Exhibit 10.1
RESTRICTED STOCK UNIT AWARD AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
UNDER THE MOLDFLOW CORPORATION
2000 STOCK OPTION AND INCENTIVE PLAN
Name of Grantee: _______________________________
Number of RSUs Granted: ________________________
Grant Date: ____________________________________
1. Award. Pursuant to the Moldflow Corporation 2000 Stock Option and
Incentive Plan (the "Plan") as amended through the date hereof, Moldflow
Corporation (the "Company") hereby grants to the Grantee named above the number
of Restricted Stock Units ("RSUs") specified above. This Award represents a
promise to pay out to the Grantee at a future date, subject to the restrictions
and conditions set forth herein and in the Plan, a number of shares of common
stock, par value $.01 per share (the "Stock") of the Company equal to the number
of vested RSUs.
2. Restrictions and Conditions.
(a) The RSUs are subject to restrictions as set forth herein and in the Plan.
(b) RSUs granted herein may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of by the Grantee prior to vesting.
3. Vesting of RSUs. The restrictions and conditions in Paragraph 2 of this
Agreement shall lapse on the Vesting Date or Dates specified in the following
schedule so long as the Grantee remains a Director of the Company on such Dates.
If a series of Vesting Dates is specified, then the restrictions and conditions
in Paragraph 2 shall lapse only with respect to the number of shares of RSUs
specified as vested on such date.
Number of
Shares Vested Vesting Date
------ (---%) --------------------
------ (---%) --------------------
------ (---%) -------------------
Subsequent to such Vesting Date or Dates, the shares of RSUs on which
all restrictions and conditions have lapsed shall no longer be deemed restricted
and shall be considered vested.
4. Timing and Form of Payout. The vested RSUs will be paid out in full in
the form of shares of Stock within 30 days after the Grantee retires or
otherwise terminates his service as a Director of the Company.
5. Voting Rights and Dividends. Until such time as the RSUs are paid out in
shares of Stock, the Grantee shall not have voting rights. However, all
dividends and other distributions paid with respect to the RSUs shall accrue and
shall be converted to additional RSUs based on the closing price of the Stock on
the dividend distribution date. Such additional RSUs shall be subject to the
same restrictions on transferability as are the RSUs with respect to which they
were paid.
6. Change of Control. Notwithstanding anything to the contrary in this
Agreement, in the event of a Change of Control (as defined in the Plan) of the
Company prior to the payout of shares of Stock pursuant to Paragraph 4, all
vested and unvested RSUs not yet paid out shall be immediately paid out to the
Grantee in the form of shares of Stock.
7. Recapitalization. In the event of any change in the capitalization of
the Company such as a stock split or a corporate transaction such as any merger,
consolidation, separation, or otherwise, the number and class of RSUs subject to
this Agreement may be equitably adjusted by the Committee, in its sole
discretion, to prevent dilution or enlargement of rights.
8. Beneficiary Designation. The Grantee may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under this Agreement is to be paid in case of his or her death
before he or she receives any or all of such benefit. Each such designation
shall revoke all prior designations by the Grantee, shall be in a form
prescribed by the Company, and will be effective only when filed by the Grantee
in writing with the Company during the Grantee's lifetime. In the absence of any
such designation, benefits remaining unpaid at the Grantee's death shall be paid
to the Grantee's estate.
9. Continuation of Service as Director. This Agreement shall not confer
upon the Grantee any right to continue service with the Company, nor shall this
Agreement interfere in any way with the Company's right to terminate the
Grantee's service at any time.
10. Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Agreement shall be subject to and governed by all the terms and conditions
of the Plan. Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified herein.
11. Transferability. This Agreement is personal to the Grantee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution.
12. Notices. Notices hereunder shall be mailed or delivered to the Company
at its principal place of business and shall be mailed or delivered to the
Grantee at the address on file with the Company or, in either case, at such
other address as one party may subsequently furnish to the other party in
writing.
2
13. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts, applied without
regard to conflict of law principles. The parties hereto agree that any action
or proceeding arising directly, indirectly or otherwise in connection with, out
of, related to or from this Agreement, any breach hereof or any action covered
hereby, shall be resolved within the Commonwealth of Massachusetts and the
parties hereto consent and submit to the jurisdiction of the federal and state
courts located within the City of Boston, Massachusetts. The parties hereto
further agree that any such action or proceeding brought by either party to
enforce any right, assert any claim, obtain any relief whatsoever in connection
with this Agreement shall be brought by such party exclusively in federal or
state courts located within the Commonwealth of Massachusetts.
MOLDFLOW CORPORATION
By: ____________________________________________________
Title
The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated: _________________________________________
------------------------
Grantee's Signature
Grantee's name and address:
---------------------------------------
---------------------------------------
---------------------------------------
---------------------------------------
3