FORM OF FINJAN HOLDINGS, INC. 2014 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT

1. Grant.  The Committee hereby grants to the Grantee on the Grant Date [INSERT NUMBER HERE] RSUs (subject to adjustment as provided in Section 4.2 of the Plan).

2. Vesting of the RSUs.  The aggregate RSU award will cease to have any Restrictions and shall become non-forfeitable and payable to the Grantee as follows:  [[INSERT VESTING TERMS, E.G.,:][One-third (1/3) of the RSUs will cease to have Restrictions and shall become non-forfeitable and payable to the Grantee on the first anniversary of the Grant Date and an additional one-twelfth (1/12) of the RSUs will cease to have Restrictions and shall become non-forfeitable and payable to the Grantee on each of the eight quarterly anniversaries of the Grant Date following the first anniversary of the Grant Date (each such date, a “Vesting Date”).]]

Notwithstanding the foregoing provisions of this Section 2, and except as otherwise determined by the Committee, as provided in the Plan or as provided herein, any portion of the RSUs that is not vested at the time of the Grantee’s Termination of Service with the Company and its Subsidiaries will be immediately cancelled and forfeited to the Company[, provided, however, in the event the Grantee’s Termination of Service is because of the Grantee’s death or Disability or is without Cause, the greater of: (a) an additional one-twelfth (1/12) of the RSUs will cease to have Restrictions and shall become non-forfeitable and payable to the Grantee on the date of such Termination of Service or (b) any RSUs that would have vested in the three-month period following such Termination of Service will cease to have Restrictions and shall become non-forfeitable and payable to the Grantee on the date of such Termination of Service].

3. Payment upon Vesting of RSUs.  Subject to the terms of this Agreement, following the vesting of RSUs hereunder, the Company, in its sole discretion, shall issue to the Grantee (or, in the event of the Grantee’s death, to his or her Beneficiary) either (i) the number of Shares of a Fair Market Value equal to the value of to the number of vested RSUs (with one RSU having a value equal to the Fair Market Value of one Share) or (ii) a cash payment which is equal to the value of clause (i).  Such issuance shall be made to the Grantee either in the form of Shares or cash as soon as administratively practicable, but in no event later than two and one-half months following the end of the calendar year in which the RSUs vest pursuant to Section 2 above.

 

4. Limitation Upon Transfer.  At any time prior to vesting in accordance with Section 2, the RSUs, or any interest therein, shall not (a) be transferred by the Grantee, other than by will, by the laws of descent and distribution, or to a Permitted Transferee; (b) be otherwise assigned, pledged or hypothecated in any way; and (c) be subject to execution, attachment or similar process.  Any attempt to transfer the RSUs, or any interest therein, other than as permitted in the preceding sentence shall be void and unenforceable against the Company or any Subsidiary; provided, however, that the Grantee may designate a Beneficiary to receive benefits in the event of Grantee’s death.

5. Change in Control.  Upon a Change in Control, the Grantee will have such rights with respect to the RSUs as are provided in the Plan.

6. Effect of Amendment of Plan.  No discontinuation, modification, or amendment of the Plan may, without the written consent of the Grantee, adversely affect the rights of the Grantee under this Agreement, except as otherwise provided under the Plan.  This Agreement may be amended as provided for under the Plan, but no such amendment shall adversely affect the Grantee’s rights under the Agreement without the Grantee’s written consent, unless otherwise permitted by the Plan.

 

7. No Limitation on Rights of the Company.  The grant of RSUs shall not in any way affect the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets

 

8. Rights as a Stockholder.  The Grantee will have the rights of a stockholder with respect to the Shares subject to this RSU only upon becoming the holder of record of such Shares.   Except as required by applicable law, the Company (or any of its affiliates) shall not have any duty or obligation to disclose affirmatively to a record or beneficial holder of Shares, and such holder shall have no right to be advised of, any material information regarding the Company at any time prior to, upon or in connection with the receipt of Shares.

10. Agreement Not a Contract of Employment or Other Relationship.  This Agreement is not a contract of employment, and the terms of employment of the Grantee or other relationship of the Grantee with the Company or its Subsidiaries shall not be affected in any way by this Agreement except as specifically provided herein.  The execution of this Agreement shall not be construed as conferring any legal rights upon the Grantee for a continuation of an employment or other relationship with the Company or any of its Subsidiaries, nor shall it interfere with the right of the Company or its Subsidiaries to discharge the Grantee and to treat him or her without regard to the effect which such treatment might have upon him or her as a Grantee.

 

12. Successors and Assigns.  Except as otherwise expressly set forth in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the succeeding administrators, heirs and legal representatives of the Grantee and the successors and assigns of the Company.

 

13. Notices.  Any communication or notice required or permitted to be given hereunder shall be in writing, and, if to the Company, to its principal place of business, attention: Secretary, and, if to the Grantee, to the address appearing on the records of the Company.  Such communication or notice shall be delivered personally or sent by certified, registered, or express mail, postage prepaid, return receipt requested, or by a reputable overnight delivery service. Any such notice shall be deemed given when received by the intended recipient.  Notwithstanding the foregoing, any notice required or permitted hereunder from the Company to the Grantee may be made by electronic means, including by electronic mail to the Company-maintained electronic mailbox of the Grantee, and the Grantee hereby consents to receive such notice by electronic delivery.  To the extent permitted in an electronically delivered notice described in the previous sentence, the Grantee shall be permitted to respond to such notice or communication by way of a responsive electronic communication, including by electronic mail.

14. Governing Law.  The validity, construction and effect of this Agreement and any rules and regulations relating to this Agreement shall be determined in accordance with the laws of the State of Delaware, other than its law respecting choice of laws, and applicable federal law. Venue shall be in, and subject to the jurisdiction of, the courts of the State of Delaware or a Federal Court located in the State of Delaware (as may be appropriate), notwithstanding the present or future domiciles of the Company or the Grantee).

 

15. Receipt of Plan and Interpretation.  The Grantee acknowledges receipt of a copy of the Plan, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the RSUs subject to all the terms and provisions of this Agreement and of the Plan.  The RSUs are granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and the RSUs shall in all respects be interpreted in accordance with the Plan.  The Committee shall interpret and construe the Plan and this Agreement, and its interpretation and determination shall be conclusive and binding upon the parties hereto and any other person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder.

 

16. Condition to Return Signed Agreement.  This Agreement shall be null and void unless the Grantee indicates his or her acceptance of the RSUs and the terms of this Agreement by signing, dating and returning this Agreement to the Company within five (5) business days of receiving this Agreement.

17. Construction.  Notwithstanding any other provision of this Agreement, this Agreement is made and the Award is granted pursuant to the Plan and is in all respects limited by and subject to the express provisions of the Plan, as amended from time to time.  To the extent any provision of this Agreement is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern.  The interpretation and construction by the Committee of the Plan, this Agreement and any such rules and regulations adopted by the Committee for purposes of administering the Plan, shall be final and binding upon the Grantee and all other persons.

18. Entire Agreement.  This Agreement, together with the Plan, constitutes the entire obligation of the parties hereto with respect to the subject matter hereof and shall supersede any prior expressions of intent or understanding with respect to this transaction.

 
 

19. Waiver; Cumulative Rights.  The failure or delay of either party to require performance by the other party of any provision hereof shall not affect its right to require performance of such provision unless and until such performance has been waived in writing.  Each and every right hereunder is cumulative and may be exercised in part or in whole from time to time.

 

20. Counterparts.  This Agreement may be signed in counterparts, each of which shall be an original, but both of which shall constitute but one and the same instrument. All signatures hereto may be transmitted by facsimile or .pdf file, and such facsimile or .pdf file will, for all purposes, be deemed to be the original signature of the party whose signature it reproduces, and will be binding upon such party.

 

 

21. Headings.  The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

 

22. Severability.  If any provision of this Agreement shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision were omitted.

 

23. Other Terms and Conditions.  The foregoing does not modify or amend any terms of the Plan.  To the extent any provisions of this Agreement are inconsistent or in conflict with any terms or provisions of the Plan, the Plan shall govern.