EXHIBIT 10.10
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 below). The Company shall issue to the Participant or his estate, if
applicable, one or more certificates representing the Shares as soon as
practicable following the Vesting Date; provided, however that the Shares will
be issued no later than the later of (i) December 31 of the calendar year in
which the Vesting Date occurs and (ii) the fifteenth day of the third calendar
month following the Vesting Date. 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. The number of Shares
shall be subject to adjustment pursuant to Section 8(a) of the Plan.
2. Vesting. The Vesting Date for the Shares will be the earliest
of:
(a) January 1, ___ [Insert January 1 that is nine years
following the anniversary of the grant];
(b) The first date on which the Participant is no longer
a member of the Board of Directors of the Company;
(c) The death of the Participant;
(d) The disability of the Participant (within the meaning
of Proposed Treasury Regulation Section 1.409A-3(g)(4) or any successor
regulation); and
(e) A change in ownership or effective control of the
Company (within the meaning of Proposed Treasury Regulation Section
1.409A-3(g)(5) or any successor regulation).
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. Acceleration/ Deferral.
(a) Acceleration. In no event may the Company deliver the
Shares to the Participant earlier than the Vesting Date.
(b) Deferral. In no event may the Company or the
Participant defer the delivery of the Shares beyond the date specified in
Section 1 of this Agreement, unless such deferral complies in all respects with
Proposed Treasury Regulation Section 1.409A-2(b) related to subsequent changes
in the time or form of payment of nonqualified deferred compensation
arrangements, or any successor regulation.
7. Miscellaneous.
(a) Section 409A. This Agreement is intended to comply
with the requirements of Section 409A of the Internal Revenue Code and shall be
construed consistently therewith.
(b) 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.
(c) 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.
(d) 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.
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(e) 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(e).
(f) 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.
(g) 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.
(h) Amendment. This Agreement may be amended or modified
only by a written instrument executed by both the Company and the Participant.
(i) 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.
(j) 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; and (iv) is fully aware of the legal and binding effect of this
Agreement.
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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