Sycamore Networks, Inc. 1999 Stock Incentive Plan
Restricted Stock Award Agreement
(First Name)(Last Name)
(Address1)
(City),(State)(Postal Code)
Dear (First Name):
You have been issued a grant of (Number Shares) shares of restricted stock
(a "Restricted Stock Award") under the Sycamore Networks, Inc. 1999 Stock
Incentive Plan, as amended (the "Plan"), as outlined below. This Restricted
Stock Award is governed by and subject to the terms and conditions of the
Plan and the terms and conditions of this Award Agreement.
Award Recipient: (First Name) (Last Name)
Xxxxx Date: (Grant Date)
Shares of Restricted
Stock Granted: (Number Shares)
Initial Vesting Date: (Initial Vesting Date), assuming no
Change in Service
If you have continued service with the Company through the dates indicated
below, the Restricted Stock Award will vest in the following installments:
Vesting Ratio*
Prior to Initial Vesting Date
On Initial Vesting Date, provided the Award Recipient's
service with the Company is continuous from the Grant Date
until the Initial Vesting Date
Plus
Upon completion of each 3 months of the Award Recipient's
continuous service with the Company from the Initial Vesting Date
* Stated Vesting Ratio assumes no Change in Service as described in the
Plan. Vesting Ratio will be adjusted in accordance with Section 19F of the
Plan if there is a Change in Service.
In no event shall the Vesting Ratio exceed 1/1.
Until such time as the Restricted Stock has vested, the shares of
Restricted Stock may not be transferred or disposed of in any manner, and
any purported transfer or disposition in violation of this provision shall
be null and void. Upon any such purported transfer, the Company may, in its
sole discretion, deem the Restricted Stock to be forfeited by the Award
Recipient to the Company.
The Award Recipient shall pay to the Company promptly upon request, and in
any event at the time the Award Recipient recognizes taxable income in
respect to the shares of Restricted Stock (or, if the Award Recipient makes
an election under Section 83(b) of the Code in connection with such grant),
an amount, in cash, equal to the taxes the Company determines it is
required to withhold under applicable tax laws with respect to the shares
of Restricted Stock. It is a condition to the effectiveness of this Award
Agreement that the Award Recipient execute and deliver to the Company an
Irrevocable Standing Order to Sell Shares to facilitate the tax withholding
obligations. The Award Recipient shall promptly notify the Company of any
election being made pursuant to Section 83(b) of the Code and shall provide
the Company with an amount in cash equal to the taxes the company
determines it is required to withhold, a copy of election and proof of
filing such election. A form of such election is attached hereto as Exhibit A.
THE AWARD RECIPIENT ACKNOWLEDGES THAT IT IS THE AWARD RECIPIENT'S
SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY ANY
ELECTION UNDER SECTION 83(b) OF THE CODE IF THE AWARD RECIPIENT
ELECTS TO DO SO.
The Award Recipient has reviewed with his own tax advisors the Federal,
state, local and foreign tax consequences of the transactions contemplated
by this Agreement. The Award Recipient is relying solely on such advisors
and not on any statements or representations of the Company or any of its
agents. The Award Recipient understands that he (and not the Company) shall
be responsible for any tax liability that may arise as a result of the
transactions contemplated by this Agreement.
The failure of the Company to enforce at any time any provision of this
Agreement shall in no way be construed to be a waiver of such provision or
of any other provision hereof.
Capitalized terms not found herein shall have the meaning ascribed to them
in the Plan.
If you cease to provide services to the Company, no further installments of
this Restricted Stock Award shall vest and you will forfeit all unvested
portions of the grant immediately upon such cessation of service. Prior to
becoming vested, the Restricted Stock subject to this Restricted Stock
Award is non-transferable.
SYCAMORE NETWORKS, INC.
By: ______________________________________
Title: CFO, VP Finance & Administration
Agreement and Acknowledgement
By my signature below, I hereby acknowledge receipt of this Restricted
Stock Award granted on the date shown above, which has been issued to me
under the terms and conditions of the Plan and this Award Agreement. I
further acknowledge receipt of a copy of the Plan and agree to comply with
all of the terms and conditions of this Award Agreement and the Plan. I
also agree to accept as binding, conclusive and final all decisions or
interpretation of the Company's Board of Directors upon any questions
arising under this Restricted Stock Award.
As a condition to the receipt of this Restricted Stock Award, I hereby
agree that during the term of my employment by the Company or any of its
subsidiaries and for a period of twelve (12) months thereafter, I shall
not, directly or indirectly, without prior written consent of the Company
or one of its subsidiaries, solicit or accept employment or be retained by
any party who, at any time during the term of my employment, was a
competitor or a client of the Company or any of its subsidiaries.
Signature: ______________________________ Date: ___________________
(First Name) (Last Name)
Note: If there are any discrepancies in the name shown above, please make the
appropriate corrections on this form.
EXHIBIT A
ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986
-----------------------------------------------------------------
The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, to include in taxpayer's gross
income for the current taxable year the amount of any compensation taxable
to taxpayer in connection with taxpayer's receipt of the property described
below:
1. The name address, taxpayer identification number and taxable year of
the undersigned are as follows:
NAME OF TAXPAYER:
_____________________________________________________
NAME OF SPOUSE:
_____________________________________________________
ADDRESS:
_____________________________________________________
IDENTIFICATION NO. OF TAXPAYER:
______________________________________
IDENTIFICATION NO. OF SPOUSE:
______________________________________
TAXABLE YEAR:
______________________________________
2. The property with respect to which the election is made is described as
follows: _________________ shares (the "Shares") of the Common Stock of
Sycamore Networks, Inc. (the "Company").
3. The date on which the property was transferred is: __________________, 20
______.
4. The property is subject to the following restrictions:
The Shares may not be transferred and are subject to forfeiture
under the terms of an agreement between the taxpayer and the
Company. These restrictions lapse upon the satisfaction of certain
conditions in such agreement.
5. The fair market value at the time of transfer, determined without
regard to any restriction other than a restriction which by its
terms will never lapse, of such property is: $__________.
6. The amount (if any) paid for such property is: $___________.
The undersigned has submitted a copy of this statement to the
person for whom the services were performed in connection with the
undersigned's receipt of the above-described property. The
transferee of such property is the person performing the services
in connection with the transfer of said property.
The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner of the Internal Revenue
Service.
Dated: ____________________, 200__
_______________________________
Taxpayer
The undersigned spouse of taxpayer joins in this election.
Dated:_____________________, 200__
_______________________________
Spouse of Taxpayer
