EXHIBIT 99.8
PLANETOUT INC.
2004 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement (the "Agreement"), dated as of the
_____ day of __________________, _____ (the "Date of Grant"), is entered into by
and between PlanetOut Inc. (the "Company") and ______________ (the
"Participant").
RECITALS
WHEREAS, pursuant to the PlanetOut Inc. 2004 Equity Incentive Plan (the
"Plan"), the Company has determined to make a Restricted Stock Award to the
Participant, on the terms and conditions set forth herein (and subject to the
terms and provisions of the Plan).
THEREFORE, the parties hereto agree as follows:
In consideration of the above Recitals and the following mutual covenants,
and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Participant agree that the
Participant is hereby granted a Restricted Stock Award on the date hereof and
subject to the following terms and conditions:
A. DEFINITIONS.
Capitalized terms not otherwise defined in this Agreement shall have the
same meaning as set forth in the Plan.
B. THE STOCK.
The Participant is hereby granted __________________________________
(_______) shares of the Company's Common Stock, par value $0.001 per share (the
"Stock"), pursuant to the terms and conditions of this Agreement (the
"Restricted Stock").
C. TERMS AND CONDITIONS OF THE STOCK GRANT.
1. Restrictions and Restricted Period.
a. Restrictions. Shares of Restricted Stock granted hereunder
may not be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of and shall be subject to a risk of forfeiture as described in
Paragraph 4 below until the lapse of the Restricted Period (as defined below).
1.
b. Restricted Period. The restrictions set forth above shall
lapse and the Restricted Stock shall become fully and freely transferable
(provided, that such transfer is otherwise in accordance with federal and state
securities laws) and non-forfeitable as to [VESTING SCHEDULE] (the "Restricted
Period").
2. Rights of a Stockholder. From and after the Date of Grant and for
so long as the Restricted Stock is held by or for the benefit of the
Participant, the Participant shall have all the rights of a stockholder of the
Company with respect to the Restricted Stock, including, but not limited to, the
right to receive dividends and the right to vote such shares.
3. Dividends. Dividends paid on Restricted Stock shall be paid at
the dividend payment date, or be deferred for payment to such date as determined
by the Board, in cash or shares of unrestricted Stock having a fair market value
equal to the amount of such dividends as determined by the Board. Stock
distributed in connection with a Stock split or Stock dividend, and other
property distributed as a dividend, shall be subject to restrictions and a risk
of forfeiture to the same extent as the Restricted Stock with respect to which
such Stock or other property has been distributed.
4. Cessation of Continuous Service Employment. If the Participant's
Continuous Service terminates for any reason, then the Restricted Stock,
together with any accrued but unpaid dividends that are at that time subject to
restrictions set forth herein, shall be forfeited to the Company without payment
of any consideration by the Company, and neither the Participant nor any of his
successors, heirs, assigns, or personal representatives shall thereafter have
any further rights or interests in such shares of Restricted Stock.
5. Certificates. Restricted Stock granted herein may be evidenced in
such manner as the Board shall determine. If certificates representing
Restricted Stock are registered in the name of the Participant, then such
certificates shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted Stock, and the
Company shall retain physical possession of the certificates.
6. Notices. Any notice required or permitted under this Agreement
shall be deemed given when delivered personally, or five (5) days after deposit
in the United States mail, postage prepaid, addressed, as appropriate, to the
Participant either at his address herein below set forth or such other address
as he may designate in writing to the Company, or to the Company at 0000 Xxxxxxx
Xxxxxx, Xxx Xxxxxxxxx, XX 00000 or such other address as the Company may
designate in writing to the Participant.
7. Failure to Enforce Not a Waiver. The failure of the Company or
the Participant 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.
2.
8. Governing Law. This Agreement shall be governed by and construed
according to the laws of the State of Delaware, without regard to such State's
conflict of laws rules.
9. Amendments. This Agreement may be amended or modified at any time
by an instrument in writing signed by the Participant and the Company.
10. Award Not a Service Contract. This Agreement, and the Restricted
Stock Award it evidences, is not an employment or service contract, and nothing
herein shall be deemed to create in any way whatsoever any obligation on the
part of the Participant to continue in the employ or service of the Company or
an Affiliate, or of the Company or an Affiliate to continue such employment or
service.
11. Section 83(b) Election. The Participant hereby acknowledges that
he has been informed that, with respect to the Restricted Stock Award, an
election may be filed by the him with the Internal Revenue Service, within 30
days following the Date of Grant, electing pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended (the "Code"), to be taxed currently on
the fair market value of the Restricted Stock on the Date of Grant.
THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT'S SOLE
RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION
83(b) OF THE CODE.
12. Termination of this Agreement. Upon termination of this
Agreement, all rights of the Participant hereunder shall cease.
13. Governing Plan Document. The Restricted Stock Award is subject
to all of the provisions of the Plan, the provisions of which are hereby made
part of the restricted Stock Award, and is further subject to all
interpretations, amendments, rules and regulations that may from time to time be
promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of the Restricted Stock Award and those of the Plan, the
provisions of the Plan shall control. The Participant hereby acknowledges
receipt of the Plan, a copy of which is attached to this Agreement
3.
IN WITNESS WHEREOF, the Company and the Participant have executed this
Agreement as of the Date of Grant.
PLANETOUT INC.
By: ___________________________________
The undersigned hereby accepts and agrees to all the terms and provisions of the
foregoing Agreement.
By: ___________________________________
Name: _________________________________
Number of Shares: _____________________
Address: ______________________________
_______________________________________
_______________________________________
Attachment: PlanetOut Inc. 2004 Equity Incentive Plan
4.
