WWW.EXFILE.COM - 13026 - AMERICAN POWER CONVERSION CORPORATION - EXHIBIT 10.2




EXHIBIT 10.2 



AMERICAN POWER CONVERSION CORPORATION 



Restricted Stock Unit Agreement 



        American
Power Conversion Corporation, a Massachusetts corporation (the “Company”),
hereby grants as of the award date below (“Award Date”) to the person named
below (the “Recipient”), and the Recipient hereby accepts, an award
(“Award”) of Restricted Stock Units (“RSU”) that will begin vesting as
of the Award Date and will vest as described in the Vesting Schedule, such Award to be
subject to the terms and conditions specified in the attached Exhibit A. 





		Recipient Name:		
	
	 
		Award Date:		
	
	 
		Number of RSUs:		
	
	 
		Vesting Schedule:			
	 
		        Vesting Date		Number of RSUs	



 










        By
signing this Agreement, the Recipient acknowledges receipt of a copy of this Agreement and
a copy of the Plan (as defined below) and the Prospectus related thereto. 



        This
Agreement will be effective only upon execution by the Recipient and delivery of such
signed Agreement to the Company. 



        IN
WITNESS WHEREOF, the Company and the Recipient have caused this instrument to be executed
as of the Award Date set forth above. 


 







			AMERICAN POWER CONVERSION CORPORATION
	
(Recipient Signature)		
	 
	 
	
(Street Address) 		
	 
	 
	
(City/State/Zip Code)		By:    

			Name:
			Title:










Exhibit A 



Restricted Stock Unit
Agreement
Terms and Conditions  



             1.    
          Award. The Recipient is hereby granted an Award of RSUs, effective as
          of the date set forth on the cover page attached hereto (the “Award
          Date”), subject to the terms and condition set forth herein (collectively
          with the cover page, the “Agreement”), and subject to and governed by
          the Company’s 2004 Long Term Incentive Plan (the “Plan”). Such
          Award is considered a Stock Award under the Plan. Capitalized terms not
          otherwise defined herein shall have the meanings ascribed to them in the Plan.
          Each RSU represents the right to receive one share of the Company’s Common
          Stock upon the satisfaction of terms and conditions set forth in this Agreement
          and the Plan. 



             2.    
          Vesting. Except as set forth in Section 5 herein, the RSUs will remain
          restricted and may not be sold, assigned, exchanged, pledged or otherwise
          transferred by the Recipient until the RSUs have become vested pursuant to the
          terms of this Agreement. The RSUs will vest as provided on the cover page
          hereto. Each date on which a portion of the Award vests shall be
          referred to herein as a “Vesting Date.” 



             3.    
          Distribution of the Award; Dividend Equivalents. As soon as reasonably
          practicable following each Vesting Date, the Company will release the portion of
          the Award that has become vested as of such Vesting Date in the form of shares
          of the Company’s Common Stock. The Company shall provide the Recipient with
          at least seven (7) days written notice prior to the Vesting Date; such notice to
          specify the amount that the Recipient is required to pay to satisfy any
          applicable withholding Taxes (as hereinafter defined). The Recipient may deposit
          with the Company an amount of cash equal to the amount determined by the
          Company, utilizing a tax rate determined by the Company in its reasonable
          discretion, to be required with respect to any withholding taxes, FICA
          contributions, or the like under any national, federal, state, local or other
          statute, ordinance, rule, or regulation in connection with the award or
          settlement of the restricted stock units (the “Taxes”). Alternatively,
          if the Company does not receive such amount from the Recipient at least two (2)
          days prior to the Vesting Date, the Company will withhold a number of shares
          (rounded up to the nearest whole share) of the Company’s Common Stock with
          a market value equal to the amount of such Taxes associated with the vesting or
          settlement of the Award; provided, however, that the Company shall not be
          liable for determining the exact number of shares, for selling shares in excess
          of that required to satisfy such tax obligation nor for obtaining the highest
          sales price for any such shares. 



              The
Recipient shall have the right to receive dividend equivalent payments with respect to the
Common Stock subject to the Award as provided in this paragraph. Upon each Vesting Date,
Recipient shall be entitled to receive a dividend equivalent payment in respect of the
shares of Common Stock covered by the Award that are not vested on the record date for
each dividend payment made by the Corporation on its Common Stock for which the record
date occurred (i) on or after the Award Date or the immediately preceding Vesting Date, as
the case may be, and (ii) prior to the applicable Vesting Date, in an amount in cash equal
to the amount of any dividend which otherwise would have been paid to the Recipient if
such unvested shares had been issued for the benefit of the Recipient on the record dates
for such dividend payments, subject to any applicable withholding for Taxes. Such dividend
equivalent payments may be settled by the Company subject to such other conditions or
terms that the Committee may establish. Except for dividend equivalent payments, the
Recipient shall have no rights as a stockholder, including voting rights, with respect to
the RSUs. 



             4.    
          Termination of Service Relationship. If the Recipient ceases to maintain
          a Service Relationship with the Company for any reason, any portion of the Award
          that has not become vested on or prior to the date of such cessation shall
          thereupon be forfeited. 



             5.    
          Award Not Transferable. The Award will not be assignable or transferable
          by the Recipient, other than by will or by the laws of descent and distribution. 



             6.    
          Transferability of Award Shares. Until registered under the Securities
          Act of 1933, as amended, or any successor statute (the “Securities
          Act”), the shares of Common Stock represented by the RSUs will be of an
          illiquid nature and will be deemed to be “restricted securities” for
          purposes of the Securities Act. Accordingly, such shares must be sold in
          compliance with the registration requirements of the Securities Act or an
          exemption therefrom. The Company reserves the right to place restrictions
          required by law on any shares of the Company’s Common Stock received by the
          Recipient pursuant to the Award. 



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             7.    
          Conformity with the Plan. The Award is intended to conform in all
          respects with, and is subject to applicable provisions of, the Plan. To the
          extent that any provision of this Agreement conflicts with the express terms of
          the Plan, it is hereby acknowledged and agreed that the terms of the Plan shall
          control and, if necessary, the applicable provisions of this Agreement shall be
          deemed to be amended so as to carry out the purpose and intent of the Plan. By
          the Recipient’s acceptance of this Agreement, the Recipient agrees to be
          bound by all of the terms of this Agreement and the Plan. Notwithstanding any
          other provision of this Section 7, in the event that the provisions of this
          Agreement are subject to Section 409A of the Internal Revenue Code of 1986, as
          amended, and the Treasury Regulations promulgated thereunder (“Section
          409A”), the provisions of this Agreement shall comply with, and shall be
          interpreted in a manner consistent with, Section 409A. 



             8.    
          No Rights to Continued Employment. Nothing in this Agreement confers any
          right on the Recipient to continue Recipient’s Service Relationship with
          the Company or a Subsidiary or affects in any way the right of any of the
          Company or a Subsidiary to terminate the Recipient’s Service Relationship. 



             9.    
          Miscellaneous. 



          		        (a)       
               Notices. All notices hereunder shall be in writing and shall be deemed
               given when sent by certified or registered mail, postage prepaid, return receipt
               requested, if to the Recipient, to the address set forth above or at the address
               shown on the records of the Company, and if to the Company, to the
               Company’s principal executive offices, attention of the Corporate
               Secretary. 



               



          		        (b)       
               Entire Agreement; Modification. This Agreement constitutes the entire
               agreement between the parties relative to the subject matter hereof, and
               supersedes all proposals, written or oral, and all other communications between
               the parties relating to the subject matter of this Agreement. The Company may
               amend, suspend or terminate the Plan, this Agreement and the Award granted
               hereunder at any time; provided, however, that no such amendment, suspension or
               termination may materially impair any Award without the Recipient’s written
               consent. 



               



          		        (c)       
                Fractional Shares. If the shares under this Award become issuable
               for a fraction of a share because of the adjustment provisions contained in the
               Plan, such fraction shall be rounded down to the nearest whole share. 



               



          		        (d)       
               Severability. The invalidity, illegality or unenforceability of any
               provision of this Agreement shall in no way affect the validity, legality or
               enforceability of any other provision. 



               



     	 	        (e)        
          Successors and Assigns. Except as provided herein, this Agreement shall
          be binding upon and inure to the benefit of the parties hereto and their
          respective successors and assigns, subject to the limitations set forth in
          Section 5 hereof. 



          



          		        (f)       
               Governing Law. Participants and the Company agree to resolve issues that
               may arise out of or relate to the Plan or the same subject matter by binding
               arbitration in Providence, Rhode Island in accordance with the rules of the
               American Arbitration Association. The Plan and Award granted hereunder,
               including the Agreement, shall be governed by and construed in accordance with
               the laws of the Commonwealth of Massachusetts, excluding its conflicts or choice
               of law rules or principles that might otherwise refer construction or
               interpretation of this Agreement to the substantive law of another jurisdiction. 



               



          		        (g)       
               Data Protection Waiver. The Recipient understands and consent to the
               Company or its agents or independent contractors appointed to administer the
               Plan obtaining certain of the Recipient’s personal employment information
               required for the effective administration of the Plan and that such information
               may be transmitted outside of the country of the Recipient’s employment
               and/or residence. 



               



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