Taxes .
(a) The Employee shall be liable for any and all
taxes, including withholding taxes, arising out of this grant or
the vesting of Stock Units hereunder. In the event that the Company
or the Employer 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, the Employee shall make a cash
payment to the Company, or, if permitted by the Plan Administrator,
the Employee shall surrender a sufficient number of whole shares of
such Stock as necessary to cover all applicable required
withholding taxes and social security contributions at the time the
restrictions on the Stock Units lapse, unless alternative
procedures for such payment are established by the Company. The
Employee will receive a cash refund for any fraction of a
surrendered share not necessary for required withholding taxes and
required social security contributions. To the extent that any
surrender of Stock or payment of cash or alternative procedure for
such payment is insufficient, the Employee authorizes the Company,
and its Subsidiaries and Affiliates, which are qualified to deduct
tax at the source, to deduct all applicable required withholding
taxes
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