WESTELL TECHNOLOGIES, INC. FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT

EX-10.29 5 wstl-ex1029_2015331.htm EXHIBIT 10.29 WSTL-EX10.29_2015.3.31

Exhibit 10.29

WESTELL TECHNOLOGIES, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT is granted by

WESTELL TECHNOLOGIES, INC. (the “Company”) to John Thomas Gruenwald (the

“Participant”) this 10^th day of February 2015 (the “Grant Date”) pursuant to the Company’s

2004 Stock Incentive Plan (the “Plan”). The applicable terms of the Plan are incorporated

herein by reference, including the definitions of terms contained therein.

WHEREAS, the Company believes it to be in the best interests of the Company

and its stockholders for its officers and other Participants to have an incentive tied to the price of

the Company's Class A Common Stock (the "Common Stock") in order that they will have a

greater incentive to work for and manage the Company’s affairs in such a way that its shares

may become more valuable; and

WHEREAS, the Company has determined to grant the Participant restricted stock

units which assuming certain conditions and other requirements specified below are satisfied

convert into shares of Common Stock pursuant to the terms of the Plan and this Agreement;

NOW, THEREFORE, in consideration of the premises and of the services to be

performed by the Participant and other conditions required hereunder, the Company and the

Participant intending to be legally bound hereby agree as follows:

1.Restricted Stock Units Award. The Company hereby grants to the Participant

250,000 “Restricted Stock Units”. The Restricted Stock Units granted under this Agreement are

units that will be reflected in a book account maintained by the Company until the shares of

Common Stock have been issued pursuant to Section 3 or have been forfeited. This Award is

subject to the terms and conditions of this Agreement and the Plan.

2.Vesting of Award.

(a)Vesting Schedule. The Restricted Stock Units will vest according to the

following schedule, with respect to each installment shown in the

schedule, on and after the vesting date applicable to such installment:



Installment	Vesting Date Applicable to Installment
25% of the Award	First anniversary of grant
Next 25% of the Award	Second anniversary of grant
Next 25% of the Award	Third anniversary of grant
Final 25% of the Award	Fourth anniversary of grant


(b)	Vesting Conditions and Provisions Applicable to Award. The period of

time during which the Restricted Stock Units are forfeitable is referred to

as the “Restricted Period”. Except as provided in Section 5 if the

Participant's employment with the Company or one of its subsidiaries

terminates during the Restricted Period for any reason, then the unvested

Restricted Stock Units shall be forfeited to the Company on the date of

such termination, without any further obligation of the Company to the

Participant and all of the Participant's rights with respect to unvested

Restricted Stock Units shall terminate.

3.Conversion of the Restricted Stock Units to Common Stock. Immediately

following the vesting of Restricted Stock Units under Section 2, the Company shall issue to the

Participant a certificate representing one share of Common Stock for each Restricted Stock Unit

becoming vested. The Company shall not be required to issue fractional shares of Common

Stock upon the settlement of the Restricted Stock Units.

4.Rights During the Restricted Period. Prior to vesting as described in Section 2,

the Participant will not receive any certificates with respect to the Restricted Stock Units and will

not have any right to vote the Restricted Stock Units. The Participant will not be deemed a

stockholder of the Company with respect to any of the Restricted Stock Units. The Restricted

Stock Units may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed

of prior to vesting. After Restricted Stock Units are converted to shares of Common Stock, the

Participant shall receive a cash payment or payments from the Company equal to any cash

dividends paid with respect to the number of shares of Restricted Stock relating to Restricted

Stock Units that are earned hereunder during the period beginning with the date of Award

through the date the shares of Common Stock become issued and outstanding.

5.Change in Control.


(a)	Notwithstanding the provisions of Section 2, in the event of a Triggering

Event or a termination of Participant's employment by the Company or

one of its subsidiaries without Cause no more than three months prior to

and in anticipation of a Change in Control, the Participant will become

immediately vested in all Restricted Stock Units. Additionally, in

accordance with the Offer Letter dated February 10, 2015 (the "Offer

Letter"), the Participant will become immediately vested in all Restricted

Stock Units upon termination without Cause (as defined in the Offer

Letter) or following a termination by the Company within six (6) months

of a Change in Control (as defined below) in the year in which the event

triggering vesting occurs.


(b)	For purposes of this Agreement, "Change in Control", "Triggering Event"

and "Cause" have the following meaning:


(i)	A *“Change in Control”* of the Company shall be deemed to have

occurred as of the first day that any one or more of the following

conditions shall have been satisfied:


(A)	the consummation of the purchase by any person, entity or

group of persons, within the meaning of Section 13(d) or

14(d) of the Securities Exchange Act of 1934, as amended,

except the Voting Trust (together with its affiliates) formed

pursuant to the Voting Trust Agreement dated February 23,

1994, as amended, among Robert C. Penny III and Melvin

J. Simon, as co-trustees, and certain members of the Penny

family and the Simon family, of ownership of shares

representing more than 50% of the combined voting power

of the Company’s voting securities entitled to vote

generally (determined after giving effect to the purchase);


(B)	a reorganization, merger or consolidation of the Company,

in each case, with respect to which persons who were

shareholders of the Company immediately prior to such

reorganization, merger or consolidation do not,

immediately thereafter, own 50% or more of the combined

voting power entitled to vote generally of the Company or

the surviving or resulting entity (as the case may be);


(C)	a sale of all or substantially all of the Company’s assets,

except that a Change in Control shall not exist under this

clause (C) if the Company or persons who were

shareholders of the Company immediately prior to such

sale continue to collectively own 50% or more of the

combined voting power entitled to vote generally of the

acquirer.


(ii)	A "*Triggering Event"* shall be deemed to have occurred as of the

first day that any one or more of the following conditions shall

have been satisfied:


(A)	the Participant resigns from and terminates his employment

with the Company for Good Reason following a Change in

Control by notifying the Company or its successor within

ninety (90) days after the initial occurrence of the event

constituting Good Reason specifying in reasonable detail

the basis for the Good Reason.


(B)	the Company or its successor terminates the Participant’s

employment with the Company without Cause within two

years of the date on which a Change in Control occurred.


(iii)	*"Good Reason"* means that concurrent with or within twelve

months following a Change in Control, the Participant's base salary

is reduced or the Participant’s total compensation and benefits

package is materially reduced without the Participant's written

approval, or the Participant's primary duties and responsibilities

prior to the Change in Control are materially reduced or modified

in such a way as to be qualitatively beneath the duties and

responsibilities befitting of a person holding a similar position with

a company of comparable size in the Company’s business in the

United States, without the Participant's written approval (other than

may arise as a result of the Company ceasing to be a reporting

company under the Exchange Act or ceasing to be listed on

NASDAQ), or the Participant is required, without his consent, to

relocate his principal office to a location, or commence principally

working out of another office located, more than 30 miles from the

Company’s office which represented the Participant’s principal

work location.


(iv)	*“Cause”* means (A) the failure by the Participant to comply with a

particular directive or request from the Board of the Company

regarding a matter material to the Company, and the failure

thereafter by the Participant to reasonably address and remedy

such noncompliance within thirty (30) days (or such shorter period

as shall be reasonable or necessary under the circumstances)

following the Participant’s receipt of written notice from the Board

confirming the Participant’s noncompliance; (B) the taking of an

action by the Participant regarding a matter material to the

Company, which action the Participant knew at the time the action

was taken to be specifically contrary to a particular directive or

request from the Board, (C) the failure by the Participant to comply

with the written policies of the Company regarding a matter

material to the Company, including expenditure authority, and the

failure thereafter by the Participant to reasonably address and

remedy such noncompliance within thirty (30) days (or such

shorter period as shall be reasonable or necessary under the

circumstances) following the Participant’s receipt of written notice

from the Board confirming the Participant’s noncompliance, but

such opportunity to cure shall not apply if the failure is not curable;

(D) the Participant’s engaging in willful, reckless or grossly

negligent conduct or misconduct which, in the good faith

determination of the Company’s Board, is materially injurious to

the Company monetarily or otherwise; (E) the aiding or abetting a

competitor or other breach by the Participant of his fiduciary duties

to the Company; (F) a material breach by the Participant of his

obligations of confidentiality or nondisclosure or (if applicable)

any breach of the Participant’s obligations of noncompetition or

nonsolicitation under any agreement between the Participant and

the Company; (G) the use or knowing possession by the Participant

of illegal drugs on the premises of the Company; or (H) the

Participant is convicted of, or pleads guilty or no contest to, a

felony or a crime involving moral turpitude.


(c)	Solely for purposes of the definitions of “Triggering Event”, “Good

Reason” and "Cause" under this Section 5 (and not for purposes of the

definition of "Change in Control" hereunder), the Company shall be

deemed to include any of Westell Technologies, Inc.'s direct and indirect

subsidiary companies and the term Board shall be deemed to include the

Board of Directors of any such subsidiary.

6.Interpretation by Committee. The Participant agrees that any dispute or

disagreement that may arise in connection with this Agreement shall be resolved by the

Committee, in its sole discretion, and that any interpretation by the Committee of the terms of

this Agreement, the Award or the Plan and any determination made by the Committee under this

Agreement or such plan may be made in the sole discretion of the Committee.

7.Miscellaneous.


(a)	This Agreement shall be governed and construed in accordance with the

laws of the State of Delaware applicable to contracts made and to be

performed therein between residents thereof.


(b)	This Agreement may not be amended or modified except by the written

consent of the parties hereto.


(c)	The captions of this Agreement are inserted for convenience of reference

only and shall not be taken into account in construing this Agreement.


(d)	This Agreement shall be binding upon and inure to the benefit of the

Company and its successors and assigns and shall be binding upon and

inure to the benefit of the Participant, the Beneficiary and the personal

representative(s) and heirs of the Participant, except that the Participant

may not transfer any interest in any Restricted Stock Units prior to the

release of the restrictions imposed by Sections 2, 4 and 5. Additionally,

pursuant to the terms of the Offer Letter no Restricted Stock Units or

Common Stock shares converted from Restricted Stock Units may be sold,

except to cover taxes upon conversion, for the first three years of

employment.

IN WITNESS WHEREOF, the parties hereto have, personally or by a duly authorized

representative, executed this Agreement as of the Grant Date first above written.

Westell Technologies, Inc.

By: /s/ Thomas P. Minichiello

Name (printed): Thomas P. Minichiello

Title: Chief Financial Officer

/s/ John Thomas Gruenwald

_______________________________________

John Thomas Gruenwald