RESTRICTED STOCK AWARD AGREEMENT The Ultimate Software Group, Inc. Amended and Restated 2005 Equity and Incentive Plan
Exhibit 10.3
The Ultimate Software Group, Inc.
Amended and Restated 2005 Equity and Incentive Plan
Amended and Restated 2005 Equity and Incentive Plan
This
RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) made as of this ___ day of
__________________, 20___, between The Ultimate Software Group, Inc., a Delaware corporation (the
“Company”), and
__________________ (the “Grantee”), is made pursuant to the terms of The Ultimate
Software Group, Inc. Amended and Restated 2005 Equity and Incentive Plan (the “Plan”). Capitalized
terms used herein but not defined shall have the meanings set forth in the Plan.
Section 1. Restricted Stock Award. The Company has granted to the Grantee a
Restricted Stock Award with respect to the number of shares of common stock of the Company, par
value $.01 per share (the “Common Stock”), specified in Appendix A hereto (the “Restricted
Shares”). Appendix A may be amended by the Company from time to time to reflect additional
grants of Restricted Stock Awards following the date hereof. Each Restricted Stock Award
identified in Appendix A shall be subject to the conditions hereinafter provided and
subject to the terms and conditions set forth in the Plan, a copy of which the Grantee acknowledges
having received. (Each Restricted Stock Award identified in Appendix A is hereinafter
referred to as an “Award.”)
Section 2. Vesting of Awards.
(a) Vesting Schedule. Each Award shall become fully vested on the fourth (4th)
anniversary of the respective Dates of Grant thereof as set forth in Appendix A, subject to
the Grantee’s continued employment with the Company or any Subsidiary on each such vesting date.
(b) Full Accelerated Vesting. Notwithstanding the provisions of Section 2(a) hereof,
upon (i) the Grantee’s termination of employment as a result of death or Disability, or (ii)
the occurrence of a Change in Control of the Company while the Grantee is employed by the Company,
the transfer restrictions and forfeiture conditions imposed hereunder on any Restricted Shares
shall immediately lapse and all such unvested shares shall become fully and immediately vested.
(c) Partial Accelerated Vesting. Notwithstanding the provisions of Section 2(a)
hereof, upon the Grantee’s termination of employment by the Company without “Cause” (as defined
below), the transfer restrictions and forfeiture conditions imposed hereunder on any Restricted
Shares shall immediately lapse as to 1/48th (one forty-eighth) of the Restricted Shares subject to
each Award hereunder for each complete month of continued employment by the Grantee with the
Company or any Subsidiary following the applicable Dates of Grant, and such Restricted Shares shall
become immediately vested. For purposes hereof, termination for “Cause” shall mean a termination
of employment due to (i) embezzlement or misappropriation of corporate funds, (ii) any acts of
dishonesty resulting in conviction for a felony, (iii) misconduct
resulting in material injury to the Company, (iv) a significant violation of Company policy,
(v) willful refusal to perform, or substantial disregard of, the duties properly assigned to the
Grantee, or (vi) a significant violation of any contractual, statutory or common law duty of
loyalty to the Company. Notwithstanding the foregoing, if the Grantee is a party to an employment
or similar agreement with the Company or any Subsidiary, the term “Cause” shall, for the purposes
of this Agreement, have the same meaning set forth in such employment or similar agreement if and
to the extent such term is defined therein.
Section 3. Termination of Employment. Except as provided in Sections 2(b) and
2(c) hereof, if the Grantee’s employment with the Company or any Subsidiary is terminated prior to
the occurrence of any otherwise applicable vesting date provided in Section 2 hereof, the Grantee
shall (i) forfeit the Grantee’s interest in the Restricted Shares that have not yet become vested,
(ii) assign, transfer, and deliver any certificates evidencing ownership of such shares to the
Company, and (iii) cease for all purposes to be a stockholder with respect to such shares.
Section 4. Rights as a Stockholder. Subject to the otherwise applicable
provisions of this Agreement, the Grantee will have all rights of a stockholder with respect to the
Restricted Shares granted to the Grantee hereunder, including the right to vote the shares and
receive all dividends and other distributions paid or made with respect thereto.
Section 5. Restrictions on Transfer. Neither this Agreement nor any
Restricted Shares covered hereby may be sold, assigned, transferred, encumbered, hypothecated or
pledged by the Grantee, otherwise than to the Company, unless as of the date of any such sale,
assignment, transfer, encumbrance, hypothecation or pledge, such Restricted Shares to be thus
disposed of have become vested in accordance with Section 2 hereof. The certificate or
certificates representing shares delivered pursuant to this Agreement shall bear a legend referring
to the nontransferability or assignability of such shares pursuant to this Section, and a
stop-transfer order against such certificate or certificates will be placed by the Company with its
transfer agents and registrars. At the discretion of the Committee, in lieu of issuing a stock
certificate to the Grantee, the Company may hold the Restricted Shares in escrow during the period
such shares remain subject to the vesting restrictions and other restrictions provided hereunder.
Section 6. Investment Representation. Upon acquisition of the Restricted
Shares at a time when there is not in effect a registration statement under the Securities Act of
1933 relating to the Common Stock, the Grantee hereby represents and warrants, and by virtue of
such acquisition shall be deemed to represent and warrant, to the Company that the Restricted
Shares shall be acquired for investment and not with a view to the distribution thereof, and not
with any present intention of distributing the same, and the Grantee shall provide the Company with
such further representations and warranties as the Company may require in order to ensure
compliance with applicable federal and state securities, blue sky and other laws. No Restricted
Shares shall be acquired unless and until the Company and/or the Grantee shall have complied with
all applicable federal or state registration, listing and/or qualification requirements and all
other requirements of law or of any regulatory agencies having jurisdiction, unless the Committee
has received evidence satisfactory to it that the Grantee may acquire such shares pursuant to an
exemption from registration under the applicable securities laws. Any determination in this
connection by the Committee shall be final, binding and conclusive. The Company reserves the right
to legend any
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certificate for shares of Common Stock, conditioning sales of such shares upon compliance with
applicable federal and state securities laws and regulations.
Section 7. Adjustments. All Awards hereunder shall be subject to the
provisions of Section 4.2 of the Plan relating to adjustments for recapitalizations,
reclassifications and other changes in the Company’s corporate structure.
Section 8. No Right of Continued Employment. Nothing in this Agreement shall
confer upon the Grantee any right to continue as an employee of the Company or any Subsidiary or to
interfere in any way with any right of the Company to terminate the Grantee’s employment at any
time.
Section 9. Section 83(b) Election; Withholding. The Grantee may make an
election under Section 83(b) of the Code with respect to any grant of Restricted Shares by filing a
copy of such election with the Company within 30 days of the Date of Grant. If the Grantee makes
such an election, such grant of Restricted Shares shall be conditioned upon the prompt payment by
the Grantee to the Company of an amount equal to the applicable federal, state and local income
taxes and other amounts required by law to be withheld (the “Withholding Taxes”) in connection with
such election. If the Grantee does not make an election under Section 83(b) of the Code with
respect to a grant of Restricted Shares, the Grantee shall pay to the Company the Withholding Taxes
upon the lapse of the vesting restrictions, and the lapse of the restrictions shall be conditioned
upon the prior payment of the applicable Withholding Taxes by the Grantee. Subject to the
limitations of applicable law, the Grantee hereby consents to the collection of the Withholding
Taxes by the Company from the Grantee’s regular paychecks to the extent necessary to satisfy the
obligations of the Grantee hereunder.
Section 10. Notices. Any notice hereunder by the Grantee shall be given to
the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the
Secretary of the Company. Any notice hereunder by the Company shall be given to the Grantee in
writing and such notice shall be deemed duly given only upon receipt thereof at such address as the
Grantee may have on file with the Company.
Section 11. Construction. This Agreement and the Awards hereunder are granted
by the Company pursuant to the Plan and are in all respects subject to the terms and conditions of
the Plan. The Grantee hereby acknowledges that a copy of the Plan has been delivered to the
Grantee and accepts the Restricted Shares hereunder subject to all terms and provisions of the
Plan, which is incorporated herein by reference. In the event of a conflict or ambiguity between
any term or provision contained herein and a term or provision of the Plan, the Plan will govern
and prevail. The construction of and decisions under the Plan and this Agreement are vested in the
Committee, whose determinations shall be final, conclusive and binding upon the Grantee and the
Company.
Section 12. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware, excluding the choice of law rules thereof.
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Section 13. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original but all of which together shall constitute one and
the same instrument.
Section 14. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the legatees, distributees, and personal representatives of the Grantee and the
successors of the Company.
Section 15. Entire Agreement. This Agreement and the Plan constitute the
entire agreement between the parties with respect to the subject matter hereof and thereof, merging
any and all prior agreements.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement effective as of
the date first above written.
| THE ULTIMATE SOFTWARE GROUP, INC. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| GRANTEE |
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| By: | ||||
| Name: | ||||
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Appendix A
| Date of Grant | Number of Shares Subject to Award | ||||||
A-1
