EXHIBIT 10.9
OPEN SOLUTIONS INC.
Restricted Stock Unit Agreement
Granted Under 2003 Stock Incentive Plan
AGREEMENT made this __ day of _________, 200_, between Open Solutions
Inc., a Delaware corporation (the "Company"), and _______________ (the
"Participant").
For valuable consideration, receipt of which is acknowledged, the parties
hereto agree as follows:
1. Issuance of Shares.
The Company hereby grants to the Participant, subject to the terms and
conditions set forth in this Agreement and in the Company's 2003 Stock Incentive
Plan (the "Plan"), the right to receive ___ shares of common stock, $0.01 par
value, of the Company (the "Shares") on the Vesting Date (as defined in Section
2(a) below). Within thirty (30) days after the Vesting Date, the Company shall
issue to the Participant one or more certificates in the name of the Participant
representing the Shares (subject to adjustment pursuant to Section 8(a) of the
Plan). Until the Vesting Date, the Participant shall have no rights to any
Shares or any rights associated with such Shares, including without limitation
dividend or voting rights.
2. Vesting.
(a) The Shares will vest upon the earlier of (i) the first date on
which the Participant is no longer a member of the Board of Directors of the
Company and (ii) January 1, 2015 (the "Vesting Date").
(b) In the event that the Participant's service as a director of the
Company is terminated by reason of death or disability, the Shares will vest
immediately following such death or disability and will be issued to the
Participant or his estate within thirty (30) days of such death or disability.
For this purpose, "disability" shall mean the inability of the Participant, due
to a medical reason, to carry out his duties as a director of the Company for a
period of six consecutive months.
(c) In the event of (i) the liquidation or dissolution of the
Company or (ii) a Reorganization Event (as defined in the Plan), the Shares will
vest and be issued to the Participant immediately prior to such event.
3. Transferability.
This Agreement may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of (whether by operation of law or otherwise)
(collectively, a "transfer"), except that this Agreement may be transferred by
the laws of descent and distribution. The Participant may only transfer the
Shares that may be issued pursuant to this Agreement following the Vesting Date.
4. Provisions of the Plan.
This Agreement is subject to the provisions of the Plan, a copy of which
is furnished to the Participant with this Agreement.
5. Withholding Taxes.
(a) The Participant has reviewed with the Participant's own tax
advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. The Participant
is relying solely on such advisors and not on any statements or representations
of the Company or any of its agents.
(b) The Participant acknowledges and agrees that the Company has the
right to deduct from payments of any kind otherwise due to the Participant any
federal, state or local taxes of any kind required by law to be withheld with
respect to the transactions contemplated by this Agreement, including the
vesting of the Shares.
6. Miscellaneous.
(a) Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, and each other provision of this
Agreement shall be severable and enforceable to the extent permitted by law.
(b) Waiver. Any provision for the benefit of the Company contained
in this Agreement may be waived, either generally or in any particular instance,
by the Board of Directors of the Company.
(c) Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the Company and the Participant and their respective heirs,
executors, administrators, legal representatives, successors and assigns,
subject to the restrictions on transfer set forth in Section 3 of this
Agreement.
(d) Notice. All notices required or permitted hereunder shall be in
writing and deemed effectively given upon personal delivery or five days after
deposit in the United States Post Office, by registered or certified mail,
postage prepaid, addressed to the other party hereto at the address shown
beneath his or its respective signature to this Agreement, or at such other
address or addresses as either party shall designate to the other in accordance
with this Section 6(d).
(e) Pronouns. Whenever the context may require, any pronouns used in
this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular form of nouns and pronouns shall include the plural, and
vice versa.
(f) Entire Agreement. This Agreement and the Plan constitute the
entire agreement between the parties, and supersedes all prior agreements and
understandings, relating to the subject matter of this Agreement.
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(g) Amendment. This Agreement may be amended or modified only by a
written instrument executed by both the Company and the Participant.
(h) Governing Law. This Agreement shall be construed, interpreted
and enforced in accordance with the internal laws of the State of Delaware
without regard to any applicable conflicts of laws.
(i) Participant's Acknowledgments. The Participant acknowledges that
he or she: (i) has read this Agreement; (ii) has been represented in the
preparation, negotiation and execution of this Agreement by legal counsel of the
Participant's own choice or has voluntarily declined to seek such counsel; (iii)
understands the terms and consequences of this Agreement; (iv) is fully aware of
the legal and binding effect of this Agreement; and (v) understands that the law
firm of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP is acting as counsel to the
Company in connection with the transactions contemplated by the Agreement, and
is not acting as counsel for the Participant.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
OPEN SOLUTIONS INC.
By:
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Name:
Title:
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[Name of Participant]
Address:
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