outstanding capital stock of the Company immediately following such transaction or (iii) thesale of all or substantially all of the assets of the Company; provided that suchAcquisition event also constitutes a “change in the ownership or effective control of a corporationor a change in the ownership of a substantial portion of the assets of a corporation,” as definedfor purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the guidanceissued thereunder (“Section 409A”).     3. Forfeiture of Unvested Restricted Shares Upon Termination of Director Service. Inthe event that the Recipient ceases to serve as a director of the Company for any reason or noreason prior to the vesting of the Restricted Shares, the Restricted Shares shall be forfeitedimmediately and automatically to the Company, without the payment of any consideration to theRecipient, effective as of such termination of director service. For purposes of clarification, ifthe cessation of the Recipient’s service as a director of the Company occurs in connection with theclosing of an Acquisition, the Restricted Shares shall be deemed to vest immediately prior to suchcessation of service and shall not be forfeited. The Recipient hereby authorizes the Company totake any actions necessary or appropriate to cancel any certificate(s) representing forfeitedRestricted Shares and transfer ownership of such forfeited Restricted Shares to the Company. TheRecipient shall have no further rights with respect to any Restricted Shares that are so forfeited.     4. Distribution of Shares; Deferral of Delivery. The Secretary shall deliver to theRecipient a certificate representing the vested Restricted Shares upon the earlier of (a) such timeas the Recipient ceases to serve as a director of the Company provided that such cessationconstitutes a “separation from service” as defined in Section 409A and (b) an Acquisition of theCompany (the first of such events, the “Delivery Date”). Notwithstanding any provision of thisAgreement or the Plan to the contrary, (x) neither the Company nor the Recipient may accelerate ordefer the delivery of the Restricted Shares and (y) in the event that the Recipient is a “specifiedemployee” within the meaning of Section 409A upon his or her “separation from service”, then theDelivery Date shall be delayed until the date that is six months and one day after the separationfrom service.     5. Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge,hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) anyRestricted Shares, or any interest therein, until the Delivery Date. The Company shall not berequired (i) to transfer on its books any of the Restricted Shares which have been transferred inviolation of any of the provisions of this Agreement or (ii) to treat as owner of such RestrictedShares or to pay dividends to any transferee to whom such Restricted Shares have been transferredin violation of any of the provisions of this Agreement.     6. Restrictive Legends. Prior to the Delivery Date, all certificates representingRestricted Shares shall have affixed thereto a legend in substantially the following form, inaddition to any other legends that may be required under applicable law:     “These shares of stock are subject to forfeiture provisions and restrictions ontransfer set forth in a certain Restricted Stock Agreement between the corporation and theregistered owner of these shares (or his or her predecessor in interest), and such Agreement isavailable for inspection without charge at the office of the Secretary of the corporation.”
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     7. Rights as a Shareholder. Except as otherwise provided in this Agreement, forso long as the Recipient is the registered owner of the Restricted Shares, the Recipient shall haveall rights as a shareholder with respect to the Restricted Shares, whether vested or unvested,including, without limitation, any rights to vote the Restricted Shares and act in respect of theRestricted Shares at any meeting of shareholders; provided, however, that if any dividends ordistributions are paid or made with respect to Restricted Shares (including cash dividends, ordividends or distributions consisting of shares of capital stock or other property), such dividendsor distributions will be subject to the same restrictions on transferability and forfeitability asthe shares of Restricted Stock with respect to which they were paid. Any dividends shall bedelivered to the escrow agent designated in the Joint Escrow Instructions at the timesuch amounts are paid to stockholders generally. Any dividends so delivered to the escrow agentshall be held in escrow for distribution to the Recipient in accordance with the terms of the JointEscrow Instructions.     8. Provisions of the Plan. This Agreement is subject to the provisions of the Plan, acopy of which is furnished to the Recipient with this Agreement.     9. Acknowledgments. The Recipient acknowledges that he or she is responsiblefor obtaining the advice of the Recipient’s own tax advisors with respect to the issuance of theRestricted Shares and the Recipient is relying solely on such advisors and not on any statements orrepresentations of the Company or any of its agents with respect to the tax consequences relatingto the Restricted Shares. The Recipient understands that the Recipient (and not the Company) shallbe responsible for the Recipient’s tax liability that may arise in connection with the issuance,vesting, delivery and/or disposition of the Restricted Shares. The Recipient acknowledges that heor she has decided not to make an election under Section 83(b) of the Internal Revenue Code, asamended, with respect to the issuance of the Restricted Shares.     10. Miscellaneous.          (a) Authority of Compensation Committee. In making any decisions ortaking any actions with respect to the matters covered by this Agreement, the CompensationCommittee shall have all of the authority and discretion, and shall be subject to all of theprotections, provided for in the Plan. All decisions and actions by the Compensation Committeewith respect to this Agreement shall be made in the Compensation Committee’s discretion and shallbe final and binding on the Recipient.          (b) Recipient’s Acknowledgments. The Recipient acknowledges that he orshe has read this Agreement, has received and read the Plan, and understands the terms andconditions of this Agreement and the Plan.         **NETEZZA CORPORATION**           By:         Name: Patrick J. Scannell, Jr.      Title: Sr. Vice President & CFO           Accepted and Agreed:              
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Exhibit ANetezza CorporationJoint Escrow Instructions                     ___, 20___Corey C. DuFresne