EXHIBIT 10.3B
COMPUTER NETWORK TECHNOLOGY CORPORATION
1992 STOCK AWARD PROGRAM
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT made as of the [day] day of [month],
[year], between Computer Network Technology Corporation, a Minnesota
corporation (the "Company") and [employee] (the "Employee"),
W I T N E S S E T H:
WHEREAS, the Computer Network Technology Corporation 1992
Stock Award Plan (the "Plan") permits the Company to make certain awards to
Employees, including awards of Restricted Stock; and
WHEREAS, the Stock Plans Committee of the Board of Directors
of CNT (the "Committee") has determined to make an award of Restricted Stock to
the Employee, such award to be governed by the terms of the Plan and this
Agreement;
NOW, THEREFORE, in consideration of the premises and the
covenants and agreements contained herein, and for other good and valuable
consideration, the parties agree as follows:
1. DEFINED TERMS. Capitalized terms used herein and not
otherwise defined herein shall have the meaning given them in the Plan.
2. GRANT OF RESTRICTED STOCK.
(a) Subject to the terms and conditions of the Plan and of
this Agreement (and subject to execution of this
Agreement by Employee), the Company has granted to
Employee [shares] Shares of Restricted Stock. Such
Shares are subject to the restrictions provided for in
this Agreement.
(b) The Shares of Restricted Stock shall be evidenced by a
duly issued stock certificate or certificates
registered in the name of Employee. Employee shall have
all rights of a shareholder of the Company with respect
to the Restricted Stock (including voting rights and
the right to receive dividends and other
distributions), except that all restrictions provided
for herein shall apply to the Restricted Stock and to
any other securities distributed with respect to such
Restricted Stock.
(c) No Restricted Stock may be sold, transferred, pledged,
hypothecated or otherwise encumbered or disposed of
until such Restricted Stock has vested in Employee in
accordance with all terms and conditions of this
Agreement. The Restricted Stock shall remain restricted
and subject to forfeiture by Employee to the Company
unless and until such Restricted Stock has vested in
Employee in accordance with all terms and conditions of
this Agreement.
(d) Each stock certificate evidencing any Restricted Stock
shall contain such legends and stock transfer
instructions or limitations as may be determined or
authorized by the Committee in its sole discretion; and
the Company may, in its sole discretion, retain custody
of any such certificate throughout the period during
which any Restrictions are in effect and require, as a
condition to issuing any such certificate, that the
Employee tender to the Company a stock power duly
executed in blank relating thereto.
3. NORMAL VESTING. For purposes of this Agreement, the term
"Employment" and similar terms shall include the providing of services to the
Company, or an Affiliate thereof, in the capacity of employee, advisor or
consultant. If the Employee remains continuously employed by the Company or an
Affiliate thereof (excluding any periods during which the Employee is on
approved leaves of absence) for a period of four years commencing with the date
of this Agreement, then the Restricted Stock will vest.
4. ACCELERATED VESTING. Notwithstanding paragraph 3, above:
(a) In the event of a Fundamental Change, if (i) the
Fundamental Change involves a merger, consolidation or
statutory share exchange, unless appropriate provision
shall be made for the protection of the Restricted Stock
by the substitution of appropriate restricted stock of the
corporation surviving any such merger or consolidation or,
if appropriate, the parent corporation of the Company or
such surviving corporation, or (ii) the Fundamental Change
involves the dissolution or liquidation of the Company,
then the Committee shall declare at least 20 days prior to
the occurrence of the Fundamental Change, and provide
written notice to the Employee of the declaration, that
all conditions, limitations and restrictions relating to
the restricted stock are cancelled and terminated
effective as of the actual closing of the Fundamental
Change and that the Restricted Stock shall after such
closing be and remain unrestricted;
(b) The Restricted Stock shall vest immediately upon the
occurrence of an Event;
(c) The Restricted Stock shall vest immediately upon the death
of the Employee or the Employee's becoming disabled
(within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended (the "Code")) while
employed by CNT; and
(d) The Restricted Stock shall vest immediately upon the
achievement by the Employee (or the Employee and others as
a group if so provided in Exhibit A) of the performance
objectives described in Exhibit A attached to this
Agreement, as revised or modified from time to time by the
Committee in accordance with paragraph 8 of this
Agreement. Accelerated vesting upon achievement of
performance objectives may be incremental -- that is,
designated numbers of the Shares of Restricted Stock may
vest successively upon achievement of different
performance objectives and certain of the performance
objectives may not be identified until a future date.
5. ISSUANCE OF UNRESTRICTED SHARES. Upon the vesting of any
Shares of Restricted Stock, all restrictions on the transferability of such
Shares of Restricted Stock will lapse, and the Company will, subject to the
satisfaction of any conditions contained in the Plan and any payment required
under Section 7, issue to the Employee a certificate evidencing such Shares that
is free of transfer or other restrictions.
6. FORFEITURE. If the Employee's employment with the Company,
or an Affiliate thereof, is terminated, other than by reason of the Employee's
death or disability (within the meaning of Section 22(e)(3) of the Code), then
any Restricted Stock that has not previously vested shall be forfeited by
Employee to the Company. Employee shall thereafter have no right, title or
interest whatever in such Restricted Stock, and Employee shall immediately
return to the Company all certificates representing Shares of Restricted Stock
so forfeited.
7. TAX WITHHOLDING. CNT or an Affiliate may be obligated or
permitted to withhold or pay federal, state, and local income taxes, social
security taxes, national insurance contributions, or other taxes upon the
vesting of Shares of Restricted Stock, or upon an election made under Section
83(b) of the Code. If CNT or an Affiliate is required or permitted to withhold
or pay such taxes, the Employee will promptly pay in cash upon demand to CNT or
the Affiliate, such amounts as shall be necessary to satisfy or fund CNT or the
Affiliate; provided, however, that in lieu of all or any part of such a cash
payment, the Committee may, but shall not be required to, permit the Employee to
elect to cover all or any part of the withholdings or payments, and to cover any
additional withholdings or payments up to the amount needed to cover the
Employee's full federal, state, and local tax with respect to income arising
upon the vesting of Shares of Restricted Stock, or upon an election made under
Section 83(b) of the Code, through a reduction of the number of Common Shares
delivered upon such vesting or through a subsequent return to CNT of shares
delivered upon such vesting, in each case valued in the same manner as used in
computing the taxes under the applicable laws. Further, such elections may be
subject to the limitations of the Exchange Act. The Company or the Affiliate may
deduct such withholdings or an amount sufficient to cover such payments from
subsequent earnings payable to Employee. To the extent that the Company or the
Affiliate cannot (or does not) make the deductions, Employee or person becoming
vested in the unrestricted Shares or making the election made under Section
83(b) of the Code shall enter into such other arrangements for the individual to
reimburse the Company or the Affiliate for the amount of the tax liability as
the Company shall require, and the Company may make the individual's agreement
to such arrangements a condition of the vesting in the Shares of Restricted
Stock or the receipt of unrestricted Shares under the Plan.
8. THE COMMITTEE; ADJUSTMENTS. The Committee, in its sole and
absolute discretion, shall determine (i) whether the Employee has become
disabled (within the meaning of Section 22(e)(3) of the Code), (ii) whether or
the extent to which performance objectives described in Exhibit A have been
achieved, and (iii) any other terms and conditions relating to this award. The
Committee in its sole and absolute discretion, may modify previously established
goals if it determines that modification is advisable. In addition, the
Committee may modify this award, in its sole and absolute discretion, to adjust
the number or type of securities subject hereto in the event of a
reorganization, merger, consolidation, recapitalization, liquidation,
reclassification, stock dividend, stock split, combination of shares, rights
offering, or extraordinary dividend or divestiture (including a spin-off, or
transfer of an Affiliate or a line of business), or any other change in the
corporate structure or Shares of the Company.
9. EMPLOYMENT. This Agreement shall not give Employee any
right to continued employment with the Company or any Affiliate, and the Company
or any Affiliate employing Employee may terminate such employment or otherwise
treat Employee without regard to the effect it may have upon Employee or any
Restricted Stock under this Agreement.
10. OTHER BENEFIT AND COMPENSATION PROGRAMS. The Shares of
Restricted Stock received by Employee under this Agreement shall not be deemed a
part of Employee's regular, recurring compensation for purposes of the
termination, indemnity, or severance pay law of any country and shall not be
included in, nor have any effect on, the determination of benefits under any
other employee benefit plan, contract, or similar arrangement provided by CNT
(or an Affiliate of CNT) unless expressly so provided by such other plan,
contract, or arrangement, or unless the Committee determines that the Restricted
Stock, or a portion thereof, should be included to accurately recognize that the
Restricted Stock grant has been made in lieu of a portion of competitive cash
compensation, if such is the case.
11. INTERPRETATION OF THIS AGREEMENT. All decisions and
interpretations made by the Committee with regard to any question arising under
this Agreement or the Plan shall be binding and conclusive upon CNT and
Employee. In the event that there is any inconsistency between the provisions of
this Agreement and the Plan, the provisions of the Plan shall govern.
12. MISCELLANEOUS. This Agreement is entered into pursuant to
the Plan and is subject to all of the terms and conditions contained in the
Plan. A copy of the Plan is on file with the Company; and, by acceptance hereof,
the Employee agrees and accepts this Agreement subject to the terms of the Plan.
This Agreement shall be binding upon and inure to the benefit of any successor
of the Company. This Agreement shall be governed by and construed in accordance
with the laws of the State of Minnesota. This Agreement contains all terms and
conditions with respect to the subject matter hereof and no amendment,
modification or other change hereto shall be of any force or effect unless and
until set forth in a writing executed by the Employee and the Company.
IN WITNESS WHEREOF, the Employee has executed this Agreement
and the Company has caused this Agreement to be executed by its duly authorized
officer, all as of the day and year first above written.
COMPUTER NETWORK TECHNOLOGY CORPORATION
By __________________________________________________
Its Director of Compensation and Benefits
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[employee]
EXHIBIT A
TO RESTRICTED STOCK AGREEMENT DATED [DATE]
BETWEEN [EMPLOYEE] AND
COMPUTER NETWORK TECHNOLOGY CORPORATION
The Restricted Stock subject to the Restricted Stock Agreement
to which this Exhibit A is attached shall vest [vesting] if employee remains
continually employed at CNT.
