Exhibit 10.5


 


CASTLEROCK SECURITY HOLDINGS, INC.


 


2010 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


Pursuant to the Restricted Stock Unit Award Grant Notice (the “Grant
Notice”) and this Restricted Stock Unit Award Agreement (collectively, the “Award”),
CastleRock Security Holdings, Inc. (the “Company”) hereby awards you stock
units under its 2010 Equity Incentive Plan (the “Plan”) representing the number
of shares of the Company’s Common Stock as indicated in the Grant Notice.  Defined terms not explicitly defined in this
Agreement but defined in the Plan shall have the same definitions as in the
Plan.


 


The details of your award are as follows:


 


1.                                      VESTING.  Subject to the limitations contained herein,
your Award will vest as provided in the Grant Notice, provided that vesting
will cease upon the termination of your Continuous Service.  Any unvested portion of your Award will be
forfeited upon termination of your Continuous Service.


 


2.                                      NUMBER
OF SHARES.  The number
of shares subject to your Award may be adjusted from time to time for
Capitalization Adjustments, as provided in the Plan.  In addition, your Award will be credited with
Dividend Equivalents on stock units under your Award to the extent of dividends
issued on Common Stock, provided the record date for such dividend is on or
after the end of the quarter in which occurs the Award’s grant date.  Dividend Equivalent credits shall be deemed
reinvested in additional shares of stock units (or fraction thereof) and shall
be added to the number of stock units subject to your Award.  Any such additional stock units (or fraction
thereof) resulting from Dividend Equivalent credits shall be treated the same
as other stock units under your Award and shall be subject to the terms and
conditions of this Agreement and the Plan. 
For purposes of this Agreement, “Dividend Equivalent” means a credit to
your Award, based on the number of stock units subject to the Award, equivalent
to the cash, stock or other property dividends paid on shares of Common Stock.


 


3.                                      SECURITIES
LAW COMPLIANCE.  You may not
be issued any shares under your Award unless the shares are either (i) then
registered under the Securities Act or (ii) the Company has determined that
such issuance would be exempt from the registration requirements of the
Securities Act.  Your Award must also
comply with other applicable laws and regulations governing the Award, and you
will not receive such shares if the Company determines that such receipt would
not be in material compliance with such laws and regulations.


 


4.                                      PAYMENT.   Payment of your Award shall
be made in either cash, or in shares of Common Stock with any fractional shares
to be distributed in cash in whole shares of Common Stock, as determined by the
Board or Committee in its sole discretion. 
Payment of each stock unit under your Award will be made upon vesting of
that unit at the following times:


 

















 


(a)                                  Within 30 days
after the end of the calendar quarter in which the stock unit becomes vested,
as a lump sum payment.


 


(b)                                  Commencing as
of January 1 of the calendar year following the year in which the stock unit
becomes vested (or as soon as reasonably practicable thereafter), in annual
installments not exceeding five.  If
stock units are paid in shares of Common Stock, the amount of shares paid in
each installment shall be determined by dividing your total remaining stock
units by the remaining number of installments to be paid, such that the divisor
shall be reduced by one in each subsequent year.  Fractional shares shall be rounded down to
the nearest whole number, except that in the final year in which an installment
is to be paid, any fractional shares shall be distributed in cash.


 


5.                                      RIGHTS
AND RESTRICTIONS OF PARTICIPANT.  You will have no rights as a shareholder with
respect to any stock unit unless and until you become the holder of record of
shares of Common Stock following payment of that stock unit in Common Stock.


 


6.                                      TRANSFERABILITY.  Your Award is not
transferable, except by will or by the laws of descent and distribution, and is
exercisable during your life only by you. 
Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party
who, in the event of your death, shall thereafter be entitled to receive any
amounts owed with respect to vested stock units under your Award.


 


7.                                      WITHHOLDING
OBLIGATIONS.


 


(a)                                  At the time
your Award is made, or at any time thereafter as requested by the Company, you
hereby authorize withholding from payroll and any other amounts payable to you,
and otherwise agree to make adequate provision for any sums required to satisfy
the federal, state, local and foreign tax withholding obligations of the
Company or an Affiliate, if any, which arise in connection with your Award.


 


(b)                                  Unless the tax
withholding obligations of the Company and/or any Affiliate are satisfied, the
Company shall have no obligation to issue a certificate for such shares or
release such shares from any escrow provided for herein.


 


8.                                      AGREEMENT
NOT A SERVICE CONTRACT.  Your
Award is not an employment or service contract, and nothing in your Award shall
be deemed to create in any way whatsoever any obligation on your part to
continue in the employ of the Company or an Affiliate, or on the part of the
Company or an Affiliate to continue your employment. In addition, nothing in
your Award shall obligate the Company or an Affiliate, their respective
shareholders, boards of directors, Officers or Employees to continue any
relationship that you might have as a Director or Consultant for the Company or
an Affiliate.


 


9.                                      NOTICES.  Any notices provided for in your Award or the
Plan shall be given in writing and shall be deemed effectively given upon
receipt or, in the case of notices delivered by the Company to you, five (5)
days after deposit in the United States mail, postage prepaid, addressed to you
at the last address you provided to the Company.


 

















 


10.                               MISCELLANEOUS.


 


(a)                                  The rights and
obligations of the Company under your Award shall be transferable to any one or
more persons or entities, and all covenants and agreements hereunder shall
inure to the benefit of, and be enforceable by the Company’s successors and
assigns.  Your rights and obligations
under your Award may only be assigned with the prior written consent of the
Company.


 


(b)                                  You agree upon
request to execute any further documents or instruments necessary or desirable
in the sole determination of the Company to carry out the purposes or intent of
your Award.


 


(c)                                  You acknowledge
and agree that you have reviewed your Award in its . entirety, have had an
opportunity to obtain the advice of counsel prior to executing and accepting
your Award and fully understand all provisions of your Award.


 


11.                               GOVERNING
PLAN DOCUMENT.  Your Award
is subject to all the provisions of the Plan, the provisions of which are
hereby made a part of your Award, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the
provisions of your Award and those of the Plan, the provisions of the Plan
shall control.