FORM OF RESTRICTED STOCK UNIT CERTIFICATE (U.S. SECTION 16 and EVP PB)
Exhibit 10.1.13 PTC Inc.
Grant No. %%OPTION_NUMBER%-%
PTC Inc. (the “Company”), a Massachusetts corporation, hereby grants to the person named below restricted stock units (“Restricted Stock Units” or “RSUs”) representing the right to receive shares of Common Stock, $0.01 par value, of the Company (the “Award”) under and subject to the Company's 2000 Equity Incentive Plan (the “Plan”) on the terms and conditions set forth below and in the Plan. | |
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Name of Holder: | %%FIRST_NAME_MIDDLE_NAME_LAST_NAME%-% |
Employee ID Number: | %%EMPLOYEE_IDENTIFIER%-% |
Number of Restricted Stock Units: | %%TOTAL_SHARES_GRANTED,'999,999,999'%-% |
Date of Grant: | %%OPTION_DATE,'Month DD, YYYY'%-% |
Vesting Schedule: See Schedule 1: Performance Criteria and Vesting
The shares issuable upon vesting of this Award will not be released until all applicable withholding taxes have been collected from the Holder or otherwise provided for.
PTC INC.
By:
James E. Heppelmann
Chief Executive Officer
PTC INC. 2000 EQUITY INCENTIVE PLAN
Restricted Stock Unit Terms and Conditions
(b) With respect to a Retirement Eligible Individual, the Company may, in its discretion, accelerate the vesting and settlement of a portion of the Restricted Stock Units to the extent necessary to pay the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3101, 3121(a) and 3121(v)(2) of the Code and to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provision of applicable state, local or foreign tax laws as a result of the payment of the FICA tax, and to pay the additional income tax at source on wages attributable to the pyramiding section 3401 wages and taxes; provided that the total payment under this acceleration provision cannot exceed the aggregate of the FICA tax amount, and the income tax withholding related to such FICA amount (as permitted under Treasury Regulation Section 1.409A-3(j)(4)(vi); and provided further that any RSUs vested and settled in accordance with this Section will reduce, share-for-share, that portion of the Award that would vest on the immediately following Vest Date.
(a) In order to preserve Holder’s rights under this Award in the event of a change in control of the Company (as defined by the Committee), the Committee in its discretion may at any time take one or more of the following actions: (i) provide for the acceleration of any Vest Date, (ii) provide for payment to the Holder of cash or other property with a Fair Market Value equal to the amount that would have been received with respect to the Shares had the Award fully vested upon the change in control, (iii) adjust the terms of this Award in a manner determined by the Committee to reflect the change in control, (iv) cause the Award to be assumed, or new rights substituted therefor, by another entity, or (v) make such other provision as the Committee may consider equitable to the Holder and in the best interests of the Company.
(b) Notwithstanding anything to the contrary in any agreement between the Holder and the Company, including any Executive Agreement that provides for certain treatment of outstanding equity in connection with a change in control of the Company, this Section 10(b) rather than the provisions of any such agreement shall control with respect to this Award in the event of a change in control of the Company. In the event of a change in control of the Company:
(i) Upon such change in control, (A) any performance criteria applicable to this Award shall be deemed to have been met at the greater of (x) the Target performance level or (y) the estimated achievement level as of the date of the change in control (such greater level, the “CIC Level”) for each of the open performance measurement periods and any RSUs that could have been earned for achievement above the CIC Level shall be automatically cancelled, (B) such CIC Level RSUs shall remain unvested and shall vest in accordance with the vesting schedule; provided that if this Award is not assumed or a cash payment of equivalent value is not substituted therefor (in either case with vesting terms no more restrictive than those of this Award) by any acquirer of or successor to the Company, then this Award shall become vested at the CIC Level upon such change in control, and (C) this Award shall be deemed amended to provide that, notwithstanding any provision of the Plan, this Award may not be terminated or forfeited without the Holder’s written consent (provided that this shall not prevent termination (1) of any unvested portion hereof that is terminated or forfeited upon termination of the Holder’s employment (other than a change in control termination covered by this Section 10(b)), or (2) upon payment of a cash payment equivalent to the value of this Award at the CIC Level); and
(ii) Upon a change in control termination (as such term may be defined in any existing agreement), all unvested CIC Level RSUs shall immediately become vested and distributable in full, and, if such change in control termination would entitle the Holder to a Make-Up Payment (as such term may be defined in any
existing agreement) with respect to this Award under any existing agreement, then the Holder shall be entitled to such Make-Up Payment with respect to this Award.
Schedule 1: Performance Criteria and Vesting