<![CDATA[Forms of Senior Management Restricted Stock Unit (RSU) Grant Notice & Agreement]]>



 Exhibit 10.8 
 QUINSTREET, INC. 

SENIOR MANAGEMENT RESTRICTED STOCK UNIT
(RSU) GRANT NOTICE 
 2010 EQUITY INCENTIVE
PLAN 
 QuinStreet, Inc. (the “Company”), pursuant to its 2010 Equity Incentive Plan (the
“Plan”), hereby grants to you as the Participant named below a Restricted Stock Unit Award with respect to the number of shares of the Company’s Common Stock set forth below. This Restricted Stock Unit Award is subject
to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement, the Plan and the Plan Prospectus, all of which are attached hereto and incorporated herein in their entirety. 

 

			
	Participant:	  	  

		
	Date of Grant:	  	  

		
	Vesting Commencement Date:	  	  

		
	No. of Shares Subject to Award:	  	  


  

			
	 Vesting Schedule:
	  	Subject to accelerated vesting under specified circumstances as provided in the Restricted Stock Unit and the Plan, the Restricted Stock Unit Award shall become vested in
installments over four years as follows:

  

	 	•	 	 25% of the Restricted Stock Unit Award will vest on the first anniversary of the Vesting Commencement Date; and 



 

	 	•	 	 6.25% of the Restricted Stock Unit Award will vest quarterly thereafter for the next 12 quarters. 



No Monetary Payment Required.  You are not required to make any monetary payment (other than applicable Tax Obligations (as defined in
the Restricted Stock Unit Agreement)) as a condition to receiving the Restricted Stock Unit Award or shares of Common Stock issued upon vesting and settlement of the Restricted Stock Unit Award. 

Additional Terms/Acknowledgements: The Participant acknowledges receipt of, and understands and agrees to, this Restricted Stock Unit (RSU) Grant
Notice, the Restricted Stock Unit Agreement, the Plan Prospectus, and the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Unit (RSU) Grant Notice, the Restricted Stock Unit Agreement, the Plan Prospectus,
and the Plan set forth the entire understanding between Participant and the Company regarding this Award. 

ATTACHMENTS:          Restricted Stock Unit Agreement, 2010 Equity
Incentive Plan, 2010 Equity Incentive Plan Prospectus 







 QUINSTREET, INC. 

2010 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK UNIT AGREEMENT 

(SENIOR MANAGEMENT) 
 Pursuant to the Restricted Stock Unit (RSU) Grant Notice (“Grant Notice”) and this Restricted Stock Unit Agreement (this “Agreement”), QuinStreet, Inc. (the
“Company”) has granted you a Restricted Stock Unit Award under its 2010 Equity Incentive Plan (the “Plan”) representing the right to receive the number of shares of the Company’s Common Stock
indicated in the Grant Notice on the terms and conditions set forth herein and 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 Restricted Stock Unit Award are as follows: 
 1.    VESTING.  Subject to the limitations contained herein and the potential vesting acceleration provisions set forth in
Section 9 hereof, your Restricted Stock Unit Award will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. Immediately upon termination of your Continuous Service for any
reason, any unvested portion of the Restricted Stock Unit Award shall be forfeited without consideration. 

2.    CONVERSION INTO
SHARES.  Shares of Common Stock will be issued on the applicable vesting date (or, to the extent not administratively feasible, as soon as practicable thereafter). As a condition to such issuance,
you shall have satisfied your Tax Obligations as specified in this Agreement and shall have completed, signed and returned any documents and taken any additional action that the Company deems appropriate to enable it to accomplish the delivery of
such shares. In no event will the Company be obligated to issue a fractional share. 

3.    TAX TREATMENT. 

(a)    Regardless of any actions taken by the Company, you will be ultimately responsible for any
withholding tax liabilities, whether as a result of federal, state or other law and whether for the payment and satisfaction of any income tax, social security tax, payroll tax, or payment on account of other tax related to withholding obligations
that arise by reason of the Restricted Stock Unit Award, incurred in connection with the Restricted Stock Unit Award becoming vested and Common Stock being issued, or otherwise incurred in connection with the Restricted Stock Unit Award
(collectively, “Tax Obligations”). 
 (b)    Unless otherwise
determined by the Company in its sole discretion, and subject to applicable law, the Company shall require you to satisfy the Tax Obligations (as defined below) by the Company deducting from the shares of Common Stock otherwise deliverable to you in
settlement of applicable portion of the Restricted Stock Unit Award on the vesting date a number of whole shares having a fair market value (as determined by the Company) as of the date on which the Tax Obligations arise not in








 
excess of the amount of such Tax Obligations determined by the applicable minimum statutory withholding rates. The Company may in its sole discretion permit you to elect an alternative method of
satisfying your Tax Obligations with notice to the Company, which may include the following if specified by the Company (and the Company may with notice to you require any of the following methods): (i) by payment by you to the Company in cash
or by check an amount equal to the minimum amount of taxes that the Company concludes it is required to withhold under applicable law; or (ii) by the sale by you of a number of shares of Common Stock that are issued on the applicable vesting
date under the Restricted Stock Unit Award, which the Company determines is sufficient to generate an amount that meets the Tax Obligations plus additional shares to account for rounding and market fluctuations, and payment of such tax withholding
to the Company, and such shares may be sold as part of a block trade with other Participants. You hereby authorize the Company to withhold such tax withholding amount from any amounts owing to you to the Company and to take any action necessary in
accordance with this paragraph. 
 (c)    The Restricted Stock Unit Award is intended to
qualify for the short-term deferral exception to Section 409A of the Code described in the regulations promulgated thereunder, and therefore shares of Common Stock will be issued within 2 1/2 months after the taxable year in which the applicable portion of the Restricted Stock Unit Award is no longer subject to a substantial risk of forfeiture. 

4.    SECURITIES LAW
COMPLIANCE.  Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to deliver any Common Stock during any period when the Company determines that the
conversion of any portion of the Restricted Stock Unit Award or the delivery of shares hereunder would violate any federal, state or other applicable laws and/or may issue shares subject to any restrictive legends that, as determined by the
Company’s counsel, is necessary to comply with securities or other regulatory requirements. 

5.    RESTRICTIONS ON TRANSFER OF
AWARDS.  You understand and agree that the Restricted Stock Unit Award may not be sold, given, transferred, assigned, pledged or otherwise hypothecated. 

6.    CAPITALIZATION ADJUSTMENTS.  The number of
shares of Common Stock subject to your Restricted Stock Unit Award may be adjusted from time to time for Capitalization Adjustments. 
 7.    NO STOCKHOLDER RIGHTS.  You will have no voting or other rights as the Company’s
other stockholders with respect to the shares of Common Stock underlying the Restricted Stock Unit Award until issuance of such shares. 
 8.    DIVIDEND EQUIVALENT UNITS.  Unless otherwise determined by the Compensation Committee of the
Company’s Board of Directors in its sole discretion, you shall not have any rights to dividends or dividend equivalents in the event that the Company pays a cash dividend to holders of Common Stock generally. 

  

							
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 9.    INVOLUNTARY TERMINATION
FOLLOWING A CHANGE IN CONTROL. 
 (a)    If a Change in Control occurs and as of, or within six months after, the effective time of such Change in Control your Continuous Service terminates due to an involuntary
termination (not including death or Disability) without Cause or due to a voluntary termination which is a Resignation for Good Reason (as defined below), then, as of the date of termination of Continuous Service, twenty-five percent (25%) of
the portion of your Restricted Stock Unit Award subject to vesting that is unvested on the effective date of such termination will vest immediately upon such termination and the vested shares, less shares withheld for taxes, will be promptly
released to you. 
 (b)    “Resignation for Good Reason” means that
you voluntarily terminate employment after any of the following are undertaken without your express written consent: 
 (i)    the assignment to you of any duties or responsibilities that results in a significant diminution in your employment role in the Company as in effect immediately prior to the
effective date of the Change in Control; provided, however, that mere changes in your title or reporting relationships alone shall not constitute a basis for Resignation for Good Reason; 

(ii)    a greater than five percent (5%) aggregate reduction by the Company in your annual base
salary, as in effect on the effective date of the Change in Control or as increased thereafter; provided, however, that if there are across-the-board proportionate salary reductions for all officers, management-level and other salaried
employees due to the financial condition of the Company, a greater than ten percent (10%) aggregate reduction by the Company in your annual base salary will be required; 

(iii)    any failure by the Company to continue in effect any benefit plan or program, including
fringe benefits, incentive plans and plans with respect to the receipt of securities of the Company, in which you are participating immediately prior to the effective date of the Change in Control (hereinafter referred to as “Benefit
Plans”), or the taking of any action by the Company that would adversely affect your participation in or reduce your benefits under the Benefit Plans; provided, however, that a basis for Resignation for Good Reason shall not exist under
this clause (c) following a Change in Control if the Company offers a range of benefit plans and programs that, taken as a whole, is comparable to the Benefit Plans; or 

(iv)    a non-temporary relocation of your business office to a location more than fifty
(50) miles from the location at which you perform duties as of the effective date of the Change in Control, except for required travel by you on the Company’s business to an extent substantially consistent with your business travel
obligations prior to the Change in Control. 

  

							
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 (c)    If any payment or benefit you would receive
pursuant to a Change in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be
subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the
Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and
local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the
Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of cash
payments; cancellation of accelerated vesting of Stock Awards; reduction of employee benefits. In the event that acceleration of vesting of Stock Award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse
order of the date of grant of your Stock Awards (i.e., earliest granted Stock Award cancelled last). 
 The accounting
firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor
for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the
determinations by such accounting firm required to be made hereunder. 
 The accounting firm engaged to make the determinations
hereunder shall provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested at that time by you
or the Company) or such other time as requested by you or the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish you and
the Company with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the
Company. 
 10.     AWARD NOT A SERVICE
CONTRACT.  Your Restricted Stock Unit Award is not an employment or service contract, and nothing in your Restricted Stock Unit 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 of the Company or an Affiliate to continue your employment. In addition, nothing in your Restricted Stock Unit Award shall obligate the Company or an Affiliate, their
respective stockholders, 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. 

11.     NOTICES.  Any notices provided for in your Restricted Stock
Unit 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 mail 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. 

  

							
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 12.    GOVERNING PLAN
DOCUMENT.  Your Restricted Stock Unit Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Restricted Stock Unit 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 Restricted Stock Unit Award and those of the Plan,
the provisions of the Plan shall control. 

  

							
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