EXHIBIT 10.5
STOCK RESTRICTION
AGREEMENT
AGREEMENT made this
th day of
(the “Grant Date”) between Soapstone Networks Inc., a
Delaware corporation (the “Company”), and
(the “Employee”) (the
“Agreement”).
Recitals:
The Employee has been granted
shares (the “Shares”) of the Common Stock, $.0001 par
value per share (the “Common Stock”), of the Company
pursuant to the Company’s 2008 Global Stock Plan, as amended,
(the “Plan”) in consideration of $
per share and subject to the terms and conditions of this
Agreement.
The Company wishes to continue to
retain the Employee as an employee of the Company and the Employee
wishes to continue to be retained by the Company.
In consideration of the mutual
covenants contained herein and for other valuable consideration,
receipt of which is hereby acknowledged, the parties hereto agree
as follows:
1. Grant . Subject to the
terms and conditions of the Plan , the Company hereby grants
and issues to the Employee _____ shares of Common Stock (the
“Shares”) in consideration of the payment to the
Company of an amount equal to $____ per share. The Shares granted
pursuant to the Plan shall be subject to forfeiture, if, in the
discretion of the Board of Directors (the “Board”) or
any one or more committees or subcommittees of the Board authorized
under the Plan to administer the Plan (a “Committee”),
the Employee has not, within a reasonable period of time following
the grant of the Shares, executed any instrument required by the
Board or a Committee to be executed in connection with such grant.
The Shares will be evidenced by this Agreement and the Employee
will not receive a stock certificate for the Shares. The Employee
will have his or her ownership of the Shares registered only in
book-entry form in the records of the transfer agent for the
Company’s Common Stock. Book-entry registration refers to a
method of recording stock ownership in which no share certificates
are issued to stockholders. Any inconsistency between this
Agreement and the Plan shall be governed by the Plan.
2. Vesting of Shares if Business
Relationship Continues .
(a) If the Employee has continued to
serve the Company or any parent or subsidiary of the Company (a
“Related Corporation”) in the capacity of an employee,
officer, director or consultant (such service is described herein
as maintaining or being involved in a “Business
Relationship” with the Company or any Related Corporation) on
any of the following dates, the Shares granted to the Employee
shall vest as indicated below:
[On [date], [
] of the Shares shall vest.] [May have multiple vesting dates
and portions of Shares subject to vesting]
[If [goal] is achieved by [date],
then upon the Committee’s determination in accordance with
Section 2(b) below, the transfer and forfeiture restrictions
with respect to [
] of the Shares shall lapse and such Shares shall vest.] [May
have multiple goals and dates and portions of Shares subject to
vesting]
[On [date] (the “Vesting
Date”), the shares that have not already vested pursuant to
this Section 2(a) shall vest.
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(i)
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The Shares
shall vest prior to the Vesting Date as follows:
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If [goal] is achieved by [date],
then upon the Committee’s determination in accordance with
Section 2(b) below, the transfer and forfeiture restrictions
with respect to [
] of the Shares shall lapse and such Shares shall vest.] [May
have multiple goals and dates and portions of Shares subject to
vesting]
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Notwithstanding the foregoing, all
Shares shall vest, if not otherwise vested, on the
anniversary of the Grant Date, subject to the terms and conditions
of this Agreement. [In addition, on the occurrence and consummation
of an “Acquisition” (as defined and used in the Plan)
prior to the
anniversary of the Grant
Date, [the Shares shall vest or such other
appropriate provision made in accordance with the Plan as
determined by the Committee][
additional Shares shall vest, if not otherwise vested, subject to
the terms and conditions of this Agreement.]]
(b) Following the date the Employee
ceases to maintain a Business Relationship with the Company or any
Related Corporation, no unvested Shares shall become vested Shares
with respect to the Employee, unless otherwise approved by the
Board or its Committee. Any determination under this Agreement as
to employment status or other matters relating to the exercise of
this option or otherwise (including, without limitation, with
respect to the achievement of any Performance Criteria (as defined
and used in the Plan)) shall be made in good faith by the Board or
its Committee, whose decision shall be binding on all parties. In
such event, all unvested Shares shall be automatically and
immediately forfeited by the Employee to the Company and the Common
Stock represented by the unvested Shares shall again be available
for the grant of awards under the Plan. The Employee hereby
appoints the Company as the attorney-in-fact of the Employee to
take such actions as may be necessary or appropriate to effectuate
a transfer of the record ownership of any such shares that are
forfeited hereunder.
(c) Notwithstanding the foregoing,
in accordance with and subject to the provisions of the Plan, the
Committee may, in its discretion, accelerate the date that any
installment of these Shares becomes exercisable.
3. Restrictions on Transfer .
The Employee shall not sell, assign, transfer, pledge, or otherwise
encumber all or any of his unvested Shares, except as permitted by
the Plan.
4. Taxes
(a) The Company’s obligation
to deliver the Shares to the Employee shall be subject to the
satisfaction of all applicable federal, state and local income and
employment tax withholding requirements (“Withholding
Taxes”). In order to satisfy all Withholding Taxes due with
respect to the Employee’s Shares, the Employee agrees to the
following:
(i) As a condition of receiving any
vested Shares, on the date of this Agreement the Employee must
execute the Irrevocable Standing Order to Sell Shares, attached
hereto as Exhibit A (the “Standing Order”), which
authorizes the Company and its authorized broker to take the
actions described in this subsection 4.(a)(i). The Employee agrees
to deposit a sufficient number of the Shares into his or her
account at such broker and authorizes such broker to sell, at the
market price and on the vesting date (or the first business day
thereafter if the vesting date falls on a day when the market is
closed), the number of vested Shares that the Company has
instructed such broker is necessary to obtain proceeds sufficient
to satisfy the Withholding Taxes, unless the Employee pays the
Company sufficient funds in the form of cash to satisfy the
Withholding Taxes within a period of time, as determined by the
Company in its sole discretion if the Company so elects, prior to
the vesting date. The Employee understands and agrees that the
number of Sha
