Form of Restricted Stock Unit Award Agrmt for Non-Employeee Directors 2012 Plan



 EXHIBIT 10.18 
 RESTRICTED STOCK UNIT AWARD AGREEMENT 
 FOR NON-EMPLOYEE DIRECTORS

 UNDER THE BRIGHTCOVE INC. 
 2012 STOCK INCENTIVE PLAN 
  

							
	Name of Grantee:	 	  
	 	
				
	No. of Restricted Stock Units:	 	  
	 		 	
				
	Grant Date:	 	  
	 		 	

 Pursuant to the Brightcove Inc. 2012 Stock Incentive Plan as amended through the date hereof (the
“Plan”), Brightcove Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of
Common Stock, par value $0.001 per share (the “Stock”) of the Company. 
 1. Restrictions on Transfer of Award.
This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or
disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement. 

2. Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the
Vesting Date or Dates specified in the following schedule so long as the Grantee remains in service as a member of the Board on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall
lapse only with respect to the number of Restricted Stock Units specified as vested on such date. 
  

			
	 Incremental Number of
Restricted Stock Units Vested
	  	 Vesting Date

		
	
                    (  
  %)
	  	
	
                    (  
  %)
	  	
	
                    (  
  %)
	  	
	
                    (  
  %)
	  	

 The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.

 3. Termination of Service. If the Grantee’s service with the Company and its Subsidiaries terminates for any
reason (including death or disability) prior to the satisfaction of 







 
the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and
neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units. 

4. Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half
months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this
Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares. 
 5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the
Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein. 

6. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the
settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. 
 7. No Obligation to Continue as a Director. Neither the Plan nor this Award confers upon the Grantee any rights with respect to continuance as a Director. 

8. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all
prior agreements and discussions between the parties concerning such subject matter. 

  
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 9. Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. 

 

					
		 	BRIGHTCOVE INC.
			
		 	By:	 	  

		 		 	Title:

 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.

  

							
	Dated:	 	  
	 		 	  

		 		 		 	Grantee’s Signature
				
		 		 		 	Grantee’s name and address:
				
		 		 		 	  

				
		 		 		 	  

				
		 		 		 	  



  
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