Recipient’s Acknowledgments. The Recipient acknowledges that he or she has read this Agreement, has received and read the Plan, and understands the terms and conditions of this Agreement and the Plan. FORM OF RSA China NON PRC Citizen 04152015 Name of Recipient: ______________________________ Number of Restricted Stock Units awarded: ___________ shares of common stock Grant Date: ___________ Vesting: ___________________________ (each of the foregoing a “Vesting Date”) Demandware, Inc. (the “Company”) has granted you restricted stock units, which are subject to the provisions of the Company’s 2012 Stock Incentive Plan, as it may be amended from time to time (the “Plan”) and the terms and conditions contained in this Restricted Stock Unit Agreement (this “Agreement”). Please confirm your acceptance of this award (the “Award”), that you have received and read the Plan, and that you understand and agree to the terms and conditions of this Agreement and the Plan by signing a copy of this Agreement where indicated below. By: T▇▇▇▇▇ ▇▇▇▇▇▇, CEO and President Accepted and Agreed: __________________________ NAME While Demandware generally strives to structure its equity awards to vest in open trading windows under our I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, if you are aware of “material nonpublic information” during an open trading window, the i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ laws and our I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy prohibit you from selling Demandware stock (even sales to cover your withholding tax obligations) despite the fact that there is an open trading window. In addition, the Company may from time to time implement an additional blackout period in view of significant events or other developments involving the Company and such additional blackout period may inhibit your ability to freely sell shares upon vesting to cover your withholding tax obligations. A person who trades while aware of material nonpublic information or during a blackout period should not be liable for i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ if that person entered into a 10b5-1 Plan in accordance with the safe harbor rules. The Standing Order attached to your award agreement is structured to comply with the affirmative defenses and the safe harbor rules. If you wish to take advantage of the safe harbor and have the ability to sell shares during a closed trading window, you should accept and enter into the Standing Order. As of the date that you accept and enter into the Standing Order, (i) you must not be aware of material nonpublic information, (ii) Demandware must not be in any blackout periods and (iii) you must be entering into the Standing Order in good faith. If you choose to accept and enter into the Standing Order, your choice is irrevocable. Any sales under the Standing Order may not be commenced until 30 calendar days after the adoption of this Standing Order.
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Recipient’s Acknowledgments. The Recipient acknowledges that he or she has read this Agreement, has received and read the Plan, and understands the terms and conditions of this Agreement and the Plan. FORM OF RSA China NON PRC Citizen 04152015 Name [ ] I elect to pay the Company any Withholding Taxes by cash or check (and I acknowledge that the Company may also need to withhold some or all of Recipient: ______________________________ Number of Restricted Stock Units awarded: ___________ shares of common stock Grant the Withholding Taxes from cash due to me with respect to salary or wages). [ ] I elect to use the Standing Order set forth on Exhibit B. Date: ___________ VestingBy: ___________________________ ([ ] I elect to pay the Company by cash or check up to $ in Withholding Taxes in connection with each and every vesting date for the Restricted Shares and to have the remainder, if any, of the foregoing a “Vesting Date”) Demandware, Inc. Withholding Taxes (the “CompanyRemaining Withholding”) has granted you restricted stock unitssatisfied by applying proceeds from a market sale of Company securities issuable as a result of such vesting date as set forth below. [ ] I elect to satisfy any Withholding Taxes in connection with each and every vesting date for the Restricted Shares satisfied by applying proceeds from a market sale of Company securities issuable as a result of such Vesting Date as set forth below. I acknowledge that if the Standing Order (as defined below) cannot satisfy the Withholding Taxes or the Remaining Withholding, which are subject the Company will be able to require me to satisfy the taxes in some other manner. To satisfy the Withholding Taxes or the Remaining Withholding, as elected above, due at the vesting date of the Restricted Shares, I agree to the provisions of the Company’s 2012 Stock Incentive Plan, as it may be amended from time following:
1. I am executing this Irrevocable Standing Order to time Sell Shares (the “Plan”) and the terms and conditions contained in this Restricted Stock Unit Agreement (this “Agreement”). Please confirm your acceptance of this award (the “AwardStanding Order”), that you have received to authorize the Company and read the Plan, and that you understand and agree to the terms and conditions of this Agreement and the Plan by signing a copy of this Agreement where indicated below. By: TM▇▇▇▇▇ ▇▇▇▇▇▇, CEO and President Accepted and Agreed: __________________________ NAME While Demandware generally strives to structure its equity awards to vest in open trading windows under our IS▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, if you are aware of “material nonpublic information” during an open trading window, the i▇B▇▇▇▇▇ ▇▇▇▇▇▇▇ laws and our I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy prohibit you from selling Demandware stock (even sales to cover your withholding tax obligations) despite the fact that there is an open trading window. In addition, or such other broker the Company may from time designates) (the “Broker”) to time implement an additional blackout period take the actions described in view of significant events or other developments involving this Paragraph 1. I authorize the Company to transfer the shares to the Broker to an account for my benefit (the “Brokerage Account”), and I irrevocably authorize the Broker to sell, at the market price and on the vesting date for such additional blackout period may inhibit your ability to freely sell shares upon vesting to cover your withholding tax obligations. A person who trades while aware (or, if all or a portion of material nonpublic information or during a blackout period should the sale cannot be liable for i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ completed on such date because of insufficient demand or a market disruption, then on the next following business day on which the sale can be made) the number of shares necessary to obtain proceeds sufficient to satisfy the amount of the Withholding Taxes or the Remaining Withholding indicated by the Company to the Broker. I understand and agree that the number of shares that the Broker will sell will be based on the Company’s estimate (or Broker’s estimate if that person entered into a 10b5-1 Plan it provides such service) of the shares required to satisfy the Withholding Taxes or the Remaining Withholding, using the closing price of the Common Stock on the trading day immediately prior to vesting date. I agree to execute and deliver such documents, instruments and certificates as may reasonably be required in accordance connection with the safe harbor rules. The Standing Order attached to your award agreement is structured to comply with the affirmative defenses and the safe harbor rules. If you wish to take advantage sale of the safe harbor and have the ability shares pursuant to sell shares during a closed trading window, you should accept and enter into the Standing Order. As of the date that you accept and enter into the Standing Order, (i) you must not be aware of material nonpublic information, (ii) Demandware must not be in any blackout periods and (iii) you must be entering into the Standing Order in good faith. If you choose to accept and enter into the Standing Order, your choice is irrevocable. Any sales under the Standing Order may not be commenced until 30 calendar days after the adoption of this Standing Order.
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