Governing Law Clause Example with 15 Variations from Business Contracts
This page contains Governing Law clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Governing Law. This Agreement will be governed by the laws of Texas, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Restricted Stock Unit or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas, and agree that such litigation will be conducted in the courts of Travis County, Texas, or the federal courts for the United States for the Western District of Texas, and no other courts, where ...this Restricted Stock Unit is made and/or to be performed. -7- EX-10.9 13 d710680dex109.htm EX-10.9 EX-10.9 Exhibit 10.9 UPLAND SOFTWARE, INC. 2014 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Unless otherwise defined herein, the terms defined in the Upland Software, Inc. 2014 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Agreement (the "Award Agreement"), which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A. NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Address: Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Number of Restricted Stock Units Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: [Insert Vesting Schedule] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. By Participant's signature and the signature of the representative of Upland Software, Inc. (the "Company") below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: UPLAND SOFTWARE, INC. Signature By Print Name Title Residence Address: -2- EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant. The Company hereby grants to the individual named in the Notice of Grant (the "Participant") under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail.View More
Variations of a "Governing Law" Clause from Business Contracts
Governing Law. This Award Agreement will be governed by the laws of Texas, the State of Delaware, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock Unit or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas, California, and agree that such litigation will be conducted in the courts of Travis Orange County, Texas, California, or the federal courts for the U...nited States for the Western Central District of Texas, California, and no other courts, where this Award of Restricted Stock Unit is made and/or to be performed. -7- EX-10.9 13 d710680dex109.htm EX-10.9 EX-10.9 -6- EX-10.3 4 d482739dex103.htm EX-10.3 EX-10.3 Exhibit 10.9 UPLAND SOFTWARE, 10.3 MINDSPEED TECHNOLOGIES, INC. 2014 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Upland Software, Mindspeed Technologies, Inc. 2014 2013 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Agreement (the "Award Agreement"), which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A. A (together, this "Award Agreement"). NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Address: Participant: Award: Participant has been granted the right to receive an Award of Restricted Stock Units, Stock, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Date: Total Number of Restricted Stock Units Shares: Vesting Schedule: Subject to any acceleration provisions contained accelerated vesting as set forth below or in the Plan or set forth below, Plan, the Restricted Stock Units will vest in accordance with the following schedule: [Insert Vesting Schedule] In Description] Notwithstanding the event foregoing, if Participant ceases to be a Service Provider for any due to his or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. By Participant's signature and the signature her death or Disability, one hundred percent (100%) of the representative of Upland Software, Inc. (the "Company") below, Participant and the Company agree that this Award Shares of Restricted Stock Units will fully vest on the date Participant ceases to be a Service Provider due to his or her death or Disability. Acceptance: By accepting this Award Agreement and not notifying the Company that Participant is declining the Award, Participant acknowledges and agrees that the Award is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby further agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: UPLAND SOFTWARE, INC. Signature By Print Name Title Residence Address: -2- EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant. Grant of Restricted Stock. The Company hereby grants to the individual Participant named in the Notice of Grant (the "Participant") under the Plan for past services and as a separate incentive in connection with his or her services and not in lieu of any salary or other compensation for his or her services, an Award of Shares of Restricted Stock Units, Stock, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) 21(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. View More
Governing Law. This Award Agreement will be governed by the laws of Texas, the State of Nevada, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Restricted Stock Unit or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas, and agree that such litigation will be conducted in the courts of Travis County, Texas, or the federal courts for the United States for the Western District of Texas, ...and no other courts, where this Restricted Stock Unit is made and/or to be performed. -7- EX-10.9 13 d710680dex109.htm EX-10.9 EX-10.9 Exhibit 10.9 UPLAND SOFTWARE, INC. 2014 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Unless otherwise defined herein, the terms defined in the Upland Software, Inc. 2014 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Agreement (the "Award Agreement"), which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A. NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Address: Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and or this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Number of Restricted Stock Units Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: [Insert Vesting Schedule] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. Agreement. By Participant's your signature and the signature of the Company's representative of Upland Software, Inc. (the "Company") below, Participant you and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Agreement. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. 5 PARTICIPANT: UPLAND SOFTWARE, INC. SMARTMETRIC, INC.: Signature By Print Name Title Residence 6 EX-4.06 4 s108132_ex4-06.htm EXHIBIT 4.06 Exhibit 4.06 SMARTMETRIC, INC. 2017 EQUITY COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the SmartMetric, Inc. 2017 Equity Compensation Plan (the "Plan") will have the same defined meanings in this Restricted Stock Award Agreement (the "Award Agreement"). I. NOTICE OF RESTRICTED STOCK GRANT Participant Name: Address: -2- EXHIBIT A You have been granted the right to receive an Award of Restricted Stock, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Total Number of Shares Granted Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock will vest and the Company's right to reacquire the Restricted Stock will lapse in accordance with the following schedule: [Insert Vesting Schedule] II. TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant. Grant of Restricted Stock. The Company hereby grants to the individual named in the Notice of Grant in Part I of this Award Agreement (the "Participant") under the Plan for past services and as a separate incentive in connection with his or her services and not in lieu of any salary or other compensation for his or her services, an Award of Shares of Restricted Stock Units, Stock, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. View More
Governing Law. This Agreement will The Plan and all Awards hereunder shall be construed in accordance with and governed by the laws of Texas, the State of California, but without giving effect regard to the its conflict of law principles thereof. For purposes of litigating any dispute that arises under this Restricted Stock Unit or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas, and agree that such litigation will be conducted in the courts of Travis County, ...Texas, or the federal courts for the United States for the Western District of Texas, and no other courts, where this Restricted Stock Unit is made and/or to be performed. -7- EX-10.9 13 d710680dex109.htm EX-10.9 EX-10.9 Exhibit 10.9 UPLAND SOFTWARE, provisions. -17- OOMA, INC. 2014 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Upland Software, Ooma, Inc. 2014 2015 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Award Agreement (the "Award Agreement"), which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A. Agreement"). NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Address: Participant has You have been granted the right to receive an Award of Restricted Stock Units, Stock, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Total Number of Restricted Stock Units Shares Granted Vesting Schedule: Subject to any acceleration provisions contained in Section 3 of the Plan or set forth below, Award Agreement, the Restricted Stock Units will vest and the Company's right to reacquire the Restricted Stock will lapse in accordance with the following schedule: [Insert Vesting Schedule] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. [INSERT VESTING SCHEDULE] By Participant's signature and the signature of the representative of Upland Software, Ooma, Inc. (the "Company") below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, Grant (including any country-specific addendum thereto), attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: UPLAND SOFTWARE, OOMA, INC. Signature By Print Name Title Residence Address: -2- EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant. Grant of Restricted Stock. The Company hereby grants to the individual named in the Notice of Grant attached as Part I of this Award Agreement (the "Participant") under the Plan for past services and as a separate incentive in connection with his or her services and not in lieu of any salary or other compensation for his or her services, an Award of Shares of Restricted Stock Units, Stock, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) 18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. View More
Governing Law. This Agreement will be governed by the laws of Texas, without giving effect to internal substantive laws, but not the conflict choice of law principles thereof. rules, of New Jersey. For purposes of litigating any dispute that arises under this Award of Restricted Stock Unit or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas, New Jersey, and agree that such litigation will be conducted in the courts of Travis Camden County, Texas, New Jers...ey, or the federal courts for the United 7 States for the Western District of Texas, New Jersey, and no other courts, where this Restricted Stock Unit Award is made and/or to be performed. -7- 8 EX-10.9 13 d710680dex109.htm EX-10.9 a2226296zex-10_9.htm EX-10.9 Exhibit 10.9 UPLAND SOFTWARE, AMERIQUEST, INC. 2014 2015 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK GRANT Unless otherwise defined herein, the terms defined in the Upland Software, AmeriQuest, Inc. 2014 2015 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Agreement (the "Award Agreement"), which includes "Agreement"), including the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A. NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Address: Participant has been granted the right to receive an Award of Restricted Stock Units, Stock, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Total Number of Restricted Stock Units Shares Granted Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest and the Company's right to reacquire the Restricted Stock will lapse in accordance with the following schedule: [Insert [Twenty-five percent (25%) of the Shares of Restricted Stock will vest on the one (1) year anniversary of the Vesting Schedule] In Commencement Date, and twenty-five percent (25%) of the event Shares of Restricted Stock will vest each year thereafter on the same day as the Vesting Commencement Date, subject to Participant ceases continuing to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. through each such date.] 1 By Participant's signature and the signature of the representative of Upland Software, AmeriQuest, Inc. (the "Company") below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, exhibits hereto, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: UPLAND SOFTWARE, PARTICIPANT AMERIQUEST, INC. By Signature By Title Print Name Title Residence Address: -2- 2 EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant. Grant of Restricted Stock. The Company hereby grants to the individual Participant named in the Notice of Grant (the "Participant") under the Plan for past services and as a separate incentive in connection with his or her services and not in lieu of any salary or other compensation for his or her services, an Award of Shares of Restricted Stock Units, Stock, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) 18(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. View More
Governing Law. This Agreement will be governed by the laws of Texas, Virginia, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock Unit or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas, Virginia, and agree that such litigation will be conducted in the courts of Travis Fairfax County, Texas, Virginia, or the federal courts for the United States for the Western... Eastern District of Texas, Virginia, and no other courts, where this Award of Restricted Stock Unit is made and/or to be performed. -7- EX-10.9 13 d710680dex109.htm EX-10.9 EX-10.9 EX-10.14 9 d520989dex1014.htm EXHIBIT 10.14 Exhibit 10.9 UPLAND SOFTWARE, 10.14 Exhibit 10.14 CVENT, INC. 2014 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Unless otherwise defined herein, the terms defined in the Upland Software, Cvent, Inc. 2014 2013 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Agreement (the "Award Agreement"), which includes "Agreement"), including the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A. NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Address: Participant has been granted the right to receive an Award of Restricted Stock Units, Stock, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Total Number of Restricted Stock Units Shares Granted Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest and the Company's right to reacquire the Restricted Stock will lapse in accordance with the following schedule: [Insert Twenty-five percent (25%) of the Shares of Restricted Stock will vest on the one (1) year anniversary of the Vesting Schedule] In Commencement Date, and twenty-five percent (25%) of the event Shares of Restricted Stock will vest each year thereafter on the same day as the Vesting Commencement Date, subject to Participant ceases continuing to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. through each such date. -1- By Participant's signature and the signature of the representative of Upland Software, Cvent, Inc. (the "Company") below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, exhibits hereto, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: UPLAND SOFTWARE, PARTICIPANT CVENT, INC. Signature By Print Name Title Residence Address: -2- EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant. Grant of Restricted Stock. The Company hereby grants to the individual Participant named in the Notice of Grant (the "Participant") under the Plan for past services and as a separate incentive in connection with his or her services and not in lieu of any salary or other compensation for his or her services, an Award of Shares of Restricted Stock Units, Stock, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. View More
Governing Law. This Agreement will be governed by the laws of Texas, without giving effect to internal substantive laws, but not the conflict choice of law principles thereof. rules, of Texas. For purposes of litigating any dispute that arises under this Award of Restricted Stock Unit or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas, and agree that such litigation will be conducted in the courts of Travis County, Texas, New Jersey, or the federal court...s for the United States for the Western District of Texas, and no other courts, where this Restricted Stock Unit Award is made and/or to be performed. -7- EX-10.9 13 d710680dex109.htm EX-10.9 EX-10.9 EX-10.1 2 d33670dex101.htm EX-10.1 EX-10.1 Exhibit 10.9 UPLAND SOFTWARE, 10.1 HOMEAWAY, INC. 2014 2011 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Unless otherwise defined herein, the terms defined in the Upland Software, HomeAway, Inc. 2014 2011 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Agreement (the "Award Agreement"), which includes Agreement, including the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A. A (together, the "Agreement"). NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Address: Participant has been granted the right to receive an Award of Restricted Stock Units, Stock, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Total Number of Restricted Stock Units Shares Granted Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest and the Company's right to reacquire the Restricted Stock will lapse in accordance with the following schedule: [Insert Twenty-five percent (25%) of the Shares of Restricted Stock will vest on the one (1) year anniversary of the Vesting Schedule] In Commencement Date, and twenty-five percent (25%) of the event Shares of Restricted Stock will vest each year thereafter on the same day as the Vesting Commencement Date, subject to Participant ceases continuing to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. through each such date. -1- By Participant's signature and the signature of the representative of Upland Software, HomeAway, Inc. (the "Company") below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Agreement. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: UPLAND SOFTWARE, PARTICIPANT HOMEAWAY, INC. Signature By Print Name Title Residence Address: -2- EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant. Grant of Restricted Stock. The Company hereby grants to the individual Participant named in the Notice of Grant (the "Participant") under the Plan for past services and as a separate incentive in connection with his or her services and not in lieu of any salary or other compensation for his or her services, an Award of Shares of Restricted Stock Units, Stock, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) 20(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. View More
Governing Law. This Agreement will be governed by the laws of Texas, the State of California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock Unit or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas, California, and agree that such litigation will be conducted in the courts of Travis Santa Clara County, Texas, California, or the federal courts for the United... States for the Western Northern District of Texas, California, and no other courts, where this Award of Restricted Stock Unit is made and/or to be performed. -7- EX-10.9 13 d710680dex109.htm EX-10.9 EX-10.9 -10- EX-10.4 3 d347648dex104.htm EX-10.4 EX-10.4 Exhibit 10.9 UPLAND SOFTWARE, 10.4 INTEVAC, INC. 2014 2012 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Unless otherwise defined herein, the terms defined in the Upland Software, Intevac, Inc. 2014 2012 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Agreement (the "Award Agreement"), "Agreement"), which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A. NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Participant: Address: Participant has been granted the right to receive an Award of Restricted Stock Units, Stock, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Total Number of Restricted Stock Units Shares Granted Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest and the Company's right to reacquire the Restricted Stock will lapse in accordance with the following schedule: [Insert Vesting Schedule] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. [INSERT VESTING SCHEDULE] -1- By Participant's signature and the signature of the representative of Upland Software, Intevac, Inc. (the "Company") below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: UPLAND SOFTWARE, PARTICIPANT INTEVAC, INC. Signature By Print Name Title Residence Address: -2- EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant. Grant of Restricted Stock. The Company hereby grants to the individual Participant named in the Notice of Grant (the "Participant") under the Plan for past services and as a separate incentive in connection with his or her services and not in lieu of any salary or other compensation for his or her services, an Award of Shares of Restricted Stock Units, Stock, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) 20(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. View More
Governing Law. This Agreement will be governed by the laws of Texas, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that -7- arises under this Award of Restricted Stock Unit or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas, and agree that such litigation will be conducted in the courts of Travis County, Texas, or the federal courts for the United States for the Western District of Texas, and no other c...ourts, where this Award of Restricted Stock Unit is made and/or to be performed. -7- EX-10.9 13 d710680dex109.htm EX-10.9 EX-10.9 -8- EX-10.8 11 d710680dex108.htm EX-10.8 EX-10.8 Exhibit 10.9 10.8 UPLAND SOFTWARE, INC. 2014 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Unless otherwise defined herein, the terms defined in the Upland Software, Inc. 2014 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Agreement (the "Award Agreement"), which includes "Agreement"), including the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A. NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Address: Participant has been granted the right to receive an Award of Restricted Stock Units, Stock, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Total Number of Restricted Stock Units Shares Granted Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest and the Company's right to reacquire the Restricted Stock will lapse in accordance with the following schedule: [Insert Vesting Schedule] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. By Participant's signature and the signature of the representative of Upland Software, Inc. (the "Company") below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, exhibits hereto, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: PARTICIPANT UPLAND SOFTWARE, INC. Signature By Print Name Title Residence Address: -2- EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant. Grant of Restricted Stock. The Company hereby grants to the individual Participant named in the Notice of Grant (the "Participant") under the Plan for past services and as a separate incentive in connection with his or her services and not in lieu of any salary or other compensation for his or her services, an Award of Shares of Restricted Stock Units, Stock, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. View More
Governing Law. This Agreement will be governed by the laws of Texas, California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock Unit or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas, California, and agree that such litigation will be conducted in the courts of Travis San Luis Obispo County, Texas, California, or the federal courts for the United States f...or the Western Central District of Texas, California, and no other courts, where this Award of Restricted Stock Unit is made and/or to be performed. -7- EX-10.9 13 d710680dex109.htm EX-10.9 EX-10.9 Exhibit 10.9 UPLAND SOFTWARE, MINDBODY, INC. 2014 2015 EQUITY INCENTIVE PLAN GLOBAL RESTRICTED STOCK UNIT AGREEMENT Unless otherwise defined herein, the terms defined in the Upland Software, MINDBODY, Inc. 2014 2015 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Global Restricted Stock Unit Agreement (the "Award Agreement"), which includes Agreement, including the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and Grant"), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A. A, and the Country-Specific Terms and Conditions, attached hereto as Exhibit B (collectively this "Award Agreement"). NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Participant: Address: Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Number of Restricted Stock Units Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: [Insert Vesting Schedule] [Vesting Schedule to Come.] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. For purposes of this Award, Participant's status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to MINDBODY, Inc. (the "Company") or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the -1- Company, Participant's right to vest in this Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment or service agreement, if any). The Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of his or her Award grant (including whether Participant may still be considered to be providing services while on a leave of absence). By Participant's signature and the signature of the representative of Upland Software, Inc. (the "Company") the Company below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Agreement. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. above. PARTICIPANT: UPLAND SOFTWARE, MINDBODY, INC. Signature By Print Name Title Residence Address: -2- EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant. The Company hereby grants to the individual named in the Notice of Grant (the "Participant") under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is are incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. View More
Governing Law. This Award Agreement will be governed by the laws of Texas, the State of Delaware, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock Unit Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Texas, California, and agree that such litigation will be conducted in the courts of Travis Orange County, Texas, California, or the federal courts for... the United States for the Western Central District of Texas, California, and no other courts, where this Award of Restricted Stock Unit Units is made and/or to be performed. -7- EX-10.9 13 d710680dex109.htm EX-10.9 EX-10.9 -6- EX-10.5 6 d482739dex105.htm EX-10.5 EX-10.5 Exhibit 10.9 UPLAND SOFTWARE, 10.5 MINDSPEED TECHNOLOGIES, INC. 2014 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Upland Software, Mindspeed Technologies, Inc. 2014 2013 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Agreement (the "Award Agreement"), which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A. A (together, this "Award Agreement"). NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Address: Participant: Award: Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Date: Number of Restricted Stock Units Units: Vesting Schedule: Subject to any acceleration provisions contained accelerated vesting as set forth below or in the Plan or set forth below, Plan, the Restricted Stock Units will vest in accordance with the following schedule: [Insert Vesting Schedule] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units Description] Acceptance: By accepting this Award Agreement and Participant's right to acquire any Shares hereunder will immediately terminate. By Participant's signature and the signature of the representative of Upland Software, Inc. (the "Company") below, Participant and not notifying the Company agree that this Participant is declining the Award, Participant acknowledges and agrees that the Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby further agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: UPLAND SOFTWARE, INC. Signature By Print Name Title Residence Address: -2- EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant. The Company hereby grants to the individual Participant named in the Notice of Grant (the "Participant") under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) 21(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. View More
