EX-99.1 2 dex991.htm AWARD AGREEMENT FOR RESTRICTED STOCK UNITS Award No.: [>>INSERT NUMBER<<] Concur Technologies, Inc. Award Agreement for Restricted Stock Units
Exhibit 99.1
Award No.: [>>INSERT NUMBER<<]
Concur Technologies, Inc.
2007 Equity Incentive Plan
Award Agreement for Restricted Stock Units
This Award Agreement for Restricted Stock Units (“Award Agreement”) is made and entered into as of the Date of Grant set forth below (“Date of Grant”) by and between Concur Technologies, Inc., a Delaware corporation (“Company”), and the Participant named below (“Participant”). All undefined capitalized terms herein shall have the meanings ascribed to such terms as set forth in the Concur Technologies, Inc. 2007 Equity Incentive Plan (“Plan”).
Participant: | [>>INSERT FULL EMPLOYEE NAME<<] | |
Home Address: | [>>INSERT STREET ADDRESS<<] | |
[>>INSERT CITY, STATE AND ZIP<<] | ||
The Participant is hereby granted an award of Restricted Stock Units (“RSUs”), subject to the terms and conditions of the Plan and this Award Agreement, as follows: | ||
Number of RSUs: | [>>INSERT NUMBER OF RSUs GRANTED<<] | |
Date of Grant: | [>>INSERT DATE OF GRANT<<] | |
Vesting Schedule: | See Section 12 of the attached Exhibit A. | |
Expiration Date: | The date on which settlement of all RSUs granted hereunder occurs, with earlier expiration upon the Termination Date or as otherwise permitted under the Plan. |
The undersigned Participant understands and agrees that: (a) unless otherwise provided in another written agreement between Participant and the Company or a Subsidiary, the undersigned’s relationship with the Company or a Subsidiary (whether as an employee, director, consultant, independent contractor or adviser) is for an unspecified duration, can be terminated at any time with or without cause (i.e., is “at-will”), and that nothing in this Award Agreement or the Plan changes the at-will nature of that relationship; (b) the vesting of the RSUs pursuant to this Award Agreement is earned only by my continuing service to the Company or a Subsidiary (whether as an employee, director, consultant, independent contractor or adviser) and satisfaction of any required performance objectives; and (c) this Award Agreement is subject to the terms and conditions of the attached Exhibit A and the Plan, both of which are incorporated herein by reference. The undersigned Participant has read both this Award Agreement and the Plan.
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EXHIBIT A
General Terms and Conditions
This Exhibit is made as of the Date of Grant and pertains to and is made a part of the Award Agreement between Company and Participant. All undefined capitalized terms herein shall have the meanings ascribed to such terms as set forth in the Award Agreement.
(a) In order to have any vesting of RSUs, [insert performance conditions to be satisfied];
(b) If the performance vesting in Section 12(a) is satisfied, then [insert additional required vesting].
No further vesting shall occur after the Participant’s Termination Date. Notwithstanding the foregoing vesting schedule or anything else to the contrary, the RSUs that are subject to this Award Agreement shall become immediately vested in full in the event of a Change of Control of the Company. In addition, if a Change of Control occurs and if Participant’s service as an employee or director is terminated without Cause prior to the date on which the Change of Control occurs, then a “Change of Control” shall be deemed to have occurred on the date immediately prior to the date of any such termination, so long as Participant can reasonably demonstrate that such termination: (i) was effected at the request of any person or entity that had taken steps reasonably calculated to effect a Change of Control, or (ii) otherwise arose in connection with or anticipation of a Change of Control. For purposes of this Award Agreement, the following terms shall have the following meanings:
“Change of Control” means and shall be deemed to exist if any of the following events occur:
(i) the occurrence of a change of “control” of the Company (as such quoted term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended from time to time (the “Act”)) or any change in the “ownership or effective control” or in the “ownership of a substantial portion of the assets” of the Company (as such quoted phrases are used in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)); or
(ii) any “person” (as such quoted term is used in Sections 3(a)(9), 13(d), and/or 14(d)(2) of the Act) other than the Company, any entity controlled by the Company, or any employee benefit plan (or trust) sponsored or maintained by the Company, becomes the “beneficial owner” (as such quoted term is used in Rule 13d-3 promulgated under the Act), directly or indirectly, of 30% or more of either: (A) the Company’s then-outstanding shares of voting common stock (“Outstanding Company Common Stock”), or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (“Outstanding Company Voting Securities”); or
(iii) the following persons (collectively, the “Incumbent Board”) cease for any reason to constitute a majority of the Board: (A) individuals who, as of the date hereof, constitute the Board, and (B) individuals who become members of the Board after the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Board, but excluding, for this purpose, any director designated by a person who has entered into an agreement with the Company to effect a transaction described in this definition of Change of Control or whose initial election or appointment to the Board occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 promulgated under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the directors then comprising the incumbent Board; or
(iv) the approval by the Company’s shareholders of any merger, consolidation, or other business combination involving the Company, other than a merger, consolidation, or other business combination with respect to which, immediately following such business combination: (A) all or substantially all of the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities outstanding immediately prior thereto, are the beneficial owners of at least 70% of, respectively, the shares of voting common stock of the surviving entity, and the combined voting power of the voting securities of the surviving entity entitled to vote generally in the election of directors, outstanding immediately after such business combination in substantially the same proportion as their ownership in the Company immediately prior to such business combination, (B) no “person” (as such quoted term is used in Sections 3(a)(9), 13(d), and/or 14(d)(2) of the Act) other than the Company, any entity controlled by the Company, or any employee benefit plan (or trust) sponsored or maintained by the Company or the surviving entity, is the “beneficial owner” (as such quoted term is used in Rule 13d-3 promulgated under the Act), directly or indirectly, of 30% or more of either the then-outstanding shares of voting common stock of the surviving entity or the combined voting power of the then-outstanding voting securities of the surviving entity entitled to vote generally in the election of directors, and (C) at least a majority of the members of the board of directors of the surviving entity were members of the Incumbent Board at the time of the execution of the initial agreement providing for such business combination; or
(v) the approval by the Company’s shareholders of any sale, exchange, or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company, other than to a corporation with respect to which, immediately following such disposition: (A) all or substantially all of the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities outstanding immediately prior thereto, are the beneficial owners of at least 70% of, respectively, the shares of voting common stock of such corporation, and the combined voting power of the voting securities of such corporation entitled to vote generally in the election of directors, outstanding immediately after such disposition in substantially the same proportion as their ownership in the Company immediately prior to such disposition, (B) no “person” (as such quoted
term is used in Sections 3(a)(9), 13(d), and/or 14(d)(2) of the Act) other than the Company, any entity controlled by the Company, or any employee benefit plan (or trust) sponsored or maintained by the Company or such corporation, is the “beneficial owner” (as such quoted term is used in Rule 13d-3 promulgated under the Act), directly or indirectly, of 30% or more of either the then-outstanding shares of voting common stock of such corporation or the combined voting power of the then-outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such disposition; or
(vi) the approval by the shareholders of Company of any plan or proposal for liquidation or dissolution of Company.
“Cause” means: (i) willfully engaging in gross misconduct that is materially and demonstrably injurious to the Company; (ii) willful act or acts of dishonesty undertaken by Participant and intended to result in substantial gain or personal enrichment to Participant at the expense of the Company; and/or (iii) willful and continued failure to substantially perform Participant’s duties with the Company (other than incapacity due to physical or mental illness), provided that the action or conduct described in clause (iii) above will constitute “Cause” only if such failure continues after the Board has provided Participant with a written demand for substantial performance setting forth in detail the specific respects in which it believes Participant has willfully and not substantially performed his duties thereof and a reasonable opportunity (to be not less than 30 days) to cure the same. For the above purposes, a termination by the Company without Cause includes without limitation a termination of employment by Participant within 60 days after any of the following events: (A) the assignment of any duties to Participant which are materially inconsistent with, or reflecting a materially adverse change in, Participant’s position, duties, responsibilities or status, or the removal of Participant from any of such positions; or (B) the mandatory relocation of Participant’s principal place of business in excess of 35 miles from the Company’s current executive offices located in Redmond, Washington.