{"id":40362,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restricted-stock-unit-award-agreement-linkedin-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-unit-award-agreement-linkedin-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-stock-unit-award-agreement-linkedin-corp.html","title":{"rendered":"Restricted Stock Unit Award Agreement – LinkedIn Corp."},"content":{"rendered":"

LINKEDIN CORPORATION <\/strong><\/p>\n

2011 EQUITY INCENTIVE PLAN <\/strong><\/p>\n

RESTRICTED STOCK UNIT AWARD AGREEMENT <\/strong><\/p>\n

Unless otherwise defined in this Restricted Stock Unit Award Agreement (the
\n“Award Agreement”), the terms defined in the LinkedIn Corporation (also referred
\nto in this Award Agreement as the “Company,” “we,” “us” and “our”) 2011 Equity
\nIncentive Plan (the “Plan”) will have the same defined meanings in this Award
\nAgreement.<\/p>\n\n\n\n
\n

I.<\/strong><\/p>\n<\/td>\n

\n

NOTICE OF RESTRICTED STOCK UNIT GRANT<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Participant Name: <\/strong><\/p>\n

Address: <\/strong><\/p>\n

You (references to “you” and “your” in this Award Agreement will be
\nreferences to the Participant) have been granted the right to receive an Award
\nof Restricted Stock Units (“RSUs”), subject to the terms and conditions of the
\nPlan and this Award Agreement (together, the “Award Documents”), as follows:\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Grant Number<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date of Grant<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Initial Vest Date<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Number of RSUs<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Vesting Schedule<\/u>:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Subject to any acceleration provisions contained in the Plan or as described
\nbelow, the RSU will vest according to the following schedule:<\/p>\n

[Insert vesting schedule]<\/p>\n

If you cease to be a Service Provider for any or no reason before you vest in
\nthe RSU, the RSU and your right to acquire any Shares under this Agreement will
\nimmediately terminate.<\/p>\n

By your signature and the signature of the Company representative below, you
\nand the Company agree that this Award of RSUs is granted under and governed by
\nthe terms and conditions of the Award Documents, including the Terms and
\nConditions of Restricted Stock Unit Grant, attached as Exhibit A<\/u> to this
\nAward Agreement. You also agree that by signing this document that
\nyou are agreeing to the sale of Shares to satisfy your tax withholding
\nobligations that arise with respect to this Award.<\/em><\/strong> You agree that
\nyou have reviewed the Award Documents, have had an opportunity to obtain the
\nadvice of counsel prior to executing this Award Agreement and understand all
\nprovisions of the Award Documents. You agree to accept as binding and final all
\ndecisions or interpretations of the Administrator upon any questions relating to
\nthe Award Documents.<\/p>\n

\n

This Award Agreement will be governed by California law, without giving
\neffect to California153s conflict of law principles. You consent to the
\njurisdiction of California for purposes of litigating any dispute regarding this
\nAward and as described further in Section 17 of Exhibit A<\/u> to this Award
\nAgreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

PARTICIPANT:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

LINKEDIN CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Signature<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Print Name<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Title<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Date<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Residence Address<\/u>:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(You agree to notify the Company in writing of any change to your
\nresidential address)<\/u><\/strong><\/p>\n

-2-<\/p>\n

\n

EXHIBIT A <\/u><\/strong><\/p>\n

TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT
\n<\/strong><\/p>\n

1. Grant<\/u>. With this Award Agreement, the Company grants to the
\nindividual named in the Notice of Restricted Stock Unit Grant (“Notice of
\nGrant”) attached as Part I of this Award Agreement (the “Participant,” also
\nreferred to as “you” and “your”) under the Plan an Award of RSUs, subject to all
\nof the terms and conditions in the Award Documents. The terms and conditions of
\nthe Plan are incorporated into this Award Agreement by reference. Subject to
\nSection 18 of the Plan, in the event of a conflict between the terms of the Plan
\nand the terms and of this Award Agreement, the terms of the Plan prevail.<\/p>\n

2. Company153s Obligation to Pay<\/u>. Each RSU represents the right to
\nreceive one Share on the date that it vests. Until the RSUs vest as described in
\nSection 3, you have no right to receive any Shares under this Award. Prior to
\nactual issuance of Shares for vested RSUs, the RSUs will represent an unsecured
\nobligation of the Company, payable (if at all) only from the general assets of
\nthe Company. Any RSUs that vest will be paid to you in whole Shares, subject to
\nyour satisfying any applicable tax withholding obligations as described in
\nSection 5. Subject to the provisions of Section 16, the vested RSUs will be paid
\nin Shares as soon as practicable after vesting.<\/p>\n

3. Vesting Schedule<\/u>. The vesting schedule for your RSU is described in
\nthe Notice of Grant. In order to vest in any portion of the RSUs, you will have
\nto continuously be a Service Provider from the Date of Grant through the date
\nall applicable vesting conditions have been satisfied. The balance of the RSUs
\nthat have not vested on the date you cease being a Service Provider (for any or
\nno reason) will immediately terminate and be cancelled on the date you cease
\nbeing a Service Provider and you will have no further right to acquire any
\nShares under the cancelled RSUs.<\/p>\n

YOU ACKNOWLEDGE AND AGREE THAT NOTHING IN THE AWARD DOCUMENTS ALTERS THE
\nAT-WILL NATURE OF YOUR EMPLOYMENT OR OTHER SERVICE WITH US. THIS MEANS THAT WE
\n(OR OUR PARENT OR SUBSIDIARY EMPLOYING OR RETAINING YOU) MAY TERMINATE YOUR
\nEMPLOYMENT OR OTHER SERVICE WITH US AT ANY TIME, WITH OR WITHOUT CAUSE OR
\nADVANCE NOTICE.<\/p>\n

4. Death of Participant<\/u>. Any distribution or delivery pursuant to
\nSection 2 to be made to you will, if you are then deceased, be made to your
\ndesignated beneficiary, or if no beneficiary survives you, the administrator or
\nexecutor of your estate. Any transferee (that is, the applicable designated
\nbeneficiary or administrator or executor of your estate) must furnish the
\nCompany with (a) written notice of his or her status as transferee, and (b)
\nevidence satisfactory to the Company to establish the validity of the transfer
\nand compliance with all laws or regulations pertaining to this transfer.<\/p>\n

5. Tax Withholding<\/u>.<\/p>\n

a. Default Method of Tax Withholding<\/u>. The minimum federal, state, and
\nlocal and foreign income, social insurance, employment and any other applicable
\ntaxes which the<\/p>\n

-3-<\/p>\n

\n

Company determines must be withheld with respect to this Award (“Tax
\nWithholding Obligation”) will be satisfied by Shares being sold on your behalf
\nat the prevailing market price pursuant to such procedures as the Company may
\nspecify from time to time, including through a broker-assisted arrangement (it
\nbeing understood that the Shares to be sold must have vested pursuant to the
\nterms of this Agreement and the Plan). The proceeds from the sale will be used
\nto satisfy your Tax Withholding Obligation (and any associated broker or other
\nfees) arising with respect to your RSUs. Only whole Shares will be sold to
\nsatisfy any Tax Withholding Obligation. Any proceeds from the sale of Shares in
\nexcess of the Tax Withholding Obligation (and any associated broker or other
\nfees) will be paid to you in accordance with procedures the Company may specify
\nfrom time to time. By accepting this Award, you expressly consent to the
\nsale of Shares to cover the Tax Withholding Obligations (and any associated
\nbroker or other fees) and agree and acknowledge that you may not satisfy them by
\nany means other than such sale of Shares, unless required to do so by the
\nAdministrator or pursuant to the Administrator153s express written
\nconsent.<\/strong><\/p>\n

b. Administrator Discretion<\/u>. If the Administrator determines that you
\ncannot satisfy your Tax Withholding Obligation through the default procedure
\ndescribed in clause (a), it may permit you to satisfy your Tax Withholding
\nObligation by (i) delivering to the Company Shares that you own and that have
\nvested with a Fair Market Value equal to the amount required to be withheld,
\n(ii) electing to have the Company withhold otherwise deliverable Shares having a
\nvalue equal to the minimum amount statutorily required to be withheld, (iii)
\nyour payment in cash, or (iv) such other means as the Administrator deems
\nappropriate.<\/p>\n

d. Company153s Obligation to Deliver Shares<\/u>. For clarification purposes,
\nin no event will the Company issue you any Shares unless and until arrangements
\nsatisfactory to the Administrator have been made for the payment of your Tax
\nWithholding Obligation. If you fail to do so by the time they become due, you
\nwill permanently forfeit your RSUs to which your Tax Withholding Obligation
\nrelates, as well as any right to receive Shares otherwise issuable pursuant to
\nthose RSUs.<\/p>\n

6. Rights as Stockholder<\/u>. Neither you nor any person claiming under or
\nthrough you will have any of the rights or privileges of a stockholder in
\nrespect of any Shares deliverable under this Award Agreement, unless and until
\ncertificates representing the Shares have been issued and delivered to you. Only
\nupon completion of these requirements will you have the rights of a stockholder
\nof the Company.<\/p>\n

7. Address for Notices<\/u>. All notices under the Award Documents must be
\nin writing and given by personal delivery, certified mail (postage pre-paid and
\nreturn receipt requested), or by commercial overnight courier, to the address
\nset forth below. Notice will be deemed given the date of personal delivery, the
\nthird business day after mailing or the date of delivery by courier (as
\nindicated on the courier153s records).<\/p>\n

LinkedIn Corporation<\/p>\n

ATTN: General Counsel<\/p>\n

2029 Stierlin Ct.<\/p>\n

Mountain View, CA 94043<\/p>\n

-4-<\/p>\n

\n

8. Grant is Not Transferable<\/u>. Except to the limited extent provided in
\nSection 4, this Award and the rights and privileges conferred under this Award
\nAgreement may not be transferred, assigned, pledged or hypothecated in any way
\n(whether by operation of law or otherwise) and will not be subject to sale under
\nexecution, attachment or similar process. Upon any attempt to transfer, assign,
\npledge, hypothecate or otherwise dispose of this grant, or any right or
\nprivilege conferred under this Award Agreement, or upon any attempted sale under
\nany execution, attachment or similar process, this grant of the Award of RSUs
\nand the rights and privileges conferred under this Award Agreement immediately
\nwill become null and void, you will permanently forfeit the RSUs and any right
\nto receive Shares otherwise issuable pursuant to the RSUs, and the RSUs will be
\nreturned to the Company at no cost to the Company.<\/p>\n

9. Binding Agreement<\/u>. Subject to the limitation on the transferability
\nof this grant contained in this Award Agreement, the Award Documents are binding
\nupon and will inure to the benefit of the heirs, legatees, legal
\nrepresentatives, successors and assigns of the parties hereto.<\/p>\n

10. Additional Conditions to Issuance of Stock<\/u>. If at any time we will
\ndetermine, in our discretion, that the listing, registration or qualification of
\nthe Shares upon any securities exchange or under any state or federal law, or
\nthe consent or approval of any governmental regulatory authority is necessary or
\ndesirable as a condition to the issuance of Shares to you (or your estate), no
\nissuance will occur unless and until such listing, registration, qualification,
\nconsent or approval will have been effected or obtained free of any conditions
\nnot acceptable to us. Where we determine that the delivery of the payment of any
\nShares may violate federal securities laws or other applicable laws, we will
\ndefer delivery until the earliest date at which we reasonably anticipate that
\nthe delivery of Shares will no longer cause such violation. We will make all
\nreasonable efforts to meet the requirements of all applicable state or federal
\nlaw or securities exchange and to obtain any consent or approval of the
\napplicable governmental authority.<\/p>\n

11. Plan Governs<\/u>. This Award Agreement is subject to all terms and
\nprovisions of the Plan. In the event of a conflict between one or more
\nprovisions of this Award Agreement and the Plan, the provisions of the Plan will
\ngovern. Capitalized terms used and not defined in this Award Agreement have the
\nmeaning set forth in the Plan.<\/p>\n

12. Administrator Authority<\/u>. The Administrator will have the power to
\ninterpret the Award Documents and to adopt the rules for the administration,
\ninterpretation and application of the Plan as are consistent and to interpret or
\nrevoke any rules (including, but not limited to, the determination of whether or
\nnot any RSUs have vested). All actions taken and all interpretations and
\ndeterminations made by the Administrator in good faith will be final and binding
\nupon you, us and all other interested persons. No member of the Administrator
\nwill be personally liable for any action, determination or interpretation made
\nin good faith with respect to the Award Documents.<\/p>\n

13. Entire Agreement; Changes in Writing; Partial Invalidity;
\nCaptions<\/u>. This Award Agreement is the entire agreement between the Company
\nand you regarding the subject matter. Any addition to or modification of this
\nAward Agreement must be in writing. The Company and you intend this Award
\nAgreement to be enforced as written. If any provision of this Award<\/p>\n

-5-<\/p>\n

\n

Agreement is unenforceable, the remaining provisions will continue. However,
\nif any provision is held to be unenforceable, the Company and you agree that the
\ncourt making the determination will modify the unenforceable provision to an
\nenforceable provision to most accurately achieve the intent of the parties to
\nmaximum extent possible and at the same time allow the revised form of the
\nprovision to be enforceable. Captions provided are for convenience only and are
\nnot to serve as a basis for interpretation or construction of this Award
\nAgreement.<\/p>\n

14. Electronic Delivery<\/u>. We may, in our sole discretion, decide to
\ndeliver any documents related to RSUs awarded under the Plan or future RSUs that
\nmay be awarded under the Plan by electronic means or request your consent to
\nparticipate in the Plan by electronic means. You consent to receive such
\ndocuments by electronic delivery and agree to participate in the Plan through
\nany on-line or electronic system established and maintained by us or another
\nthird party designated by us.<\/p>\n

15. Section 409A<\/u>. In addition and notwithstanding anything to the
\ncontrary in the Award Documents, we reserve the right to revise this Award
\nAgreement as we deem necessary or advisable, in our sole discretion and without
\nyour consent, to comply with Section 409A or to otherwise avoid imposition of
\nany additional tax or income recognition under Section 409A in connection to
\nthis Award of RSUs.<\/p>\n

Except as described below, vested RSUs will be paid in Shares as soon as
\npracticable after vesting, which means that the Shares must be paid no later
\nthan the date that is two and one-half (2-1\/2) months after the end of our tax
\nyear in which the RSUs vest.<\/p>\n

If the vesting of the balance, or some lesser portion of the balance, of the
\nRSUs is accelerated in connection with your termination as a Service Provider
\n(provided that such termination is a “separation from service” within the
\nmeaning of Section 409A, as determined by the Company), other than due to
\ndeath,<\/strong> and if (x) you are a “specified employee” within the
\nmeaning of Section 409A at the time of such termination, and (y) the payment of
\nsuch accelerated RSUs will result in the imposition of additional tax under
\nSection 409A if paid to you on or within the six (6) month period following your
\ntermination, then the payment of the accelerated RSUs will not be made until the
\ndate six (6) months and one (1) day following the date of your termination,
\nunless you die following your termination, in which case, the RSUs will be paid
\nin Shares to your estate as soon as practicable following your death.<\/p>\n

It is the intent of this Award Agreement to comply with the requirements of
\nSection 409A so that none of the RSUs provided under this Award Agreement or
\nShares issuable thereunder will be subject to the additional tax imposed under
\nSection 409A, and any ambiguities under this Award Agreement will be interpreted
\nto so comply. For purposes of this Award Agreement, “Section 409A” means Section
\n409A of the Code, and any proposed, temporary or final Treasury Regulations and
\nInternal Revenue Service guidance thereunder, as each may be amended from time
\nto time.<\/p>\n

16. Amendment, Suspension or Termination of the Plan<\/u>. By accepting
\nthis Award, you expressly warrant that you have received an Award of RSUs under
\nthe Plan, and have received, read and understood a description of the Plan. You
\nunderstand that the Plan is discretionary in nature and may be amended,
\nsuspended or terminated by us at any time.<\/p>\n

-6-<\/p>\n

\n

17. Governing Law<\/u>. This Award Agreement will be governed by California
\nlaw without giving effect to the conflict of law principles of California law.
\nThe parties submit to and consent to the jurisdiction of the State of
\nCalifornia, and agree that litigation will be conducted in the courts of Santa
\nClara County, California, or the federal courts for the United States for the
\nNorthern District of California, and no other courts, where this Award of RSUs
\nis made and\/or to be performed.<\/p>\n

-7-<\/p>\n

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