Avid Technology, Inc.
Notice of Grant of Restricted Stock Units Under 2005 Stock Incentive Plan
[NAME]
Employee ID: _____
Dear ___________,
This notice evidences the grant by Avid Technology, Inc. (the "Company") on
_________________, 200_ (the "Grant Date") to you of ________ restricted stock
units of the Company (individually, a "RSU" and collectively, the "RSUs"). Each
RSU represents the right to receive one share of common stock, $0.01 par value
per share of the Company ("Common Stock"). The shares of Common Stock that are
issuable upon vesting of the RSUs are referred to in this Notice and the
attached Terms and Conditions of the Restricted Stock Units as "Shares." The
RSUs and the Shares are subject to the terms and conditions of the Company's
2005 Stock Incentive Plan and the Terms and Conditions of the Restricted Stock
Units, each of which is attached hereto, and which, together with this Notice
forms the complete agreement between you and the Company relative to the RSUs
and the Shares.
This award of RSUs will vest as set forth in the following schedule, and will
become fully vested on the last date shown.
RSUs Vesting Date
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By your signature and the Company's signature below, you and the Company agree
that the RSUs are granted under and governed by the terms and conditions of the
Company's 2005 Stock Incentive Plan and the Terms and Conditions of the
Restricted Stock Units.
AVID TECHNOLOGY, INC.
By _______________________________ Date _______________________________
Name:
Title:
Address: One Park West
Tewksbury, MA 01876
__________________________________ Date _______________________________
Employee
Address:
Avid Technology, Inc.
Terms and Conditions of Restricted Stock Units
Granted Under 2005 Stock Incentive Plan
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1. Grant of Restricted Stock Units.
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Avid Technology, Inc., a Delaware corporation (the "Company"), shall grant
to you (the "Participant"), subject to the terms and conditions set forth herein
and in the Company's 2005 Stock Incentive Plan (the "Plan"), the number of
restricted stock units of the Company (individually, a "RSU" and collectively,
the "RSUs") identified in the attached Notice. Each RSU represents the right to
receive one share of common stock, $.01 par value, of the Company ("Common
Stock"). The Company shall record on its books the grant to the Participant of
that number of RSUs granted to the Participant. The shares of Common Stock
issuable upon vesting of the RSUs are referred to in these Terms and Conditions
as "Shares". The Participant agrees that the RSUs are subject to the
restrictions on transfer set forth in Section 4 herein.
2. Vesting; Forfeiture.
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(a) The RSUs shall vest on the dates set forth in the attached Notice
(each of such vesting dates being referred to as a "Vesting Date"). Except as
provided in subsection 2(b) below, in the event that the Participant ceases to
be employed by the Company (as an employee or officer of, or an advisor or
consultant to, the Company) for any reason or no reason, with or without cause,
prior to the final Vesting Date following the date hereof, vesting shall cease
and the Participant will have no rights with respect to any RSUs that have not
then vested.
(b) In the event that the Participant's employment with the Company
is terminated by reason of death or disability (as defined in Section 22(e)(3)
of the Internal Revenue Code of 1986, as amended (the "Code")), the
Participant's RSUs shall vest with respect to an additional number of RSUs that
would have vested during the one-year period following the termination of the
Participant's employment with the Company.
(c) For purposes of these Terms and Conditions of the Restricted
Stock Units, employment with the Company shall include employment with any of
the Company's present or future parent or subsidiary corporations as defined in
Sections 424(e) and 424(f) of the Code.
3. Distribution of Shares.
-----------------------
(a) The Company will distribute to the Participant (or to the
Participant's estate in the event that his or her death occurs after a Vesting
Date but before distribution of the corresponding Shares), as soon as
administratively practicable after each vesting date (each such date of
distribution is hereinafter referred to as a "Settlement Date"), the Shares of
Common Stock represented by RSUs that vested on such vesting date.
(b) The Company shall not be obligated to issue to the Participant
the Shares upon the vesting of any RSU (or otherwise) unless the issuance and
delivery of such Shares shall comply with all relevant provisions of law and
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other legal requirements including, without limitation, any applicable federal
or state securities laws and the requirements of any stock exchange upon which
shares of Common Stock may then be listed.
4. Restrictions on Transfer.
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The Participant shall not sell, assign, transfer, pledge, hypothecate or
otherwise dispose of, by operation of law or otherwise (collectively,
"transfer") any RSUs, or any interest therein, except by will or the laws of
descent and distribution.
5. Effect of Prohibited Transfer.
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The Company shall not be required (a) to transfer on its books any of the
RSUs which shall have been sold or transferred in violation of any of the
provisions set forth herein, or (b) to treat as owner of such RSUs any
transferee to whom any such RSUs shall have been so sold or transferred.
6. Dividend and Other Shareholder Rights.
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Except as set forth in the 2005 Stock Incentive Plan, neither the
Participant nor any person claiming under or through the Participant shall be,
or have any rights or privileges of, a stockholder of the Company in respect of
the Shares issuable pursuant to the RSUs granted hereunder until the Shares have
been delivered to the Participant.
7. Provisions of the Plan.
-----------------------
These Terms and Conditions of Restricted Stock Units are subject to the
provisions of the 2005 Stock Incentive Plan, a copy of which is furnished
herewith to the Participant.
8. Withholding Taxes; Section 83(b) Election.
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(a) No Shares will be delivered pursuant to the vesting of an RSU
unless and until the Participant satisfies any federal, state or local
withholding tax obligation required by law to be withheld in respect of this
award. The Participant acknowledges and agrees that to satisfy any such tax
obligation, the Company shall deduct and retain from the Shares to be
distributed upon the Settlement Date such number of Shares as is equal in value
to the Company's minimum statutory withholding obligations with respect to the
income recognized by the Participant upon the lapse of the forfeiture provisions
(based on minimum statutory withholding rates for federal and state tax
purposes, including payroll taxes, that are applicable to such income), based on
the closing price of the Company's common stock on the Settlement Date. The
Participant represents to the Company that, as of the date hereof, he or she is
not aware of any material nonpublic information about the Company or the Common
Stock. The Participant and the Company have structured these terms and
conditions to constitute a "binding contract" relating to the sale of Common
Stock pursuant to this Section 8, consistent with the affirmative defense to
liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule
10b5-1(c) promulgated under such Act.
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(b) The Participant acknowledges that no election under Section 83(b)
of the Internal Revenue Code of 1986 may be filed with respect to this award.
9. Miscellaneous.
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(a) No Rights to Employment. The Participant acknowledges and agrees
that the vesting of the RSUs pursuant to Section 2 hereof is earned only by
continuing service as an employee at the will of the Company (not through the
act of being hired or purchasing shares hereunder). The Participant further
acknowledges and agrees that the transactions contemplated hereunder and the
vesting schedule set forth herein do not constitute an express or implied
promise of continued engagement as an employee or consultant for the vesting
period, for any period, or at all.
(b) Severability. The invalidity or unenforceability of any provision
hereof shall not affect the validity or enforceability of any other provision
hereof, and each such other provision shall be severable and enforceable to the
extent permitted by law.
(c) Binding Effect. These terms and conditions shall be binding upon
and inure to the benefit of the Company and the Participant and their respective
heirs, executors, administrators, legal representatives, successors and assigns,
subject to the restrictions on transfer set forth in Section 4 herein.
(d) Waiver. Any provision for the benefit of the Company contained in
this Agreement may be waived, either generally or in any particular instance, by
the Board of Directors of the Company.
(e) Notice. All notices required or permitted hereunder shall be in
writing and deemed effectively given upon personal delivery or five days after
deposit in the United States Post Office, by registered or certified mail,
postage prepaid, addressed to the other party hereto at the address shown
beneath his or its respective signature to the attached Notice, or at such other
address or addresses as either party shall designate to the other in accordance
with this Section 9(e).
(f) Entire Agreement. These terms and conditions, the attached Notice
and the Plan constitute the entire agreement between the parties, and supersede
all prior agreements and understandings, relating to the subject matter herein.
(g) Amendment. These terms and conditions may be amended or modified
in accordance with Section 11(f) of the Plan.
(h) Governing Law. These terms and conditions shall be construed,
interpreted and enforced in accordance with the internal laws of the State of
Delaware without regard to any applicable conflicts of laws.
(i) Unfunded Rights. The right of the Participant to receive Common
Stock pursuant to this award is an unfunded and unsecured obligation of the
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Company. The Participant shall have no rights under these terms and conditions
other than those of an unsecured general creditor of the Company.
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