EXHIBIT 10.1
FORM OF
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RESTRICTED STOCK AWARD AGREEMENT
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This Restricted Stock Award Agreement ("Agreement"), dated [DATE], is between
Ulticom, Inc., a New Jersey corporation (the "Company"), and [GRANTEE]
("Employee").
WITNESSETH:
WHEREAS, the Company has adopted the Ulticom, Inc. [YEAR OF PLAN]
Stock Incentive Compensation Plan, as the same may be amended or restated (the
"Plan"); and
WHEREAS, capitalized terms used but not defined in this Agreement
shall have the meanings set forth in the Plan;
NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:
1 RESTRICTED STOCK
1.1 Grant of Restricted Stock.
(a) Pursuant to the provisions of the Plan, the Stock Option Committee of the
Board of Directors of the Company (the "Committee") hereby awards to the
Employee, on the date hereof (the "Date of Grant"), subject to the terms
and conditions of the Plan and subject further to the terms and conditions
herein set forth, [NUMBER OF] shares of Common Stock (the "Restricted
Stock"). If and when the restrictions set forth in Paragraph 1.2 expire in
accordance with the terms of this Agreement without forfeiture of the
Restricted Stock, and upon the satisfaction of all other applicable
conditions as to the Restricted Stock, such shares shall no longer be
considered Restricted Stock for purposes of this Agreement.
(b) As soon as practicable after the Date of Grant, the Company shall direct
that a stock certificate or certificates representing shares of Restricted
Stock be registered in the name of and issued to the Employee. Such
certificate or certificates shall be held in the custody of the Company or
its designee until such shares no longer are considered Restricted Stock.
(c) On or before the issuance of the stock certificate or certificates
representing the Restricted Stock, the Employee shall deliver to the
Company stock powers endorsed in blank relating to the Restricted Stock, in
a form provided by the Company. Employee irrevocably appoints the Company
and each of its officers, employees and agents as his true and lawful
attorneys with power (i) to sign in Employee's name and on Employee's
behalf stock certificates and stock powers covering the Restricted Stock
and such other documents and instruments as the Committee deems necessary
or desirable to carry out the terms of this Agreement and (ii) to take such
other action as the Committee deems necessary or desirable to effectuate
the terms of this Agreement. This power, being coupled with an interest, is
irrevocable. Employee agrees to execute such other stock powers and
documents as may be reasonably requested from time to time by the Committee
to effectuate the terms of this Agreement.
(d) Each certificate of the Restricted Stock shall bear the following legend
(the "Legend"):
"The ownership and transferability of this certificate and the shares
of stock represented hereby are subject to the terms and conditions
(including forfeiture) of the Ulticom, Inc. [YEAR OF PLAN] Stock
Incentive Compensation Plan and a Restricted Stock Award Agreement
entered into between the registered owner and Ulticom, Inc. Copies of
such Plan and Agreement are on file in the executive offices of
Ulticom, Inc."
In addition, the stock certificate or certificates for the Restricted Stock
shall be subject to such stop-transfer orders and other restrictions as the
Company may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange
or securities association upon which the Common Stock is then listed, and
any applicable federal or state securities law, and the Company may cause a
legend or legends to be placed on such certificate or certificates to make
appropriate reference to such restrictions.
(e) As soon as administratively practicable following the applicable Vesting
Date (as defined in Paragraph 1.3), and upon the satisfaction of all other
applicable conditions as to such Vested Percentage (as defined in Paragraph
1.3) of Restricted Stock, including, but not limited to, the payment by the
Employee of all applicable withholding taxes, the Company shall deliver or
cause to be delivered to the Employee a certificate or certificates for the
applicable shares of Restricted Stock which shall not bear the Legend.
1.2 Restrictions.
(a) The Employee shall have all rights and privileges of a stockholder as to
the Restricted Stock, including the right to vote and receive dividends or
other distributions with respect to the Restricted Stock, except that the
following restrictions shall apply:
(i) the Employee shall not be entitled to delivery of the certificate or
certificates for the Vested Percentage of shares of Restricted Stock
until the applicable Vesting Date and upon the satisfaction of all
other applicable conditions;
(ii) shares of Restricted Stock may not be sold, pledged, assigned,
transferred, or otherwise encumbered or disposed of for any reason
until the applicable Vesting Dated;
(iii) all shares of Common Stock distributed as a dividend or distribution,
if any, with respect to shares of Restricted Stock prior to the
applicable Vesting Date shall be delivered to and held by the Company
and subject to the same restrictions as the shares of Restricted Stock
in respect of which the dividend or distribution was made; and
(iv) all unvested shares of Restricted Stock shall be forfeited and
returned to the Company and all rights of the Employee with respect to
such shares shall terminate in their entirety on the terms and
conditions set forth in Paragraph 1.4.
(b) Any attempt to dispose of unvested shares of Restricted Stock or any
interest in such shares in a manner contrary to the restrictions set forth
in this Agreement shall be void and of no effect.
1.3 Vesting. Subject to the provisions contained in Paragraphs 1.4, 1.5 and 1.6,
the restrictions set forth in Paragraph 1.2 with respect to shares of Restricted
Stock shall apply for a period beginning on the Date of Grant and ending on the
fourth anniversary of the Date of Grant; provided, however, the applicable
percentage of shares of Restricted Stock awarded hereunder (the "Vesting
Percentage") shall be deemed vested and no longer subject to restriction under
Paragraph 1.2 or forfeiture under Paragraph 1.4 on the applicable vesting date
("Vesting Date") in accordance with the following schedule:
Vesting Date Vested Percentage
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[SECOND YEAR ANNIVERSARY] 50%
[THIRD YEAR ANNIVERSARY] 75%
[FOURTH YEAR ANNIVERSARY] 100%
1.4 Acceleration; Forfeiture.
(a) If Employee's employment with the Company is terminated due to Employee's
death or Disability, then Employee will be entitled to the immediate full
vesting on the date of termination of all shares of Restricted Stock.
For purposes of this Agreement, "Disability" means the inability of
Employee to properly perform his duties in the employ of the Company by
reason of any physical or mental incapacity, in either case for a period of
more than one hundred eighty (180) consecutive days, or two hundred ten
(210) days in the aggregate in any twelve (12) month period. Whether
Employee has a Disability will be determined by the Board of Directors (the
"Board") of the Company in its sole discretion.
(b) If Employee's employment terminates for any reason other than as set forth
in Paragraph 1.4(a) above, all unvested shares of Restricted Stock shall be
forfeited by Employee as of the date of termination. In the event of any
such forfeiture, all such forfeited shares of Restricted Stock shall become
the property of the Company and the certificate or certificates
representing such shares of Restricted Stock shall be returned immediately
to the Company.
1.5 Withholding.
(a) The Committee shall determine the amount of any withholding or other tax
required by law to be withheld or paid by the Company with respect to any
income recognized by the Employee with respect to the Restricted Stock.
(b) The Employee shall be required to meet any applicable tax withholding
obligation in accordance with the provisions of the Plan.
(c) The Committee shall be authorized, in its sole discretion, to establish
such rules and procedures relating to the use of shares of Common Stock to
satisfy tax withholding obligations as it deems necessary or appropriate to
facilitate and promote the conformity of the Employee's transactions under
the Plan and this Agreement with Rule 16b-3 under the Securities Exchange
Act of 1934, as amended, if such Rule is applicable to a transaction by the
Employee.
1.6 Committee's Discretion. Notwithstanding any provision of this Agreement to
the contrary, the Committee shall have discretion to waive any forfeiture of the
Restricted Stock and any other conditions set forth in this Agreement.
2 REPRESENTATIONS OF THE EMPLOYEE
The Employee hereby represents to the Company that the Employee has read and
fully understands the provisions of this Agreement and the Plan, and the
Employee acknowledges that the Employee is relying solely on his or her own
advisors with respect to the tax consequences of this award.
3 NOTICES
All notices or communications under this Agreement shall be in writing,
addressed as follows:
To the Company:
Shari Ness
General Counsel
c/o Ulticom, Inc.
1020 Briggs Road
Mt. Laurel, NJ 08054
Direct Fax: 856.638.2545
To the Employee:
[EMPLOYEE CONTACT INFORMATION]
Any such notice or communication shall be (a) delivered by hand (with written
confirmation of receipt) or sent by a nationally recognized overnight delivery
service (receipt requested) or (b) be sent certified or registered mail, return
receipt requested, postage prepaid, addressed as above (or to such other address
as such party may designate in writing from time to time), and the actual date
of receipt shall determine the time at which notice was given.
4 ASSIGNMENT; BINDING AGREEMENT
This Agreement shall be binding upon and inure to the benefit of the heirs and
representatives of the Employee and the assigns and successors of the Company,
but neither this Agreement nor any rights hereunder shall be assignable or
otherwise subject to hypothecation by the Employee.
5 ENTIRE AGREEMENT; AMENDMENT
This Agreement represents the entire agreement of the parties with respect to
the subject matter hereof, except that the provisions of the Plan are
incorporated in this Agreement in their entirety. In the event of any conflict
between the provisions of this Agreement and the Plan, the provisions of the
Plan shall control. This Agreement may be amended by the Committee without the
consent of the Employee except in the case of an amendment adverse to the
Employee, in which case the Employee's consent shall be required.
6 GOVERNING LAW
This Agreement and its validity, interpretation, performance and enforcement
shall be governed by the laws of the State of New York other than the conflict
of laws provisions of such laws.
7 SEVERABILITY
Whenever possible, each provision in this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be held to be prohibited by or invalid under applicable
law, then (a) such provision shall be deemed amended to accomplish the
objectives of the provision as originally written to the fullest extent
permitted by law and (b) all other provisions of this Agreement shall remain in
full force and effect.
8 NO RIGHT TO CONTINUED EMPLOYMENT OR PARTICIPATION; EFFECT ON OTHER PLANS
This Agreement shall not confer upon the Employee any right with respect to
continued employment by the Company, a Subsidiary or Affiliate, nor shall it
interfere in any way with the right of the Company a Subsidiary or Affiliate to
terminate the Employee's employment at any time. Payments received by the
Employee pursuant to this Agreement shall not be included in the determination
of benefits under any pension, group insurance or other benefit plan of the
Company or any Subsidiaries or Affiliate in which the Employee may be enrolled
or for which the Employee may become eligible, except as may be provided under
the terms of such plans or determined by the Board.
9 NO STRICT CONSTRUCTION
No rule of strict construction shall be implied against the Company, the
Committee or any other person in the interpretation of any of the terms of the
Plan, this Agreement or any rule or procedure established by the Committee.
10 USE OF THE WORD "EMPLOYEE"
Wherever the word "Employee" is used in any provision of this Agreement under
circumstances where the provision should logically be construed to apply to the
executors, the administrators, or the person or persons to whom the Restricted
Stock may be transferred by will or the laws of descent and distribution, the
word "Employee" shall be deemed to include such person or persons.
11 FURTHER ASSURANCES
The Employee agrees, upon demand of the Company or the Committee, to do all acts
and execute, deliver and perform all additional documents, instruments and
agreements (including, without limitation, stock powers with respect to shares
of Common Stock issued as a dividend or distribution on Restricted Stock) which
may be reasonably required by the Company or the Committee, as the case may be,
to implement the provisions and purposes of this Agreement and the Plan.
IN WITNESS WHEREOF, the parties have duly executed this Agreement, as
of the day and year first above written.
ULTICOM, INC.
STOCK OPTION COMMITTEE
By:
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Name:
Title:
By:
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Name:
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By:
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Name:
Title:
EMPLOYEE
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Name: