Exhibit 10.1
EXTREME NETWORKS, INC.
NOTICE OF GRANT OF
PERFORMANCE VESTING RESTRICTED STOCK UNITS
(For U.S. Participants)
Extreme Networks, Inc. (the “Company”) has granted to the Participant an award (the “Award”) of certain units (each, a “Unit”) pursuant to the Extreme Networks, Inc. 2013 Equity Incentive Plan (the “Plan”), each of which represents the right to receive on the applicable settlement date (the “Settlement Date”) one (1) share of Stock, as follows:
Participant: | [name]
| Employee ID: | [ID] |
Grant Date: | [date] | ||
Number of Units: | [xxx], subject to adjustment as provided by the Performance Vesting Restricted Stock Units Agreement (the “Agreement”). | ||
Settlement Date: | Except as provided by the Agreement, the date on which a Unit vests (such unit, a “Vested Unit”). | ||
Vested Units: | The Units shall be eligible to become Vested Units as set forth in Appendix A.
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Change in Control | In the event of a Change in Control, the Units will be treated as set forth in Section 8.2. | ||
Superseding Agreement: | None |
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By the Company’s authorized signature below and the Participant’s by electronic acceptance in a form authorized by the Company, the Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Performance Vesting Restricted Stock Units Agreement and the Plan, both of which are made a part of this document, and by the Superseding Agreement, if any. The Participant acknowledges that copies of the Plan, the Performance Vesting Restricted Stock Units Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice. The Participant represents that the Participant has read and is familiar with the provisions of the Performance Vesting Restricted Stock Units Agreement and the Plan, and hereby accepts the Award subject to all of their terms and conditions.
By:
EXTREME NETWORKS, INC. |
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2121 RDU Center Dr., Ste. 300 |
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Morrisville, NC 27560 |
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ATTACHMENTS: 2013 Equity Incentive Plan, as amended to the Date of Grant; Performance Vesting Restricted Stock Units Agreement and Plan Prospectus
I have reviewed the attached documents and accept this grant.
______________________________ Date:________________________________
[name]
EXTREME NETWORKS, INC.
PERFORMANCE VESTING RESTRICTED
STOCK UNITS AGREEMENT –
LONG TERM INCENTIVE PLAN
(For U.S. Participants)
Extreme Networks, Inc. has granted to the Participant named in the Notice of Grant of Performance Vesting Restricted Stock Units (the “Grant Notice”) to which this Performance Vesting Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Performance Vesting Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Extreme Networks, Inc. 2013 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Compensation Committee of the Extreme Networks, Inc. Board of Directors (the “Committee”) upon any questions arising under the Grant Notice, this Agreement or the Plan.
All questions of interpretation concerning the Grant Notice, this Agreement, the Plan or any other form of agreement or other document employed by the Company in the administration of the Plan or the Award shall be determined by the Committee. All such determinations by the Committee shall be final, binding and conclusive upon all persons having an interest in the Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant to the Plan or the Award or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest in the Award. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility
of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election.
Subject to any required action by the stockholders of the Company and the requirements of Section 409A of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number of Units subject to the Award and/or the number and kind of shares or other property to be issued in settlement of the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) to which the Participant is entitled by reason of ownership of Units acquired pursuant to this Award will be immediately subject to the provisions of this Award on the same basis as all Units originally acquired hereunder. Any fractional Unit or share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.
The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service at any time.
The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this Section.
It is intended that any election, payment or benefit which is made or provided pursuant to or in connection with this Award that may result in Section 409A Deferred Compensation shall comply in all respects with the applicable requirements of Section 409A (including applicable regulations or other administrative guidance thereunder, as determined by the Committee in good faith) to avoid the unfavorable tax consequences provided therein for non‑compliance. In connection with effecting such compliance with Section 409A, the following shall apply:
Appendix A
Capitalized terms shall have the meaning ascribed such terms in the Plan, the Grant Notice or the Agreement, as applicable, unless otherwise defined herein.
The Units are eligible to be earned based on Stock Price CAGR performance during the Performance Period. The Units will be earned on the date the Average Stock Price (as defined below) of a share of Stock equals or exceeds the Stock Price Target set forth below at any time during the Initial Performance Period, as determined by the Committee in its discretion. 50% of the earned Units will become Vested Units on the third anniversary of the Grant Date and the remaining 50% of the earned Units will become Vested Units on the fourth anniversary of the Grant Date, subject to the Participant’s continued Service through the applicable vesting dates.
Stock Price Target | Performance Period |
$[___] | Initial Performance Period |
Notwithstanding the foregoing, if the Units are not earned as of the last day of the Initial Performance Period, the Units will remain outstanding and be eligible to be earned based on the achievement of the Stock Price Target set forth below during the 4th Year Performance Period. Such Units will be earned on the date the Average Stock Price of a share of Stock equals or exceeds the Stock Price Target set forth below during the 4th Year Performance Period, as determined by the Committee in its discretion, the Units will be deemed earned and will become Vested Units on the fourth anniversary of the Grant Date, subject to the Participant’s continued Service through the vesting date. If such Stock Price Target is not achieved at the end of the 4th Year Performance Period, all Units will be automatically forfeited for no consideration.
Stock Price Target | Performance Period |
$[___] | 4th Year Performance Period |
Definitions:
For purposes of the Award: