Amended Stock Restriction
Agreement
This Stock
Restriction Agreement is made between MRO Software, Inc. (the
“Company”) and the undersigned Holder as of
May 10, 2005 (this “Agreement”), pursuant and
subject to the Company’s Amended and Restated 1999 Equity
Incentive Plan, as amended (the “Plan”). Unless
otherwise defined herein, all capitalized terms shall have the
meanings given in the Plan.
The Holder may
be granted shares of Stock under and subject to the terms of this
Agreement on one or more occasions. The specific number of shares,
the schedule under which the restrictions of this Agreement shall
lapse, and other terms specific to each grant of stock under this
Agreement will be set forth on one or more Schedule A
s, executed by the parties, referencing this Agreement,
incorporated herein and made a part hereof. As used
herein:
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a)
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The
term “Fair Market Value” on a specific day means the
closing sales price for Company Common Stock (or the closing bid,
if no sales were reported) as quoted on the Nasdaq National Market
or any similar organization or if Company Common Stock is listed on
any national securities exchange, as quoted on such national
securities exchange, as applicable, as reported in The Wall Street
Journal or other source as the Board deems reliable, and if Company
Common Stock is not traded on the Nasdaq National Market or any
similar organization or on any national securities exchange, the
value as determined in good faith by the Compensation Committee of
the Company’s Board of Directors, based on the information
available to it.
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b)
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The
term “Statutory Percentage” means the minimum
percentage rate of withholding for U.S. federal and state income
tax purposes, and for FICA, as utilized by the Company generally in
calculating its tax and FICA withholding obligations at the time
that each such withholding obligation arises.
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c)
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The
term “Stock” means MRO Software, Inc. Common Stock, $
.01 par value.
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d)
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The
term “Shares” means such number of shares of Stock as
are indicated on each Schedule A attached
hereto.
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e)
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The
term “Restricted Shares” means such number of Shares as
to which the restrictions of Section 3 below have not yet
lapsed, under and pursuant to the terms of the applicable
Schedule A .
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2.
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Change in Vesting Upon Change in
Control .
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a)
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In
the event of a Change in Control of the Company (as defined in the
Plan), the restrictions of Section 3 below shall lapse (and
the Shares shall vest) as set forth in Section 16(b) of the Plan,
as follows:
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i)
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immediately upon such Change of
Control, if the Holder is then an employee of the Company,
twenty-five percent (25%) of any unvested Shares shall
vest;
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ii)
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on
the date that is nine months after such Change in Control, if the
Holder is then an employee of the Company, one third (33 1/3%) of
the Shares that are not then yet vested in accordance with the
original terms or by virtue of this Section (d) shall
vest;
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iii)
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on
the date that is eighteen months after such Change in Control, if
the Holder is then an employee of the Company, fifty percent (50%)
of the Shares that are not then yet vested in accordance with the
original terms or by virtue of this Section (d) shall vest;
and
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iv)
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on
the second anniversary of such Change in Control, if the Holder is
then an employee of the Company, all (100%) of the Shares shall be
vested.
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b)
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The
foregoing clauses (i) through (iv) are intended to
provide for vesting that is in addition to, and not in lieu of, the
vesting schedule provided in Schedule A or otherwise in
effect at the time of a Change in Control, and, except to the
extent accelerated by such clauses, the Shares shall continue to
vest in accordance with the terms hereof.
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c)
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In
addition, this Agreement shall terminate and all of the Shares
shall be vested and no longer be subject to the provisions of
Section 3 below, immediately if, within two years following a
Change in Control of the Company, the Holder is terminated or
resigns from his or her employment by the Company for Good Reason
as defined and pursuant to the provisions of Section 16(e) of the
Plan.
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a)
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The
Restricted Shares may not be transferred or assigned, either
voluntarily or by operation of law, other than by will or the laws
of descent and distribution. If the Holder’s employment
terminates for any reason other than as provided in Section 2(c)
above (including by reason of the Holder’s death, disability
or retirement), such Shares as are then Restricted Shares shall be
forfeited as provided under Section 7, and all other
(non-Restricted) Shares shall remain the property of the
Holder.
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b)
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The
foregoing notwithstanding, (i) until the forfeiture of all
remaining Restricted Shares pursuant to Section 7 below,
Holder shall be considered a shareholder of the Company, with full
voting rights, with respect to all Restricted Shares, and
(ii) the Holder may, by delivering written notice to the
Company, in a form satisfactory to the Company, designate a third
party who, in the event of the death of the Holder, shall
thereafter be entitled to exercise the Holder’s rights under
this Stock Restriction Agreement.
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c)
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The
restrictions applicable to the Restricted Shares hereunder are
being recorded in the records of the Company and communicated to
its transfer agent, and the following legend shall be placed on the
reverse side of each stock certificate representing Restricted
Shares:
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“The Shares
represented by this certificate are subject to the terms of a Stock
Restriction Agreement between the stockholder and MRO Software,
Inc., a copy of which will be made available for inspection at the
Corporation’s premises upon request.”
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4.
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Term and Termination
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a)
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The
restrictions on transfer under Section 3 shall not apply and
shall be automatically terminated with respect to any Shares which
are not Restricted Shares or which at any time cease to be
Restricted Shares.
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b)
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This Agreement shall terminate at
such time as all Shares have ceased to be Restricted
Shares.
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5.
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Tax Matters —
General .
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a)
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The
Holder will be solely responsible for obtaining such tax treatment
of the Shares and of his receipt thereof as he may desire,
including without limitation the timely filing of an election under
Section 83(b) of the Internal Revenue Code of 1986, as
amended.
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b)
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The
Holder shall satisfy any federal, state or local tax (or FICA)
withholding obligation relating to the grant, vesting, transfer or
sale of the Shares, and hereby authorizes and instructs the Company
to withhold such amounts from compensation otherwise payable to the
Holder as may be calculated by the Company in good faith based on
the statutory tax rate, and the fair market value of the Shares at
the time that the restrictions lapse.
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c)
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The
Holder will provide the Company with all information requested in
connection with the Holder’s receipt of the Shares, and any
subsequent sale(s) or other disposition(s) thereof required in
order for the Company to sat
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