Exhibit 10.2
SERENA SOFTWARE, INC.
AMENDED AND RESTATED 2006 STOCK INCENTIVE
PLAN
RESTRICTED STOCK UNIT AGREEMENT
Participant:
Grant Date:
Number of Restricted Stock Units:
This Restricted Stock Unit Agreement
(this “ Agreement ”), effective as of the
“ Grant Date ” set forth above, is
between Serena Software, Inc. (the “ Company
”) and the Participant whose name is set forth above, and is
issued pursuant to the Serena Software, Inc. Amended and Restated
2006 Stock Incentive Plan (as amended from time to time, the
“ Plan ”).
1. Definitions .
Unless otherwise defined herein, capitalized terms used herein
shall have the same meaning set forth in the Plan.
2. Grant of Units .
The Company hereby grants the number of Restricted Stock Units set
forth above to the Participant. Each unit represents the right to
receive one share of Common Stock (a “ Share
”) upon the expiration or termination of the Restricted
Period (as defined below), subject to the terms, conditions and
restrictions set forth in the Plan, this Agreement and the
Management Stockholders Agreement. The Participant’s interest
in the Restricted Stock Units shall be that of a general, unsecured
creditor of the Company.
3. Restricted Period .
The “ Restricted Period ” shall mean the
period beginning on the Grant Date and expiring on the third
anniversary thereof. Except as otherwise provided in
Section 6, upon the expiration or termination of the
Restricted Period, the Restricted Stock Units granted hereunder
shall (to the extent not previously vested) vest in full and Shares
in respect thereof shall be issued to the Participant in accordance
with Section 15 hereof.
4. Restrictions on Transfer
During Restricted Period . Unless otherwise permitted by
the Committee, the Restricted Stock Units may not be sold,
assigned, transferred, pledged, hypothecated, loaned, or otherwise
disposed of, and during the Participant’s lifetime the
Participant’s rights with respect to the Restricted Stock
Units shall be exercised only by such Participant or by his or her
guardian or legal representative, except that the Restricted Stock
Units may be transferred by will or by the laws of descent and
distribution. Any sale, assignment, transfer, pledge,
hypothecation, loan or other disposition other than in accordance
with this Section 4 shall be null and void.
5. Change in Control or
Initial Public Offering During Restricted Period . Subject
to Section 8, if a Change in Control or an Initial Public
Offering (as defined below) occurs during the Restricted Period,
and the price per Share (as determined by the Board in good faith)
at the time of such event: (i) is greater than or equal to
$4.00 but less than $4.50, then 25% of the Restricted Stock Units
granted hereunder shall vest, (ii) is greater than or equal to
$4.50 but less than $5.00, then 50% of the Restricted Stock Units
granted hereunder shall vest, or (iii) is greater than or
equal to $5.00, then 100% of the Restricted Stock Units granted
hereunder shall vest (each of clauses (i), (ii) and
(iii) is hereafter referred to as a “ Vesting
Threshold ”). In addition, if, during any consecutive
ninety (90) calendar day period following an Initial Public
Offering, the
average of the closing sales prices (or closing
bids, for days in which no sales are reported) of the Common Stock
for such ninety (90) calendar day period (the “
Average Price ”) satisfies a higher Vesting
Threshold (i.e., a Vesting Threshold that is higher than the
Vesting Threshold that was satisfied to vest any Restricted Stock
Units at the time of the Initial Public Offering (or that is the
initial Vesting Threshold if such initial Vesting Threshold was not
satisfied, and no Restricted Stock Units became vested, at the time
of the Initial Public Offering) or at the end of any subsequent
consecutive ninety (90) day periods, as applicable), then at
the end of such ninety (90) calendar day period, the
Restricted Stock Units shall vest as follows: (x) if the
Average Price is greater than or equal to $4.00 but less than
$4.50, such number of additional Restricted Stock Units, if any,
shall become vested so that a total of 25% of the Restricted Stock
Units granted hereunder shall be vested, (ii) if the Average
Price is greater than or equal to $4.50 but less than $5.00, then
such number of additional Restricted Stock Units, if any, shall
become vested so that a total of 50% of the Restricted Stock Units
granted hereunder shall be vested, or (iii) if the Average
Price is greater than or equal to $5.00, then such number of
additional Restricted Stock Units, if any, shall become vested so
that a total of 100% of the Restricted Stock Units granted
hereunder shall be vested. Shares in respect of any Restricted
Stock Units that shall vest in accordance with the foregoing shall
be issued to the Participant in accordance with
Section 15.
For purposes of this Agreement,
“ Initial Public Offering ” shall mean an
initial public offering of the Company of at least 25% of the
outstanding shares of Common Stock, or that results in gross
proceeds to the Company equal to or greater than $25,000,000. For
the avoidance of doubt, any subsequent public offering of the
Company will be combined with the Initial Public Offering of the
Company in order to determine whether the 25% threshold contained
in the preceding sentence has been surpassed.
6. Termination of Continuous
Service During Restricted Period . In the event that the
Participant’s Continuous Service terminates or is terminated
for any reason during the Restricted Period, the Participant shall
automatically forfeit all of the then outstanding Restricted Stock
Units that have not previously vested pursuant to Section 5
and all of the Participant’s rights hereunder shall
cease.
7. Dividends . If the
Company shall pay a cash dividend on its Common Stock, the
Participants shall not be entitled to any cash dividend equivalent
payments in respect of or corresponding to the Restricted Stock
Units.
8. Changes in Common
Stock . In the event of any change in the number and kind
of outstanding shares of Common Stock by reason of any
recapitalization, reorganization, merger, consolidation, stock
dividend, stock split, reverse stock split, or any extraordinary
distribution or extraordinary dividend to holders of Common Stock
(whether paid in cash or otherwise), or any similar change
affecting the Common Stock, the Committee shall make an appropriate
adjustment in (i) the applicable Vesting Thresholds so that
such Vesting Thresholds appropriately reflect the impact of such
change on the Common Stock and (ii) the number and terms of
the Restricted Stock Units subject to this Agreement so that, after
such adjustment, the Restricted Stock Units shall represent a right
to receive the same consideration (or if such consideration is not
available, other consideration of the same value) that the
Participant would have received in connection with such
recapitalization, reorganization, merger, consolidation, stock
split or any similar change if the Participant had owned on the
applicable record date a number of shares of Common Stock equal to
the number of Restricted Stock Units subject to this Agreement
prior to such adjustment.
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9. No Right to Continued
Employment . Nothing in this Agreement or the Plan shall be
interpreted or construed to confer upon the Participant any right
to continued employment by the Company or any of its subsidiaries,
nor shall this Agreement or the Plan interfere in any way with the
right of the Company or any of its subsidiaries to terminate the
Participant’s employment at any time for any reason
whatsoever, whether or not with cause.
10. No Rights as a
Stockholder . The Participant’s interest in the
Restricted Stock Units shall not entitle the Participant to any
rights as a stockholder of the Company. The Participant shall not
be deemed to be the holder of, or have any of the rights and
privileges of a stockholder of the Company in respect of, the
Shares unless and until such Shares have been issued to the
Participant in accordance with Section 15.
11. General
Restrictions . Notwithstanding anything in this Agreement
to the contrary, the Company shall have no obligation to issue or
transfer the Shares as contemplated by this Agreement unless and
until such issuance or transfer shall comply with all relevant
provisions of law and the requirements of any stock exchange on
which the Common Stock is listed for trading.
12. Legend on
Certificates . The certificates representing the Shares
issued in respect of vested Restricted Stock Units shall be subject
to such stop transfer orders and other restrictions as the
Committee or the Company may determine is required by the rules,
regulations, and other requirements of the Securities
