Exhibit
10.4
STREAM GLOBAL SERVICES,
INC.
Restricted Stock Unit
Agreement
Granted Under 2008 Stock
Incentive Plan
This Restricted Stock Unit Agreement
(this “Agreement”) is made this
[ ] day of
[ ],
20[ ] (the “Grant Date”),
between Stream Global Services, Inc., a Delaware corporation (the
“Company”), and
[ ]
(the “Participant”).
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1.
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Grant and
Issuance of Shares .
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The Company shall issue to the
Participant, and the Participant shall acquire and accept from the
Company, subject to the terms and conditions set forth in this
Agreement and in the Company’s 2008 Stock Incentive Plan (the
“Plan”),
[ ]
restricted stock units (individually, an “RSU” and
collectively, the “RSUs”). Each RSU represents the
right to receive one share of common stock, par value $0.001 per
share, of the Company (the “Common Stock”) as provided
in this Agreement. The shares of Common Stock that are issuable
upon vesting of the RSUs are referred to in this Agreement as
“Shares.” The Participant agrees that the Shares shall
be subject to (without limitation) the forfeiture provisions set
forth in Section 2 of this Agreement and the restrictions on
transfer set forth in Section 4 of this Agreement.
(a) The RSUs shall vest as to 6.25%
of the original number of RSUs at the end of each successive
three-month period following the Grant Date until the fourth
anniversary of the Grant Date, so long as the Participant continues
to be employed by the Company.
(b) Any RSUs that have not vested on
or before the date upon which the Participant ceases to be employed
by the Company for any reason other than death shall be forfeited
to the Company and the Participant shall have no further rights
with respect to such unvested RSUs.
(c) In the event that a
Participant’s employment with the Company is terminated by
reason of the Participant’s death all unvested RSUs shall
vest in full as of the date of the Participant’s
death.
(d) For purposes of this Agreement,
employment with the Company shall include employment with any
direct or indirect parent or subsidiary of the Company, or any
successor to the Company or any such parent or subsidiary of the
Company.
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3.
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Distribution
of Shares .
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(a) The Company will distribute to
the Participant (or to the Participant’s estate in the event
that his or her death occurs after a vesting date but before
distribution of the corresponding Shares), as soon as
administratively practicable after each vesting date, the Shares
represented by RSUs that vested on such vesting date.
(b) The Company shall not be
obligated to issue to the Participant the Shares upon the vesting
of any RSUs unless the issuance and delivery of such Shares shall
comply with all relevant provisions of law and other legal
requirements including, without limitation, any applicable federal
or state securities laws and the requirements of any stock exchange
upon which shares of Common Stock may then be listed.
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4.
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Restrictions
on Transfer .
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The Participant shall not sell,
assign, transfer, pledge, hypothecate or otherwise dispose of, by
operation of law or otherwise (collectively
“transfer”), any RSUs, or any interest therein, that
are subject to the forfeiture provisions under Section 2
above, except that the Participant may transfer such RSUs
(i) to or for the benefit of any spouse, children, parents,
uncles, aunts, nieces, nephews, siblings, grandchildren and any
other relatives approved by the Board of Directors (collectively,
“Approved Relatives”) or to a trust established solely
for the benefit of the Participant and/or Approved Relatives,
provided that such RSUs shall remain subject to this
Agreement (including without limitation the restrictions on
transfer set forth in this Section 4 and the forfeiture
provisions set forth in Section 2 above) and such permitted
transferee shall, as a condition to such transfer, deliver to the
Company a written instrument confirming that such transferee shall
be bound by all of the terms and conditions of this Agreement or
(ii) as part of the sale of all or substantially all of the
shares of capital stock of the Company (including pursuant to a
merger or consolidation), provided that, in accordance with
the Plan, the securities or other property received by the
Participant in connection with such transaction shall remain
subject to this Agreement.
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5.
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Dividend and
Other Shareholder Rights .
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Except as set forth in the Plan,
neither the Participant nor any person claiming under or through
the Participant shall be, or have any rights or privileges of, a
stockholder of the Company in respect of the Shares issuable
pursuant to the RSUs granted hereunder until the Shares have been
delivered to the Participant.
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6.
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Provisions
of the Plan; Reorganization Event
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