{"id":41262,"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-united-parcel-service.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-unit-award-agreement-united-parcel-service","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/restricted-stock-unit-award-agreement-united-parcel-service.html","title":{"rendered":"Restricted Stock Unit Award Agreement – United Parcel Service, Inc."},"content":{"rendered":"

United Parcel Service, Inc.<\/p>\n

Form of Non-Management Director<\/p>\n

Restricted Stock Unit Award Agreement<\/p>\n

THIS AGREEMENT evidences the grant by UNITED PARCEL SERVICE, INC., a Delaware
\ncorporation (the “Company”), in accordance with the United Parcel Service, Inc.
\nIncentive Compensation Plan (the “Plan”) to , a non-management
\ndirector of the Company, of Restricted Stock Units (“RSUs”). Each
\nRSU has a value that equals the value of one share of the Company153s class A
\ncommon stock (“Share”). This Award is granted effective as of May 5, 2010
\n(“Grant Date”) and is subject to all of the terms and conditions set forth
\nbelow.<\/p>\n

<\/u><\/p>\n

Terms and Conditions <\/u><\/p>\n

<\/u><\/p>\n

1. Plan<\/u>. This Award is subject to all of the terms and conditions set
\nforth herein and in the Plan, as the same may be amended from time to time,
\nwhich is herein incorporated by reference. Terms not defined in this agreement
\nare defined in the Plan. If any term or condition in this Award is inconsistent
\nwith the Plan, the Plan shall control. By accepting this Award, you
\nunconditionally agree to be bound by the applicable terms, conditions and
\nprovisions of the Plan and this Award. Notwithstanding the foregoing, this Award
\nshall not be amended or adjusted if such amendment or adjustment would cause
\nthis Award to fail to satisfy the requirements of Section 409A of the Code. The
\ngrant of an Award in any year does not entitle an individual to an Award in any
\nsubsequent year.<\/p>\n

<\/u><\/p>\n

2. Bookkeeping Account<\/u>. A bookkeeping account will be maintained to
\nkeep track of the RSUs you earn and any dividend equivalents units (“DEUs”)
\nattributable to your RSUs as described below.<\/p>\n

3. Dividend Equivalent Units<\/u>. The RSUs credited to your account will
\nbe credited quarterly with DEUs for cash or stock dividends paid on a Share.
\nDEUs attributable to cash dividends are determined by<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

multiplying the cash dividend paid per Share by the number of
\nRSUs and DEUs previously credited to your account, and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

dividing the product determined above by the New York Stock
\nExchange closing price of the Company153s class B common stock on the day before
\nthe dividend is paid. <\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each whole DEU or fraction thereof has a value equal to one Share or the
\ncorresponding fraction thereof.<\/p>\n

4. Vesting<\/u>. The RSUs credited to your account will be fully vested on
\nthe Grant Date and any DEUs credited to your account will be fully vested on the
\ndate they are credited to your account.<\/p>\n

5. Shares<\/u>. A number of Shares equal to the number of vested RSUs and
\nDEUs credited to your account (less Shares withheld to pay taxes) will be
\ntransferred to you on the date of your separation from service (within the
\nmeaning of Section 409A of the Code) with the Company.<\/p>\n

Notwithstanding the foregoing, if (i) you are a “specified employee” (within
\nthe meaning of Section 409A of the Code taking into account such elections as
\nthe Board may choose to make from time to time and as are binding on all of the
\nCompany153s deferred compensation plans), and (ii) the distribution event is a
\n“separation from service” (within the meaning of Section 409A of the Code),
\nother than death, then no amount shall be distributed to you before the date
\nthat is 6 months and one day after the date of your separation from service (or,
\nif earlier, the date of your death) and any amounts that would have been
\ndistributed during the 6 months after your separation from service (or prior to
\ndeath) shall be accumulated and distributed on the date that is 6 months and one
\nday after the date of your separation from service (or, if earlier, upon the
\ndate of your death).<\/p>\n

The benefit payable to you will be based entirely on the number of vested
\nRSUs and DEUs credited to your account at the time this Award becomes so
\npayable.<\/p>\n

6. Nontransferable<\/u>. This Award and your RSUs and DEUs are not
\ntransferable except by will or the laws of descent and distribution.<\/p>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

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

<\/td>\n\n

UNITED PARCEL SERVICE, INC.<\/p>\n<\/td>\n<\/tr>\n

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

Secretary<\/p>\n<\/td>\n

<\/td>\n\n

Chairman and Chief Executive Officer<\/p>\n

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

<\/u><\/p>\n\n\n\n<\/tr>\n<\/tbody>\n<\/table>\n

<\/u><\/p>\n

\n\n<\/tbody>\n<\/table>\n

<\/u><\/p>\n

\n<\/table>\n
4900<\/contract-id>Contract of Loan – UTStarcom (Hangzhou) Telecom Co. Ltd. and Bank of China<\/contract-name><\/p>\n
\n\n                             BANK OF CHINA\n\n                            CONTRACT OF LOAN\n\n\n\n                     BORROWER: UTSTARCOM (HANGZHOU)\n                            TELECOM CO.,LTD\n                  LENDER: BANK OF CHINA ZHEJIANG BRANCH\n\n\n\n                        Contract No.: 99BRJ179\n\n\n\nName of borrower: UTStarcom(Hangzhou)   Name of lender: Bank of China \n         Zhejiang Branch Telecom Co.,Ltd.\n\nLegal address:                Legal address: 320 Yan'an Rd., Hangzhou\n\nLegal rep.:                   Legal rep.:\n\nBank of deposit: Bank of China Zhejiang Branch\n\nAccount No.: [*]\n\nTel: 8856112                  Tel: 0571-7077996\n\nFax: 8855203                  Fax: 0571-7132286\n\nTelex:                        Telex: 35019 BOCHZ CN\n\nP.C.: 310012                  P.C.: 310006\n\n\n      Any notice, legal documentary as well as payment order hereunder is \nrequired to be made in written form. Once the telex, telegraph and fax send \nout, or seven days after the letters mail out, or once the correspondence \nthat must be delivered by hand send off, those documents are considered to \narrive the opposing party.\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT \nTO THE OMITTED PORTIONS.\n\n\n\n                           CONTRACT OF LOAN\n                        Contract No.: 99BRJ179\n\nBorrower: UTStarcom(Hangzhou) Telecom Co.,Ltd\nLender: Bank of China Zhejiang Branch\n\n      Whereas Borrower and Lender agree to make and fulfill this contract \nunder the General Lending Rules and Regulations of Loan Contract and other \nChinese laws and regulations concerned, it is hereby agreed as follows:\n\n1.  Content under this contract:\n   a.  Lending category: Short-term Loan\n   b.  Use of Lending: Circulating\n   c.  Principal RMB15,000,000(in words)\n   d.  Rate of interest:\n      i.  RMB loan: [*]\n      ii. Foreign currency loan:\n      Where the rate of interest is adjusted by the government, it is decided \naccording to the relevant regulations.\n   e.  Life of loan: Six months, (From July 21, 1999 to Jan. 19, 2000).\n\n2.  After this Contract takes effect, the borrower shall apply for drawing \naccording to the detailed drawing plan in case of using the loan in batches.\n\n3.  Repayment. The borrower shall repay the principal and interest during the \naforesaid conventional term. In case of installment, the borrower shall \ncomply with the plan as follows:\nDate:______________________, Repayment amount: _____________________\n      The borrower may apply to the lender for a grace period 30 days before \nthe maturity, and it can be extended with the lender's consent and the \nfulfillment of the corresponding procedure.\n      The borrower may make prepayment with the consent of the lender, and \nthe interest on the amount of prepayment is calculated according to the \nrelevant regulations.\n\n4.  Interest calculation.\n   a.  The interest hereunder is calculated from the first day of utilizing \non the amount that the borrower actually has used. The interest is calculated \ndaily and paid quarterly.\n   b.  The interest is collected actively at the interest payment day by the \nlender from the running account or any other saving account which is opened \nin the lender or one of the lender's branches.\n\n5.  The principal, interest and corresponding fee are jointly and severally \nguaranteed by UTStarcom (China) Telecom Co.,Ltd in full, the number of the \nguarantee contract is 98BRB107. _______________ provides assets as a \nmortgage, the number of the mortgage contract is ____________. _____________\nprovides chattels as a pledge, the number of the pledge contract is _________.\n\n6.  Borrower's obligations\n\n6.1  The borrower shall open an account for settlement in the lender or in \none of the lender's branches. Any settlement arising from this contract shall \nbe processed through the aforesaid account.\n\n6.2  The borrower shall provide monthly the lender with authentic balance \nsheet, profit and loss sheet, financial statement and the true information \nsuch as the name of the bank with which the borrower's account is opened, \naccount number, balances of its outstanding deposits and loans, etc.\n\n6.3  The borrower shall accept the lender's inspection and supervision on \nutilizing the loan, status of business and the financial affairs. The \nborrower shall provide the lender with the documents at the lender's request.\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT \nTO THE OMITTED PORTIONS.\n\n\n\n6.4  The borrower shall utilize the loan according to the agreed purpose \nstipulated in this contract.\n\n6.5  The borrower shall pay the loan interest on time and render the \nrepayment on time.\n\n6.6  In case that the borrower provides any warranty for the third party, the \nborrower shall notify the lender in advance and such warranty shall not \naffect the borrower's repayment to the lender on time.\n\n6.7  During the period of this contract, in case that the borrower changes \nthe pattern of management or the ownership construction by the means of \ncontracting, leasing, pooling, transforming to stock company, establishing \njoint venture, separating, merger, foreign investment, transferring of \nownership, resolving or any other action, the borrower shall seek the \nlender's consent and ascertain the new source of repayment or provide new \nwarranties.\n      If the borrower transfers partial or all the obligations under this \ncontract to a third party, the borrower should obtain the lender's consent in \nwriting and ascertain exactly the rights and obligations.\n\n6.8  During the period of this contract, if the borrower changes its legal \nrepresentative, legal address or business address the borrower shall notify \nthe lender in advance.\n\n6.9  During the period of this period, if there arises any circumstance that \nis to cause damage to the lender's credit, the borrower shall inform the \nlender in time and take measures to protect the lender's right.\n\n7.   Default responsibilities\n\n7.1  If the borrower breaches any part of the aforesaid obligations, the \nlender has the right of collecting all amounts payable hereunder by the \nborrower before it's due, freezing the balance of the loan which the borrower \nhas not utilized, taking the measures of credit punishment as well as \nbringing a lawsuit.\n\n7.2  The lender has the right of charging a penalty fine according to \nstipulations promulgated by the People's Bank of China or the Bank of China \nif the borrower can not render the repayment during the loan period or the \nextension of the loan.\n\n7.3  If the borrower do not utilize the loan for purpose specified in this \ncontract or engross and embezzle the loan, the lender can impose additional \ninterest according to the stipulations promulgated by the People's Bank of \nChina or the Bank of China.\n\n7.4  The borrower shall pay interest calculated on the basis of the unpaid \ndue interest at the exact interest rate of this loan or if the borrower do \nnot pay the due interest in full, the lender has the right of charging the \ninterest calculated on the basis of unpaid due interest according to the \nstipulations promulgated by the People's Bank of China or the Bank of China.\n\n8.   The borrower shall pay all expenses arising out of or in connection with \nthe contract, as well as the expenses incurred by the lender in collecting \nits loan. Such expenses shall include, but shall not be limited to the \nassessment fee, auction fee, lawyer's fee, investigation fee, and costs for \nassignment of assets, taxes, etc.\n\n9.   During the period of this contract, the lender may collect all amounts \npayable hereunder by the borrower before it is due or terminate the contract, \nwhere the borrower or the guarantor is or may be in financial difficulties, \nor withdraws or transfers its capital and assets without consent of the \nlender, or involves in any disputes with a third party and the estates under \nmortgage\/pledge destroyed or lose, or any such events may endanger the safety \nof the loan. Where the lender collects partial or all amount hereunder before \ndue according to this contract, laws and regulations, the borrower and the \nguarantor voluntarily waiver the right of defense against the lender, and the\n\n\n\nlender has the right to transfer the amount directly to its own from the \nborrower's or the guarantor's bank account.\n\n10.  The loan receipt, guarantee\/mortgage\/pledge contract, application for \nloan and any other documents hereunder are parts of this contract, and have \nthe same legal effect as this contract.\n\n11.  Other agreements upon by and between parties.\n    a.\n    b.\n    c.\n\n12.  The contract is governed by China law and under the jurisdiction of the \ncourt in the lender's domicile place.\n\n13.  The contract takes effect from and after the legal representatives or \nagents of all parties sign and affix their companies' seal, and terminates as \nsoon as the borrower pays off the amount hereunder in full.\n\n14.  The original of the contract is triplicate which the lender takes two \nand the borrower takes one.\n\nThe borrower:                      The lender: Bank of China Zhejiang Branch\n\nLegal rep.(agent):                 Legal rep.(agent):\n\nSign(Seal):                        Sign(Seal):\n\nDate of the Contract: July 21, 1999\n\nPlace of the Contract: Hangzhou\n\n<\/pre>\n
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