Exhibit 10.8


 


ACME
PACKET, INC.


 


RESTRICTED
STOCK UNIT AGREEMENT


(Form of Restricted Stock
Unit Agreement for the 2006 Equity Incentive Plan for Employees)


 


This RESTRICTED STOCK UNIT AGREEMENT, dated
as of <date> (this “Agreement”), is between ACME PACKET, INC., a
Delaware corporation (the “Company”), and <Grantee Name> (the “Grantee”).
Capitalized terms used herein without definition shall have the meaning
ascribed to such terms in the Company’s 2006 Equity Incentive Plan, a copy of
which is attached hereto as Exhibit A (the “Plan”).


 


1.             Grant  of  Restricted  Stock
Unit  Award. Pursuant to the Plan, the Company grants to the
Grantee a total of <Number of Units> Restricted Stock Units (the “Units”),
subject to adjustment pursuant to Section 8 of the Plan. Subject to, and
in accordance with, the provisions of Section 2 below, each Unit entitles
Grantee to receive from the Company one (1) share of Common Stock in
accordance with the terms of this Agreement and the Plan. This Award is granted
as of <Date of Grant> (the “Grant  Date”). As used here in,
the term “Vesting Start Date” shall mean <Vesting Start Date>.


 


2.             Settlement of Units.


 


(a)           Settlement. On the fifth business day
after the day on which any Units are no longer subject to risk of forfeiture
pursuant to, and in accordance with, Section 3 below, the Company shall
deliver or cause to be delivered to Grantee a stock certificate registered in
the name of Grantee in respect of the shares of Common Stock subject to such
Units.


 


(b)           Other Lapse or Termination of Risk of
Forfeiture. With respect to any Units that remain subject to risk of
forfeiture under Section 3 on the fifth business day after the day on
which such risk of forfeiture shall have lapsed or terminated pursuant to, and
in accordance with, the provisions of Section 4 below, the Company shall
deliver or cause to be delivered to Grantee a stock certificate registered in
the name of Grantee in respect of the shares of Common Stock subject to those
Units in respect of which such risk of forfeiture shall have so lapsed or
terminated.


 


(c)           Effect of Settlement. Upon delivery
of a stock certificate to the Grantee pursuant to the provisions of this Section 2,
the corresponding portion of the Units being settled shall be satisfied in full
and Grantee shall have not further rights with respect thereto.


 


3.             Forfeiture; Lapse  of  Risk
of  Forfeiture. Subject to the other provisions of this Section 3
and to the provisions of Section 4 below, the Units shall be forfeited
(without any settlement thereof pursuant to Section 2(a) above) if
the Grantee’s association with the Company or any of its Affiliates as an
employee, director or consultant ends for any reason or no reason, regardless
of whether the end of such association is effected by the Company, any such
Affiliate or the Grantee (whether voluntarily or involuntarily, including
because an entity with which the


 


1

















 


Grantee has any such association ceases to be an Affiliate of the
Company), and immediately following the end of any such association, the
Grantee is not associated with the Company or any of its Affiliates as an
employee, director or consultant, or if the Grantee dies; provided, however,
that military or sick leave or other bona fide leave shall not be deemed a
termination of employment, if it does not exceed the longer of ninety (90) days
or the period during which the absent original grantee’s reemployment rights,
if any, are guaranteed by statute or by contract. Notwithstanding the foregoing
provisions of this Section 3 to the contrary, [(i) 50% of the Units
shall no longer be subject to forfeiture or risk of forfeiture pursuant to this
Section 3 on the second anniversary of the Vesting Start Date; and (iii) the
balance of the Units shall no longer be subject to forfeiture or risk of
forfeiture pursuant to this Section 3 on the third anniversary of the
Vesting Start Date](1); provided, however, that the foregoing
provisions of this sentence shall only operate to release Units from risk of
forfeiture under this Section 3 until and including the date that the
Grantee has no association with the Company or any of its Affiliates as an
employee, director or consultant.


 


4.             Acceleration  or  Other
Termination  of  Risk  of  Forfeiture.


 


(a)           Upon Election by the Board or the
Compensation Committee. Notwithstanding anything in Section 3 above to
the contrary, the Board or the Compensation Committee may, at any time and in
its discretion in accordance with the provisions of Section 7.3(a) of
the Plan, cause any or all Units that remain subject to a risk of forfeiture
under Section 3 hereof, as applicable, to cease to be subject to such risk
of forfeiture.


 


(b)           Upon Termination of Employment Following
a Change of Control. Notwithstanding anything in Section 3 above to
the contrary but subject to the provisions of Section 4(c) below, in
the event that (i) a Change of Control occurs prior to the time that all
of the Units shall no longer be subject to any risk of forfeiture under Section 3,
(ii) the Grantee is an employee of the Company or any of its Affiliates
immediately prior to such Change of Control, 
and (iii)  either (A) the Grantee voluntarily terminates his
employment with the Company and  all of
its Affiliates following (x) any material
adverse change (without Grantee’s written consent) in the authorities, duties
or responsibilities of Grantee’s employment with the Company or any of its
Affiliates that occurs as a result of, or after, such Change of Control or
(y) any relocation of the Grantee (without his written consent) by the
Company or any of its Affiliates after such Change of Control to a location
that increases Grantee’s commute prior to such relocation by more than fifty
(50) miles or (B) the Company or any of its Affiliates terminates the
Grantee’s employment with the Company and all of its Affiliates for any reason
or no reason (other than Cause, as such term is defined in Section 4(d) below),
in the case of any of the foregoing clauses (A) or (B) if the
applicable termination of employment occurs at any time within 365 days after
the occurrence of such Change of Control, then fifty percent (50%) of such
Units that are, immediately prior to any such termination of employment by
Grantee or by the Company or any of its Affiliates, still subject to risk of
forfeiture under Section 3 shall, immediately following any such
termination of employment by Grantee or by the Company or any of its
Affiliates, no longer be subject to any risk of forfeiture under Section 3
above, as applicable . In the case of


 






(1) The specific vesting schedule of each Award under the Plan is
determined at the discretion of the Board or the Compensation Committee on a
case-by-case basis at the time of grant.


 


2

















 


those Units that are, immediately prior to any such termination of
employment by Grantee or by the Company or any of its Affiliates, still subject
to risk of forfeiture under Section 3, the foregoing provisions of this Section 4(b) shall
be implemented ratably across all of such Units regardless of the date when
each of such Units would have otherwise no longer been subject to risk of
forfeiture under Section 3 above.


 


(c)           Continuation of Employment by Successor.
If the Grantee is an employee of the Company or any of its Affiliates immediately
prior to a Change of Control, then employment of the Grantee following such
Change of Control by any person or entity that is the successor or acquiror of
the Company as a result of such Change of Control or that is the parent company
or affiliate of such successor or acquiror (in either case, the “Successor
Employer”) shall be treated under this Agreement as if the Grantee
continued to be employed by the Company, and in such context any reference in
this Agreement to the Company shall be deemed to be a reference to the
Successor Employer.


 


(d)           Definition of Cause. For purposes of
this Agreement, the term “Cause” shall mean
(i) if the Grantee is convicted of, or pleads guilty or no contest to, a
felony or any crime involving moral turpitude, deceit, dishonesty or fraud; (ii) any
act of embezzlement, theft, sexual harassment, discrimination, fraud or other
acts of a criminal nature by the Grantee in his dealings with the Company, any
of its Affiliates or any of their respective employees or representatives, as
determined by the Board of Directors of the Company; (iii) the breach by
the Grantee of any material term of an agreement with the Company or any of its
Affiliates, including covenants not to compete and provisions relating to
confidential information and intellectual property rights; or (iv) any
failure by the Grantee to comply with a specific directive given by the Company’s
executive officers or Board of Directors which failure has not been cured
within 30 days after written notice from the Company.


 


5.             Dividends. Grantee shall not be
entitled to receive payments equivalent to any dividends declared with respect
to Common Stock underlying the Units.


 


6.             Transfer  of  Units. Other
than as expressly permitted by the provisions of Section 7.3(e) of
the Plan, the Units may not be transferred except by will or the laws of
descent and distribution and, during the lifetime of the Grantee, may be
exercised only by the Grantee.


 


7.             Tax  Withholding. Pursuant to
Section 9.7 of the Plan, the Company has the right to require the Grantee
to remit to the Company an amount sufficient to satisfy federal, state, local
or other withholding tax requirements if, when, and to the extent required by
law (whether so required to secure for the Company an otherwise available tax deduction
or otherwise) prior to the delivery of any certificate or certificates for such
shares issuable upon settlement of the Units. The obligations of the Company
under this Agreement and the Plan shall be conditional on satisfaction of all
such withholding obligations and the Company shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the recipient of an Award. However, Grantee may elect to
satisfy any applicable withholding requirement, in whole or in part, by having
the Company withhold shares issuable upon settlement of the Units to satisfy
their tax obligations. Grantee may only elect to have shares of Common Stock
withheld having a Market Value on the date the tax is to be determined equal to


 


3

















 


the minimum statutory total tax which could be imposed on the
transaction. Any such election shall be irrevocable, made in writing, signed by
the Grantee, and shall be subject to any restrictions or limitations that the
Committee deems appropriate.


 


8.             Incorporation  of  Plan
Terms. The Units are granted subject to all of the applicable terms and
provisions of the Plan, including, but not limited to, the limitations on the
Company’s obligation to deliver shares of Common Stock upon termination of the
restrictions set forth in Section 9.1 (Violation of Law), Section 9.2
(Corporate Restrictions on Rights in Stock), and Section 9.3 (Investment
Representations).


 


9.             Miscellaneous. This Agreement shall
be construed and enforced in accordance with the internal, substantive laws of
The Commonwealth of Massachusetts and shall be binding upon and inure to the
benefit of any successor or assign of the Company and any executor,
administrator, trustee, guardian, or other legal representative of the Grantee.


 


[The
remainder of this page is intentionally left blank.]


 


4

















 


IN WITNESS WHEREOF, the parties have executed
this Restricted Stock Unit Agreement as a sealed instrument as of the date
first above written.


 


 


	
  ACME PACKET, INC.

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Grantee’s Address:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


5