ACE*COMM CORPORATION
AMENDED AND RESTATED OMNIBUS STOCK PLAN
RESTRICTED STOCK
AGREEMENT
ACE*COMM
Corporation, a Maryland corporation (the
“Corporation”), hereby grants shares of its common
stock, $.01 par value (the “Common Stock”), to the
Grantee named below, subject to the vesting conditions set forth in
the attachment. Additional terms and conditions of the grant are
set forth in this cover sheet and in the attachment (collectively,
the “Agreement”) and in the Corporation’s Amended
and Restated Omnibus Stock Plan (the
“Plan”).
Grant Date:
____________________, ________
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Grantee’s Employee
Identification Number:
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Number of Shares of Common Stock
Covered by Grant:
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Purchase Price
per Share of Common Stock: $.01 per share
First Vesting
Date: _____________________________
By signing
this cover sheet, you agree to all of the terms and conditions
described in this Agreement and in the Plan, a copy of which is
also attached. You acknowledge that you have carefully reviewed the
Plan, and agree that the Plan will control in the event any
provision of this Agreement should appear to be inconsistent
Certain capitalized terms used in this Agreement are defined in the
Plan, and have the meaning set forth in the Plan.
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(Signature)
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(Signature)
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Title:
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This is not
a stock certificate or a negotiable instrument
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1
ACE*COMM CORPORATION
AMENDED AND RESTATED OMNIBUS STOCK PLAN
RESTRICTED STOCK
AGREEMENT
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Restricted
Stock/
Nontransferability
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This grant is
an award of Common Stock in the number of shares set forth on the
cover sheet, at the purchase price set forth on the cover sheet,
and subject to the vesting conditions described below
(“Restricted Stock”). The purchase price is deemed paid
by your acceptance of employment with or your prior services to the
Corporation. To the extent not yet vested, your Restricted Stock
may not be transferred, assigned, pledged or hypothecated, whether
by operation of law or otherwise, nor may the Restricted Stock be
made subject to execution, attachment or similar
process.
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For the purpose
of this Agreement, “Service” means your service as an
employee, officer, director or consultant of the Corporation or an
Affiliate. Your change in position or duties will not result in
interrupted or terminated Service, so long as you continue to be an
employee, officer, director or consultant of the Corporation or an
Affiliate. Whether a termination of Service has occurred for
purposes of this Agreement shall be determined by the Committee,
which determination shall be final, binding and conclusive. For the
purpose of this Agreement, an “Affiliate” means, with
respect to the Company, any company or other trade or business that
controls, is controlled by or is under common control with the
Company.
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The Corporation
will issue your Restricted Stock in your name as of the Grant
Date.
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Your right to
the Common Stock under this Restricted Stock Agreement vests as to
one-fourth (1/4 th )
of the total number of shares of Common Stock covered by this
grant, as shown on the cover sheet, on the First Vesting Date set
forth on the cover sheet (“First Vesting Date”),
provided you then continue in Service. An additional one-fourth
(1/4 th
) of the total number of shares of
Common Stock covered by this grant, as shown on the cover sheet,
shall vest on each of the second, third and fourth anniversary of
the First Vesting Date, provided you then continue in Service. The
resulting aggregate number of vested shares of Common Stock will be
rounded to the nearest whole number, and you cannot vest in more
than the number of shares covered by this grant.
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No additional
shares of Common Stock will vest after your Service has terminated
for any reason.
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Forfeiture of
Unvested Common Stock
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In the event
that your Service terminates for any reason, you will forfeit to
the Corporation all of the shares of Common Stock subject to this
grant that have not yet vested.
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The issuance of
the Common Stock under this grant shall be evidenced in such a
manner as the Corporation, in its discretion, will deem
appropriate, including, without limitation, book-entry,
registration or issuance of one or more Common Stock certificates,
with any unvested Restricted Stock bearing the appropriate
restrictions imposed by this Agreement. As your interest in the
Common Stock vests as described above, the recordation of the
number of shares of Restricted Stock attributable to you will be
appropriately modified.
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You agree, as a
condition of this grant, that you will make acceptable arrangements
to pay any withholding or other taxes that may be due as a result
of the payment of dividends or the vesting of Common Stock acquired
under this grant. In the event that the Corporation determines that
any federal, state, local or foreign tax or withholding payment is
required relating to
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