Exhibit 10.3
3COM CORPORATION
2003 STOCK PLAN
RESTRICTED STOCK UNIT GRANT
AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT GRANT AWARD AGREEMENT (the "Award Agreement") is
made on ((DATE)) (the "Grant Date"), by and between 3Com Corporation (the
"Company"), and ((RECIPIENT)) (the "Participant").
The Company desires to issue and the Participant desires to acquire
Restricted Stock Units as herein described, pursuant to the Company's 2003 Stock
Plan, as amended (the "Plan"), on the terms and conditions set forth in this
Award Agreement and the Plan, the terms and conditions of which are incorporated
herein by reference. Unless otherwise defined herein, capitalized terms shall
have the meaning given to them in the Plan.
IT IS AGREED between the parties as follows:
1. Issuance of Restricted Stock Units. On the Grant Date, the Company shall
issue to the Participant, subject to the provisions hereof and the Plan,
((INSERT NUMBER)) Restricted Stock Units (the "RSUs"). Each RSU shall be the
equivalent of one Share of Common Stock. No Shares shall be issued upon
execution of this Award Agreement. Unless and until the RSUs have vested in
accordance with this Award Agreement, the Participant shall have no right to
receive any Shares.
2. Administration. All questions of interpretation concerning this Award
Agreement shall be determined by the Administrator in its sole discretion. All
determinations by the Administrator shall be final and binding upon all persons
having an interest in this Award Agreement.
3. Vesting Schedule and Conversion of RSUs.
(a) Vesting. Subject to the terms and conditions of this Award
Agreement and the Plan, and provided that the Participant remains a Service
Provider through each vesting date, the RSUs shall become vested in ___ (__)
installments, with the first installment vesting on [_____] and the remaining
[___] installments vesting semiannually thereafter, and upon vesting shall be
converted into an equivalent number of Shares of Common Stock that will be
distributed to the Participant. In the event that any vesting date occurs on a
weekend, holiday or other non-trading day on the applicable NASDAQ market, the
applicable RSUs shall become vested on the first trading day thereafter.
(b) Issuance of Common Stock. Upon vesting of the RSUs, except as set
forth in this Award Agreement or the Plan, the Company shall issue one or more
certificates registered in the name of the Participant for the appropriate
number of Shares or use other appropriate means of distributing the vested
Shares of Common Stock, at its discretion, free of any restrictions on
transferability or forfeiture except for restrictions required by applicable
laws and/or regulations. Such Shares will be issued to the Participant as soon
as practicable after the vesting of the RSUs, but in any event, within the
period ending on the later to occur of the date that is 2 1/2 months from the
end of (i) the Participant's tax year that includes the applicable
2003 Plan Restricted Stock Unit Agreement
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vesting date, or (ii) the Company's tax year that includes the applicable
vesting date (which payment schedule is intended to comply with the "short-term
deferral" exemption from the application of Section 409A ("Section 409A") of the
Code). As a condition to the issuance and delivery of the Shares, the Company
may require the Participant to satisfy any qualifications that may be necessary
or appropriate, in the Company's sole discretion, to evidence compliance with
any applicable law or regulation and to make any representation or warranty with
respect thereto as may be requested by the Company.
4 Rights as a Stockholder. The Participant shall have no rights as a
stockholder with respect to the Shares until such time the Shares are issued to
the Participant. Except as provided in Section 14(a) of the Plan, no adjustment
shall be made for dividends or distributions or other rights for which the
record date is prior to the date such Shares are issued.
5. No Right of Continued Employment. The Participant understands and agrees
that neither the award of the RSUs nor any provision of the Plan or this Award
Agreement shall confer upon the Participant any right to continue as a Service
Provider or interfere in any way with the right of the Company, the
Participant's actual employer (the "Employer") or the Participant to terminate
the Participant's Service Provider relationship at any time.
6. Termination of Award Agreement. In the event that the Participant's
Service Provider relationship with the Company or the Employer is terminated for
any reason, with or without cause, the Participant's rights under this Award
Agreement or the Plan in any unvested RSUs shall immediately and irrevocably
terminate and the Participant shall immediately and irrevocably forfeit all RSUs
that are unvested as of the date of termination of the Participant's active
status as a Service Provider. Further, if the Participant's Service Provider
relationship with the Company or the Employer is terminated (whether or not in
breach of local labor law), the Participant's right to receive RSUs and vest
under the Plan, if any, will terminate effective as of the date that the
Participant is no longer actively providing service and will not be extended by
any notice period mandated under local law (e.g., active service would not
include a period of "garden leave" or similar period pursuant to any applicable
local law); the Administrator shall have the exclusive discretion to determine
when the Participant is no longer actively providing service for purposes of the
Plan.
7. Withholding. Regardless of any action the Company or the Employer takes
with respect to any and all income tax including federal, state or local taxes,
social insurance contributions, payroll tax, payment on account or other
tax-related withholding ("Tax-Related Items"), the Participant acknowledges that
the ultimate liability for all Tax-Related Items legally due by the Participant
is and remains the Participant's responsibility and that the Company and/or the
Employer (i) make no representations or undertakings regarding any Tax-Related
Items in connection with any aspect of the RSUs, including the grant of the
RSUs, the vesting of RSUs, the issuance of Shares upon vesting, the subsequent
sale of any Shares acquired at vesting and the receipt of any dividends and (ii)
do not commit to structure the terms of the grant or any aspect of the RSUs to
reduce or eliminate the Participant's liability for Tax-Related Items.
Further, notwithstanding any contrary provision of this Award Agreement, no
Shares will be issued to the Participant, unless and until satisfactory
arrangements (as determined by the Administrator) have been made by the
Participant to satisfy all Tax-Related Items obligations of the Company and/or
the Employer with respect to the issuance of such Shares.
In this regard, the Participant authorizes the Company and/or the Employer
to withhold from the Shares deliverable to the Participant upon vesting a number
of Shares having a Fair
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Market Value sufficient to satisfy the minimum statutory amount of Tax-Related
Items (or such higher amount as is allowable without adverse accounting
consequences). If the Company or the Employer satisfies the obligation for
Tax-Related Items by withholding a number of whole Shares as described herein,
the Participant is deemed to have been issued the full number of Shares subject
to the award of RSUs, notwithstanding that a number of the Shares is held back
solely for the purpose of paying the Tax-Related Items due as a result of the
vesting of the RSUs. Alternatively, or in addition, in the sole discretion of
the Company and/or the Employer, (i) the Participant authorizes the Company
and/or the Employer to withhold all applicable Tax-Related Items legally payable
by the Participant from the wages or other cash compensation payable to the
Participant by the Company or the Employer and/or, (ii) the Participant agrees
that the obligation for Tax-Related Items may be satisfied by the sale of Shares
to be issued on the vesting of the RSUs and agrees to sell the Shares, as
necessary.
Finally, the Participant will pay to the Company or the Employer any amount
of Tax-Related Items that the Company or the Employer may be required to
withhold as a result of the Participation's participation in the Plan that
cannot be satisfied by the means previously described. The Company shall have no
obligation to issue the Shares or otherwise transfer ownership of the Shares to
the Participant until the applicable obligations for Tax-Related Items have been
satisfied.
8. Non-Transferability of RSUs. The Participant's right and interest in the
RSUs awarded under this Award Agreement may not be sold, pledged, assigned,
transferred or disposed of in any manner, prior to the distribution of Common
Stock in respect of vested RSUs.
9. No Compensation Deferral. Neither the Plan nor this Agreement is
intended to provide for an elective deferral of compensation that would be
subject to Section 409A. Instead, as stated above, it is the intent of this
Agreement to satisfy the "short-term deferral" exemption described in Treas.
Reg. Section 1.409A-1(b)(4). The Company reserves the right, to the extent the
Company deems necessary or advisable in its sole discretion, to unilaterally
amend or modify the Plan and/or this Agreement to ensure that no Awards
(including without limitation, the RSUs) become subject to the requirements of
Section 409A, provided however that the Company makes no representation that the
RSUs are not subject to Section 409A nor makes any undertaking to preclude
Section 409A from applying to the RSUs.
10. Broker. The Shares acquired by the Participant under the Plan will be
deposited directly into the Participant's brokerage account with the Company's
approved broker when vested and the applicable obligations for Tax-Related Items
have been satisfied.
11. Nature of the Grant. In accepting the grant of RSUs, the Participant
acknowledges that:
(a) the Plan is established voluntarily by the Company, it is
discretionary in nature and may be modified, amended, suspended or terminated by
the Company at any time, unless otherwise provided in the Plan and this Award
Agreement;
(b) the grant of RSUs is voluntary and occasional and does not create
any contractual or other right to receive future awards of RSUs, or benefits in
lieu of RSUs even if RSUs have been awarded repeatedly in the past;
(c) all decisions with respect to future grants of RSUs, if any, will
be at the sole discretion of the Company;
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(d) the Participant's participation in the Plan is voluntary;
(e) RSUs are an extraordinary item that do not constitute regular
compensation for services of any kind rendered to the Company or to the
Employer, and RSUs are outside the scope of the Participant's employment
contract, if any;
(f) RSUs are not part of normal or expected compensation or salary for
any purpose, including, but not limited to, calculation of any severance,
resignation, termination, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments;
(g) the future value of the underlying Shares is unknown and cannot be
predicted with certainty;
(h) if the Participant receives Shares upon vesting, the value of such
Shares acquired on vesting of RSUs may increase or decrease in value; and
(i) in consideration of the grant of RSUs, no claim or entitlement to
compensation or damages arises from termination of the RSUs or diminution in
value of the RSUs or Shares received upon vesting of RSUs resulting from
termination of the Participant's employment or other service-providing
relationship with the Company or the Employer (for any reason whatsoever and
whether or not in breach of local labor laws) and the Participant irrevocably
releases the Company and the Employer from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court of competent
jurisdiction to have arisen, then, by accepting the grant of RSUs, the
Participant shall be deemed irrevocably to have waived his or her entitlement to
pursue such claim.
12. Registration. Any Shares acquired pursuant to this Award Agreement
shall be registered and/or deposited in the name of the Participant.
13. Further Instruments. The parties hereto agree to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Award Agreement.
14. Notice. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery or upon
electronic delivery, or upon delivery by certified mail, addressed to the
Company at the address below and addressed to the Participant at his/her home
address on file with the Company or at such other address as either party may
designate by ten (10) days' advance written notice to the other party.
RESTRICTED STOCK ADMINISTRATOR
3COM CORPORATION
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15. Binding Effect. This Award Agreement shall inure to the benefit of the
successors and assigns of the Company and, subject to the restrictions on
transfer herein set forth, be binding upon the Participant and the Participant's
heirs, executors, administrators, successors and assigns.
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16. Integrated Agreement. This Award Agreement (including any
country-specific Addendum or sub-plan, if any) and the Plan constitute the
entire understanding and agreement of the Participant and the Company with
respect to the subject matter contained herein, and there are no agreements,
understandings, restrictions, representations, or warranties among the
Participant and the Company other than those set forth or provided for herein or
therein. The terms of this Award Agreement shall be subject to the terms of the
Plan, and this Award Agreement is subject to all Plan interpretations,
amendments, and rules approved by the Company.
17. Severability. If one or more provisions of this Award Agreement are
held invalid, illegal and/or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and the invalid, illegal or unenforceable
provision(s) shall be deemed null and void; provided, however, to the extent
permissible under applicable law, that any such provision(s) shall be first
construed, interpreted and/or revised to permit this Award Agreement to be
construed so as to ▇▇▇▇▇▇ the intent of this Award Agreement and the Plan.
18. Governing Law. This Award Agreement is governed by the laws of the
Commonwealth of Massachusetts, without reference to conflicts of law provisions.
The parties hereby understand and agree that any action to enforce or interpret
or otherwise regarding this Award Agreement shall be filed in the state or
federal courts in the Commonwealth of Massachusetts.
19. DATA PRIVACY. THE PARTICIPANT HEREBY EXPLICITLY AND UNAMBIGUOUSLY
CONSENTS TO THE COLLECTION, USE AND TRANSFER, IN ELECTRONIC OR OTHER FORM, OF
HIS OR HER PERSONAL DATA AS DESCRIBED IN THIS AWARD AGREEMENT BY AND AMONG, AS
APPLICABLE, THE EMPLOYER, THE COMPANY AND ITS SUBSIDIARIES FOR THE EXCLUSIVE
PURPOSE OF IMPLEMENTING, ADMINISTERING AND MANAGING THE PARTICIPANT'S
PARTICIPATION IN THE PLAN.
(a) THE PARTICIPANT UNDERSTANDS THAT THE EMPLOYER, THE COMPANY AND ITS
SUBSIDIARIES HOLD CERTAIN PERSONAL INFORMATION ABOUT THE PARTICIPANT INCLUDING,
BUT NOT LIMITED TO, THE PARTICIPANT'S NAME, HOME ADDRESS AND TELEPHONE NUMBER,
DATE OF BIRTH, SOCIAL SECURITY NUMBER OR EQUIVALENT TAX IDENTIFICATION NUMBER,
SALARY, NATIONALITY, JOB TITLE, ANY SHARES OF STOCK OR DIRECTORSHIPS HELD IN THE
COMPANY, DETAILS OF ALL SHARES OR OTHER ENTITLEMENTS TO SHARES AWARDED,
CANCELLED, EXERCISED, VESTED, UNVESTED OR OUTSTANDING IN THE PARTICIPANT'S
FAVOUR, FOR THE PURPOSE OF MANAGING AND ADMINISTERING THE PLAN ("DATA"). THE
PARTICIPANT FURTHER UNDERSTANDS THAT THE COMPANY AND/OR ITS SUBSIDIARIES WILL
TRANSFER DATA AMONGST THEMSELVES AS NECESSARY FOR THE PURPOSES OF
IMPLEMENTATION, ADMINISTRATION, AND MANAGEMENT OF THE PARTICIPANT'S
PARTICIPATION IN THE PLAN, AND THAT THE COMPANY AND/OR ITS SUBSIDIARIES MAY EACH
FURTHER TRANSFER DATA TO ANY THIRD PARTIES ASSISTING THE COMPANY IN THE
IMPLEMENTATION, ADMINISTRATION AND MANAGEMENT OF THE PLAN ("DATA RECIPIENTS").
WHERE THE COMPANY OR ANY OF ITS SUBSIDIARIES TRANSFER DATA TO ANY DATA
RECIPIENTS, IT WILL TAKE INTO ACCOUNT ANY LEGAL OBLIGATIONS WHICH APPLY WITH
RESPECT TO THE PROCESSING OF THAT DATA. THE PARTICIPANT UNDERSTANDS THAT THESE
DATA RECIPIENTS MAY BE LOCATED IN THE PARTICIPANT'S COUNTRY OF RESIDENCE, THE
EUROPEAN ECONOMIC AREA, OR ELSEWHERE THROUGHOUT THE WORLD, INCLUDING, BUT NOT
LIMITED TO, THE UNITED STATES. THE PARTICIPANT HEREBY AUTHORIZES THE DATA
RECIPIENTS TO
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RECEIVE, POSSESS, USE, RETAIN AND TRANSFER DATA IN ELECTRONIC OR OTHER FORM, FOR
THE PURPOSES OF IMPLEMENTING, ADMINISTERING AND MANAGING THE PARTICIPANT'S
PARTICIPATION IN THE PLAN, INCLUDING ANY TRANSFER OF SUCH DATA, AS MAY BE
REQUIRED FOR THE ADMINISTRATION OF THE PLAN AND/OR THE SUBSEQUENT HOLDING OF
SHARES ON THE PARTICIPANT'S BEHALF, TO A BROKER OR THIRD PARTY WITH WHOM THE
SHARES ACQUIRED UPON VEST MAY BE DEPOSITED.
(b) TO THE EXTENT THAT THE PARTICIPANT RESIDES OUTSIDE THE UNITED
STATES, THE PARTICIPANT MAY HAVE DIFFERENT RIGHTS WITH REGARD TO HIS OR HER
DATA, THAN EMPLOYEES RESIDING IN THE U.S. SUCH PARTICIPANTS UNDERSTAND THAT DATA
WILL BE HELD AS LONG AS IS REASONABLY NECESSARY TO IMPLEMENT, ADMINISTER AND
MANAGE THEIR PARTICIPATION IN THE PLAN AND THAT THEY MAY, AT ANY TIME, REVIEW
THE DATA, REQUIRE ANY NECESSARY AMENDMENTS TO IT, REQUEST A LIST WITH THE NAMES
AND ADDRESSES OF ANY DATA RECIPIENTS OR WITHDRAW THE CONSENT PROVIDED HEREIN, BY
CONTACTING IN WRITING THE COMPANY'S STOCK ADMINISTRATION DEPARTMENT. THE
PARTICIPANT FURTHER UNDERSTANDS THAT WITHDRAWING CONSENT MAY AFFECT THE
PARTICIPANT'S ABILITY TO PARTICIPATE IN THE PLAN. WITHOUT PREJUDICE TO OTHER
PROVISIONS OF THE PLAN AND THIS AWARD AGREEMENT, THE COMPANY HEREBY RESERVES THE
RIGHT TO TERMINATE THE PARTICIPANT'S PARTICIPATION IN THE PLAN (INCLUDING, BUT
NOT LIMITED TO, THE PARTICIPANT'S ABILITY TO VEST IN THE SHARES GRANTED
HEREUNDER) IF, BY WITHDRAWAL OF THE PARTICIPANT'S CONSENT TO THE COLLECTION, USE
AND TRANSFER OF DATA, THE COMPANY AND/OR DATA RECIPIENTS MAY NOT, IN THE
COMPANY'S SOLE DISCRETION, LAWFULLY ADMINISTER THE PARTICIPANT'S PARTICIPATION
IN THE PLAN.
20. Language. If the Participant has received this Award Agreement or any
other document related to the Plan translated into a language other than English
and if the translated version is different than the English version, the English
version will control.
21. Electronic Delivery. The Company may, in its sole discretion, decide to
deliver any documents related to participation in the Plan, RSUs granted under
the Plan or future RSUs that may be granted under the Plan by electronic means
or to request the Participant's consent to participate in the Plan by electronic
means. The Participant hereby consents to receive such documents by electronic
delivery and, if requested, to agree to participate in the Plan through an
on-line or electronic system established and maintained by the Company or
another third party designated by the Company.
22. Addendum. Notwithstanding any provision in this Award Agreement, the
RSUs and the Shares acquired under the Plan shall be subject to any special
terms and provisions set forth in the Addendum for the Participant's country of
residence, if any.
IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement
as of the day and year first above written. By signing below or electronically
accepting this Award Agreement, as applicable, the Participant acknowledges that
he/she has read, understood and accepted all of the terms, conditions and
restrictions of this Award Agreement and the Plan.
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COMPANY: 3COM CORPORATION PARTICIPANT:
BY:
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TITLE:
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ADDRESS: STOCK ADMINISTRATION ADDRESS:
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3COM CORPORATION
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