MICROFINANCIAL INCORPORATED Restricted Stock Unit Award Agreement
Exhibit 10.6.6
MICROFINANCIAL INCORPORATED
2008 EQUITY INCENTIVE PLAN
MicroFinancial, Incorporated, a Massachusetts corporation (the “Company”) hereby grants to you (the
“Participant”) the number of restricted stock units set forth below (“Restricted Stock Units” or
“RSUs’) representing the right to receive shares of Common Stock, $0.01 par value, of the Company
(the “Award”) on the terms and conditions set forth below (this “Agreement”), subject to your
acceptance of this Agreement and the provisions of the MicroFinancial Incorporated 2008 Equity
Incentive Plan, as amended from time to time (the “Plan”).
| Name of Participant: | ||||
| Total Number of Restricted Stock Units Awarded: | ||||
| Award Date: | ||||
The Restricted Stock Units will vest and become nonforfeitable in accordance with the following
schedule provided the Participant remains continuously employed with the Company upon each vesting
date (each of “Vesting Date”):
| Vesting Date | Percentage of RSUs Vested | |
By your signature and the signature of the Company’s representative below, you and the Company
agree that this Award is made under and governed by the terms of the Plan and this Agreement, which
includes the incorporated terms, conditions and agreements attached to and made a part of this
Agreement.
| PARTICIPANT | MICROFINANCIAL INCORPORATED | |||||||||||
| By: | ||||||||||||
Print Name
|
Print Name: | |||||||||||
Address:
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Title: | |||||||||||
MICROFINANCIAL INCORPORATED
Restricted Stock Unit Agreement
under the 2008 Equity Incentive Plan
under the 2008 Equity Incentive Plan
Incorporated Terms and Conditions
1. Plan Incorporated by Reference. The provisions of the
MicroFinancial Incorporated 2008 Equity Incentive Plan (the “Plan”) are incorporated into and made
a part of this Agreement by this reference. Capitalized terms used and not otherwise defined in
this Agreement have the meanings given to them in the Plan. To the extent there is any
inconsistency between the terms of the Plan and this Agreement, the terms of the Plan shall
control. The Committee administers the Plan, and its determinations regarding the interpretation
and operation of the Plan and this Agreement are final and binding. The Board may in its sole
discretion at any time terminate or from time to time modify and amend the Plan as provided
therein. The Participant may obtain a copy of the Plan without charge upon request to the
Company’s Human Resources Department.
2. Vesting of RSUs. Subject to Section 4 below, the Award shall vest and become
nonforfeitable as set forth in the Award Agreement.
3. Award and Restricted Stock Units Not Transferable. Except as otherwise provided in
the Plan, if applicable, this Award and the Restricted Stock Units may not be sold, assigned,
transferred, pledged or otherwise disposed of, alienated or encumbered, by the Restricted
Stockholder, either voluntarily or involuntarily.
4. Termination of Employment or Engagement. Subject to the General Provisions
contained in Section 6 of the Plan, if the Participant is no longer employed by or providing
services to the Company or an Affiliate (“Termination Date”) for any reason (voluntary or
involuntary and including disability, death or retirement), all Restricted Stock Units that remain
unvested shall immediately and irrevocably terminate and be canceled as of the Termination Date,
and the underlying Shares in respect of such RSUs shall immediately and irrevocably be forfeited as
of the Termination Date, without payment of any consideration by the Company and without any other
action by the Participant or the Participant’s beneficiary or personal representative, as the case
may be. Authorized leave of absence or absence on military or government service shall not
constitute termination of employment for this purpose so long as either (a) such absence is for a
period of no more than 90 calendar days or (b) the Participant’s right to re-employment after such
absence is guaranteed either by statute or by contract.
5. No Right to Shares or as a Stockholder. The Participant shall not have any right
in, to or with respect to any of the shares of Common Stock issuable under the Award until the
Award is settled by issuance of such shares of Common Stock to the Participant.
Notwithstanding the foregoing, if the Company declares and pays dividends on the Common Stock
during the Vesting Period, the Participant will be credited with additional amounts for each
Restricted Stock Unit equal to the dividend that would have been paid with respect to such
Restricted Stock Unit if it had been an actual share of Common Stock, which amount shall remain
subject to restrictions, shall vest concurrently with the vesting of the Restricted Stock Units
upon which such dividend equivalent amounts were paid, and shall be paid in cash, without interest,
in accordance with Section 6 below.
6. Timing and Manner of Payment of Restricted Stock Units. On or as soon as
administratively practicable following each Vesting Date of the applicable portion of the Award but
in no event later than March 15 of the calendar year following the calendar year in which the
Vesting Date occurs, the Company shall issue to the Participant the number of shares of Common
Stock (either by delivering one or more certificates for such shares of Common Stock or by entering
such shares of
Common Stock in book entry form, as determined by the Company in its discretion)
equal to the number of Restricted Stock Unit that vest on such applicable Vesting Date, less any tax withholdings
(as set forth in Section 7 below) unless such Restricted Stock Units terminate prior to such
Vesting Date pursuant to Section 4 above.
7. Payment of Taxes. The Participant shall pay to the Company, or make provision
satisfactory to the Committee for payment of, any taxes required by law to be withheld with respect
to the shares of Common Stock no later than the date of the event creating the tax liability and in
any event before any shares of Common Stock are delivered to the Participant. The Company and its
Affiliates may, to the extent permitted by law, deduct any such tax obligations from any payment of
any kind due to the Participant. The Company may, in its discretion, withhold from the shares of
Common Stock delivered to the Participant for any Vesting Date such number of shares of Common
Stock as the Company determines is necessary to satisfy the minimum tax obligations required by law
to be withheld or paid in connection with the issuance of such shares of Common Stock, valued at
their Fair Market Value on the date of issuance.
8. Securities and Other Laws. It shall be a condition to the Participant’s right to
receive the shares of Common Stock hereunder that the Company may, in its discretion, require (a)
that the shares of Common Stock shall have been duly listed, upon official notice of issuance, upon
any national securities exchange or automated quotation system on which the Company’s Common Stock
may then be listed or quoted, (b) that either (i) a registration statement under the Securities Act
of 1933 with respect to the shares of Common Stock shall be in effect, or (ii) in the opinion of
counsel for the Company, the proposed issuance and delivery of the shares of Common Stock to the
Participant shall be exempt from registration under that Act and the Participant shall have made
such undertakings and agreements with the Company as the Company may reasonably require, and (c)
that such other steps, if any, as counsel for the Company shall consider necessary to comply with
any law applicable to the issuance of such shares of Common Stock by the Company shall have been
taken by the Company or the Participant, or both.
9. Limitation on Participant’s Rights. No person shall have any claim or right to be
granted an Award. Each employee of the Company or any of its Affiliates is an employee-at-will
unless, and only to the extent, provided in a written employment agreement for a specified term
executed by the Company. Neither the adoption, maintenance, nor operation of the Plan nor any Award
thereunder shall confer upon any employee of the Company or of any Affiliate any right with respect
to the continuance of his or her employment by the Company or any such Affiliate nor shall they
interfere with the right of the Company or Affiliate to terminate any employee at any time or
otherwise change the terms of employment, including, without limitation, the right to promote,
demote or otherwise re-assign any employee from one position to another within the Company or any
Affiliate. This Award Agreement creates only a contractual obligation on the part of the Company
as to amounts payable and shall not be construed as creating a trust. The Participant shall have
only the rights of a general unsecured creditor of the Company with respect to amounts credited and
benefits payable, if any, with respect to the Restricted Stock Units, and rights no greater than
the right to receive the Common Stock as a general unsecured creditor with respect to Restricted
Stock Units, as and when payable hereunder.
10. Data Privacy. The Participant acknowledges and consents to the collection, use,
processing and transfer of personal data as described in this Section 10. The Company hold certain
personal information about the Participant, including the Participant’s name, home address and
telephone number, date of birth, social security number or other employee identification number,
salary, nationality, job title, any shares of Common Stock or directorships held in the Company,
details of all options or any other entitlement to the Common Stock awarded, canceled, purchased,
vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and
administering the Plan (“Data”). The Company and its related entities may transfer Data amongst
themselves as necessary for the purpose of
implementation, administration and management of the Participant’s participation in the Plan, and the
Company and its related entities may each further transfer Data to any third parties assisting
the Company or any such related entity in the implementation, administration and management of the
Plan. The Participant acknowledges that the transferors and transferees of such Data may be
located anywhere in the world and hereby authorizes each of them to receive, possess, use, retain
and transfer the 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 of
Common Stock on the Participant’s behalf to a broker or to other third party with whom the
Participant may elect to deposit any shares of Common Stock acquired under the Plan (whether
pursuant to the Award or otherwise).
11. Electronic Delivery and Acceptance. The Company may, in its sole discretion,
deliver any documents related to the Award by electronic means or request the Participant’s consent
to participate in the Plan by electronic means. The Participant hereby consents to receive all
applicable documentation by electronic delivery and agrees to participate in the Plan through an
on-line (and/or voice activated) system to the extent such a system is established and maintained
by the Company or a third party vendor designated by the Company.
12. Notices. Any notice to be given under the terms of this Award Agreement shall be
in writing and addressed to the Company at its principal office to the attention of the Secretary,
and to the Participant at the Participant’s last address reflected on the Company’s records, or at
such other address as either party may hereafter designate in writing to the other.
13. Entire Agreement. This Award Agreement and the Plan together constitute the
entire agreement and supersede all prior understandings and agreements, written or oral, of the
parties hereto with respect to the subject matter hereof. The Plan and this Award Agreement may be
amended pursuant to Section 6 of the Plan by written agreement signed by the Company and the
Participant.
14. Construction. It is intended that the terms of the Award will not result in the
imposition of any tax liability pursuant to Section 409A of the Code. This Award Agreement shall be
construed and interpreted consistent with that intent.
15. Governing Law. This Award Agreement shall be governed by and construed and
enforced in accordance with the laws of the Commonwealth of Massachusetts without regard to
conflict of law principles thereunder.
16. Severability. The provisions of this Award Agreement are severable and if any one
of more provisions are determined to be invalid, illegal or otherwise unenforceable in any respect,
in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
17. Imposition of Other Requirements. The Company reserves the right to impose other
requirements on the Participant’s participation in the Plan, on the Restricted Stock Units and on
any shares of Common Stock acquired under the Plan, to the extent the Company determines it is
necessary or advisable in order to comply with local law or facilitate the administration of the
Plan, and to require the Participant to sign any additional agreements or undertakings that may be
necessary to accomplish the foregoing.
18. Counterparts. For the convenience of the parties and to facilitate execution,
this Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same document.
