RESTRICTED STOCK AWARD AGREEMENT
Exhibit 10.25
From Agreement
BMC Software, Inc., a Delaware corporation (the “Company”), hereby grants to the Recipient this
Restricted Stock Award (this “Award”) effective as of the Grant Date pursuant to the terms of this
Restricted Stock Award Agreement (this “Agreement”). The Award and this Agreement are subject to
all of the terms and conditions of this Restricted Stock Award and the BMC Software, Inc. 2007
Incentive Plan (the “Plan”), a copy of which is attached hereto. Unless otherwise specified,
capitalized terms used in this Agreement shall have the meanings specified in the Plan. The terms
and conditions of the Plan are incorporated herein by this reference and govern except to the
extent that this Agreement provides otherwise.
RECIPIENT NAME:
GRANT DATE:
GRANT DATE:
RESTRICTED SHARES: 000
_____
SHARES OF THE COMPANY’S COMMON STOCK SUBJECT TO THE VESTING
REQUIREMENTS SET FORTH IN THIS AGREEMENT (“RESTRICTED SHARES”). THE VESTING TERMS ARE
SET FORTH IN THE TERMS AND CONDITIONS ATTACHED HERETO AS ANNEX A AND SUCH ANNEX IS
INCORPORATED HEREIN BY THIS REFERENCE.
By accepting this Restricted Stock Award and any shares of common stock of the Company (“Common
Stock”) issued pursuant to this Restricted Stock Award, Recipient agrees to the terms and
conditions set forth herein (the “Terms and Conditions”) and acknowledges receipt of a copy of the
Plan. Recipient represents that Recipient has read and understands the terms of the Plan and this
Restricted Stock Award, and accepts this Restricted Stock Award subject to all such terms and
conditions, including any further amendments to the Plan. Recipient also acknowledges that he or
she should consult a tax advisor regarding the tax aspects of this Award. Recipient is further
hereby advised that he or she may not rely on the Company for any opinion or advice as to the
personal tax implications of this Award. IF RECIPIENT DOES NOT ACCEPT THIS AWARD, HE OR SHE MUST
NOTIFY HUMAN RESOURCES, ATTENTION XXXXXXX XXXXX, IN WRITING WITHIN 30 DAYS OF THE GRANT DATE.
EMPLOYEE:
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BMC Software, Inc.: | |
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Xxxxxxx Xxxxxxx | ||
Senior Vice President, Administration |
TERMS AND CONDITIONS
(a) | “Change of Control Termination” shall mean a termination of
Recipient’s employment with the Company within the 12-month period beginning on
the date upon which a Change of Control occurs, which termination of employment
is by the Company without Cause or by Recipient within 60 days of an event that
constitutes Good Reason. |
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(b) | “Change of Control Agreement” shall mean the Change of Control
Agreement, if any, between the Company and Recipient. |
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(c) | “Employment Agreement” shall mean the Employment Agreement, if any,
between the Company and Recipient, as the same may be amended from time to time. |
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(d) | “Forfeiture Restrictions” shall mean the restrictions to which the
Restricted Shares are subject as described in Section 3(a) hereof. |
(a) Forfeiture Restrictions. The Restricted Shares shall not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the
extent then subject to the Forfeiture Restrictions, and except as provided in (b) below, in
the event Recipient’s employment with the Company shall terminate for any reason, Recipient
shall, for no consideration, forfeit to the Company all Restricted Shares to the extent then
subject to the Forfeiture Restrictions. The Forfeiture Restrictions shall be binding upon
and enforceable against any transferee of the Restricted Shares.
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(b) Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse
as to the Restricted Shares in accordance with the following schedule provided that Recipient
has been continuously employed by the Company from the Grant Date through the lapse date:
Percentage of Total Number | ||||
of Restricted Shares as to Which | ||||
Lapse Date | Forfeiture Restrictions Lapse | |||
___________ |
50 | % | ||
___________ |
100 | % |
Additionally, in the event that Recipient’s employment with the Company terminates by
reason of death or Disability, the Forfeiture Restrictions shall lapse as to all of the
Restricted Shares then subject to the Forfeiture Restrictions on the date of such
termination.
Further, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then
subject to the Forfeiture Restrictions on the date Recipient incurs a Change of Control
Termination.
(c) Book Entry and Certificates. The Company shall instruct its transfer agent
to record an entry in the Company’s shareholder records for the Restricted Shares in the
Recipient’s name, pursuant to which Recipient shall have all
of the rights of a shareholder of the Company with respect to the Restricted Shares,
including, without limitation, voting rights and the right to receive dividends (provided,
however, that dividends paid in shares of the Company’s stock (“Stock Dividends”) shall be
subject to the Forfeiture Restrictions). Recipient may not sell, transfer, pledge, exchange,
hypothecate or otherwise dispose of the Restricted Shares unless and until the Forfeiture
Restrictions have lapsed and a breach of the terms of this Agreement shall cause a
forfeiture of the Restricted Shares. As soon as practicable following the lapse of the
Forfeiture Restrictions as to any portion of the Restricted Shares and any Stock Dividends
thereon, the Company shall cause the restrictions to be lifted as to such shares and deposit
such shares via electronic share transfer (DWAC) in an account in the name of Recipient at a
broker of the Company’s choosing and shall notify Recipient of such action.
(d) Corporate Acts. The existence of the Restricted Shares shall not affect in
any way the right or power of the Board or the shareholders of the Company to make or
authorize any adjustment, recapitalization, reorganization or other change in the Company’s
capital structure or its business, any merger or consolidation of the Company, any issue of
debt or equity securities, the dissolution or liquidation of the Company or any sale, lease,
exchange or other disposition of all or any part of its assets or business or any other
corporate act or proceeding. The prohibitions of Section 3(a) hereof shall not apply to the
transfer of Restricted Shares pursuant to a plan of reorganization of the Company, but any
stock, securities or other property received in exchange therefor shall also become subject
to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture
Restrictions applicable to the original Restricted Shares for all purposes of this Agreement
and any certificates representing such stock, securities or other property shall be legended
to show such restrictions.
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11. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF TEXAS, UNITED STATES OF AMERICA, APPLICABLE TO CONTRACTS MADE AND TO
BE PERFORMED IN SUCH STATE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS.
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