exv10w3






Exhibit 10.3




SoundBite Communications, Inc.

Restricted Stock Unit Grant Notice

(2007 Stock Incentive Plan)



SoundBite Communications, Inc. (the “Company”), pursuant to its 2007 Stock Incentive Plan (the
“Plan”), hereby awards to Participant a Restricted Stock Unit award for the number of shares of the
Company’s Common Stock set forth below (the
“Award”). The Award is subject to all of the terms and
conditions as set forth herein and in the Plan and the Restricted Stock Unit Agreement, both of
which are attached hereto and incorporated herein in their entirety. Capitalized terms not
otherwise defined herein shall have the meanings set forth in the Plan or the Restricted Stock Unit
Agreement. In the event of any conflict between the terms in the Award and the Plan, the terms of
the Plan shall control.




	 	 	 
	Participant:
	 	 
	 

	 	 
	Date of Grant:
	 	 
	 

	 	 
	Vesting Commencement Date:
	 	 
	 

	 	 
	Number of Units/Shares Subject to Award:
	 	 
	 

	 	 
	Consideration:

	 	Participant’s past services






	 	 	 
	Vesting Schedule:

	 	[                                                                                                                                            ].
	 
	 	 
	 

	 	Notwithstanding the foregoing, [(a)] vesting shall terminate upon the
Participant’s termination of Continuous Service (as defined in the Restricted
Stock Unit Agreement) and (b) _________% of the {then-remaining number of unvested
Units/Shares}{total number of Units/Shares} shall vest effective immediately
prior to a Change in Control Event (as defined in the Plan) and the remaining
unvested Units/Shares, if any, shall continue to vest pursuant to the vesting
schedule set forth above, provided that such unvested Units/Shares shall vest
as to                     ].
	 
	 	 
	Issuance Schedule:

	 	 The shares will be issued in accordance with the issuance schedule set forth in
Section 6 of the Restricted Stock Unit Agreement.





Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and
understands and agrees to, this Restricted Stock Unit Grant Notice, the Restricted Stock Unit
Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this
Restricted Stock Unit Grant Notice, the Restricted Stock Unit Agreement and the Plan set forth the
entire understanding between Participant and the Company regarding the acquisition of stock in the
Company and supersede all prior oral and written agreements on that subject with the exception of
(i) awards previously granted and delivered to Participant under the Plan or the Company’s 2000
Stock Option Plan and (ii) the following agreements only:




	 	 	 	 	 
	 

	 	 	 	 
	Other Agreements:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	SoundBite Communications, Inc.	 	Participant:	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Signature	 	Signature
	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 






			
	Attachments:	 	Restricted Stock Unit Agreement, 2007 Stock Incentive Plan










 









 








Attachment I




SoundBite Communications, Inc.

2007 Stock Incentive Plan

Restricted
Stock Unit Agreement




     Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted
Stock Unit Agreement (the “Agreement”) and in consideration of your services, SoundBite
Communications, Inc. (the “Company”) has awarded you a Restricted Stock Unit award (the “Award”)
under its 2007 Stock Incentive Plan (the “Plan”). Your Award is granted to you effective as of the
Date of Grant set forth in the Grant Notice for this Award. This Agreement shall be deemed to be
agreed to by the Company and you upon the signing by you of the Grant Notice to which it is
attached. Defined terms not explicitly defined in this Agreement shall have the same meanings
given to them in the Plan. In the event of any conflict between the terms in this Agreement and
the Plan, the terms of the Plan shall control. The details of your Award, in addition to those set
forth in the Grant Notice and the Plan, are as follows.



     1. Grant of the Award. This Award represents the right to be issued on a future date
the number of shares of Common Stock as indicated in the Grant Notice. As of the Date of Grant,
the Company will credit to a bookkeeping account maintained by the Company for your benefit (the
“Account”) the number of shares of Common Stock subject to the Award. This Award was granted in
consideration of your services to the Company. Except as otherwise provided herein, you will not
be required to make any payment to the Company (other than past and future services to the Company)
with respect to your receipt of the Award, the vesting of the shares or the delivery of the
underlying Common Stock.



     2. Vesting. Subject to the limitations contained herein, your Award will vest, if at
all, in accordance with the vesting schedule provided in the Grant Notice, provided that vesting
will cease upon the termination of your Continuous Service (as defined in Section 22(b)). Upon
such termination of your Continuous Service, the shares credited to the Account that were not
vested on the date of such termination will be forfeited at no cost to the Company and you will
have no further right, title or interest in or to such underlying shares of Common Stock.



     3. Number of Shares.



          (a) The number of units/shares subject to your Award may be adjusted from time to time for
capitalization adjustments caused by certain changes in capitalization, as described in Section
9(a) of the Plan (“Capitalization Adjustments”).




          (b) Any shares, cash or other property that becomes subject to the Award pursuant to this
Section 3, if any, shall be subject, in a manner determined by the Board, to the same forfeiture
restrictions, restrictions on transferability, and time and manner of delivery as applicable to the
other shares covered by your Award.




          (c) Notwithstanding the provisions of this Section 3, no fractional shares or rights for
fractional shares of Common Stock shall be created pursuant to this Section 3. The Board shall, in
its discretion, determine an equivalent benefit for any fractional shares or fractional shares that
might be created by the adjustments referred to in this Section 3.




     4. Securities Law Compliance. You may not be issued any shares under your Award
unless either (a) the shares are registered under the Securities Act of 1933, as amended (the
“Securities Act”) or



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(b) the Company has determined that such issuance would be exempt from the registration
requirements of the Securities Act. Your Award also must 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.




     5. Transfer Restrictions. Prior to the time that shares of Common Stock have been
delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the
shares issuable in respect of your Award, except as expressly provided in this Section 5. For
example, you may not use shares that may be issued in respect of your Restricted Stock Units as
security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you
of shares in respect of your vested Restricted Stock Units.



          (a) Death. Your Award is transferable by will and by the laws of descent and distribution.
In addition, upon receiving written permission from the Board or its duly authorized designee, you
may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory
to the Company and any broker designated by the Company to effect transactions under the Plan,
designate a third party who, in the event of your death, shall thereafter be entitled to receive
any distribution of Common Stock or other consideration to which you were entitled at the time of
your death pursuant to this Agreement. In the absence of such a designation, your executor or
administrator of your estate shall be entitled to receive, on behalf of your estate, such Common
Stock or other consideration.




          (b) Certain Trusts. Upon receiving written permission from the Board or its duly authorized
designee, you may transfer your Award to a trust if you are considered to be the sole beneficial
owner (determined under Section 671 of the Code and applicable state law) while the Award is held
in the trust, provided that you and the trustee enter into transfer and other agreements required
by the Company.




          (c) Domestic Relations Orders. Upon receiving written permission from the Board or its duly
authorized designee, and provided that you and the designated transferee enter into transfer and
other agreements required by the Company, you may transfer your Award or your right to receive the
distribution of Common Stock or other consideration thereunder, pursuant to a domestic relations
order that contains the information required by the Company to effectuate the transfer. You are
encouraged to discuss the proposed terms of any division of this Award with the Company prior to
finalizing the domestic relations order to help ensure the required information is contained within
the domestic relations order.




     6. Date of Issuance. 



          (a) The Company will deliver to you a number of shares of Common Stock equal to the number of
vested shares subject to your Award, including any additional shares received pursuant to Section 3
above that relate to those vested shares on the applicable vesting date(s). However, if a
scheduled delivery date falls on a date that is not a business day, such delivery date shall
instead fall on the next following business day.




          (b) Notwithstanding the foregoing, in the event that (i) you are subject to the Company’s
policy permitting certain individuals to sell shares only during certain “window” periods, in
effect from time to time or you are otherwise prohibited from selling shares of Common Stock in the
public market and any shares covered by your Award are scheduled to be delivered on a day (the
“Original Distribution Date”) that does not occur during an open “window period” applicable to you,
as determined by the Company in accordance with such policy, or does not occur on a date when you
are otherwise permitted to sell shares of the Company’s common stock on the open market, and (ii)
the Company elects not to satisfy its tax withholding obligations by withholding shares from your
distribution, then such shares shall not be delivered on such Original Distribution Date and shall
instead be delivered on the first business






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day of the next occurring open “window period” applicable to you pursuant to such policy
(regardless of whether you are still providing Continuous Service at such time) or the next
business day when you are not prohibited from selling shares of Common Stock in the open market,
but in no event later than the fifteenth day of the third calendar month of the calendar year
following the calendar year in which the shares of Common Stock originally became vested. The form
of such delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be
determined by the Company. In all cases, the delivery of shares under this Award is intended to
comply with Treasury Regulation 1.409A-1(b)(4) and shall be construed and administered in such a
manner.




     7. Dividends. You shall receive no benefit or adjustment to your Award with respect
to any cash dividend, stock dividend or other distribution that does not result from a
Capitalization Adjustment; provided, however, that this sentence shall not apply with respect to
any shares of Common Stock that are delivered to you in connection with your Award after such
shares have been delivered to you.



     8. Restrictive Legends. The shares issued under your Award shall be endorsed with
appropriate legends determined by the Company.



     9. Award not a Service Contract.



          (a) Your Continuous Service with the Company or an Affiliate (as defined in Section 22(a)) is
not for any specified term and may be terminated by you or by the Company or an Affiliate at any
time, for any reason, with or without cause and with or without notice. Nothing in this Agreement
(including, but not limited to, the vesting of your Award pursuant to the schedule set forth in
Section 2 herein or the issuance of the shares subject to your Award), the Plan or any covenant of
good faith and fair dealing that may be found implicit in this Agreement or the Plan shall: (i)
confer upon you any right to continue in the employ of, or affiliation with, the Company or an
Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the
fact or nature of future positions, future work assignments, future compensation or any other term
or condition of employment or affiliation; (iii) confer any right or benefit under this Agreement
or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement
or Plan; or (iv) deprive the Company of the right to terminate you at will and without regard to
any future vesting opportunity that you may have.




          (b) By accepting this Award, you acknowledge and agree that the right to continue vesting in
the Award pursuant to Section 2 and the schedule set forth in the Grant Notice is earned only by
continuing as an employee, director or consultant at the will of the Company (not through the act
of being hired, being granted this Award or any other award or benefit) and that the Company has
the right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or
Affiliates at any time or from time to time, as it deems appropriate (a “reorganization”). You
further acknowledge and agree that such a reorganization could result in the termination of your
Continuous Service, or the termination of Affiliate status of your employer and the loss of
benefits available to you under this Agreement, including but not limited to, the termination of
the right to continue vesting in the Award. You further acknowledge and agree that this Agreement,
the Plan, the transactions contemplated hereunder and the vesting schedule set forth herein or any
covenant of good faith and fair dealing that may be found implicit in any of them do not constitute
an express or implied promise of continued engagement as an employee or consultant for the term of
this Agreement, for any period, or at all, and shall not interfere in any way with your right or
the Company’s right to terminate your Continuous Service at any time, with or without cause and
with or without notice.




     10. Withholding Obligations.



          (a) On or before the time you receive a distribution of the shares subject to your Award, or
at any time thereafter as requested by the Company, you hereby authorize any required withholding
from the






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Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any
sums required to satisfy the federal, state, local and foreign tax withholding obligations of the
Company or any Affiliate which arise in connection with your Award (the “Withholding Taxes”).
Additionally, the Company may, in its sole discretion, satisfy all or any portion of the
Withholding Taxes obligation relating to your Award by any of the following means or by a
combination of such means: (i) withholding from any compensation otherwise payable to you by the
Company; (ii) causing you to tender a cash payment; (iii) permitting you to enter into a “same day
sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory
Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be
delivered under the Award to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably
commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company
and/or its Affiliates or (iv) withholding shares of Common Stock from the shares of Common Stock
issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured
as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of
such Withholding Taxes; provided, however, that the number of such shares of Common Stock so
withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding
obligations using the minimum statutory withholding rates for federal, state, local and foreign tax
purposes, including payroll taxes, that are applicable to supplemental taxable income.




          (b) Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied,
the Company shall have no obligation to deliver to you any Common Stock.




          (c) In the event the Company’s obligation to withhold arises prior to the delivery to you of
Common Stock or it is determined after the delivery of Common Stock to you that the amount of the
Company’s withholding obligation was greater than the amount withheld by the Company, you agree to
indemnify and hold the Company harmless from any failure by the Company to withhold the proper
amount.




     11. Unsecured Obligation. Your Award is unfunded, and as a holder of a vested Award,
you shall be considered an unsecured creditor of the Company with respect to the Company’s
obligation, if any, to issue shares pursuant to this Agreement. You shall not have voting or any
other rights as a stockholder of the Company with respect to the shares to be issued pursuant to
this Agreement until such shares are issued to you pursuant to Section 6 of this Agreement. Upon
such issuance, you will obtain full voting and other rights as a stockholder of the Company.
Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create
or be construed to create a trust of any kind or a fiduciary relationship between you and the
Company or any other person.



     12. Other Documents. You hereby acknowledge receipt or the right to receive a
document providing the information required by Rule 428(b)(1) promulgated under the Securities Act,
which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy
permitting certain individuals to sell shares only during certain “window” periods and the
Company’s insider trading policy, in effect from time to time.



     13. 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 days after deposit in the United States mail, postage prepaid, addressed
to you at the last address you provided to the Company. Notwithstanding the foregoing, the Company
may, in its sole discretion, decide to deliver any documents related to participation in the Plan
and this Award by electronic means or to request your consent to participate in the Plan by
electronic means. You hereby consent to receive such documents by electronic delivery and, if
requested, to agree to participate in the Plan through an on-



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line or electronic system established and maintained by the Company or another third party
designated by the Company.




     14. 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.




          (d) This Agreement shall be subject to all applicable laws, rules, and regulations, and to
such approvals by any governmental agencies or national securities exchanges as may be required.




          (e) All obligations of the Company under the Plan and this Agreement shall be binding on any
successor to the Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.




     15. 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. Except as expressly provided herein, in the event of any conflict
between the provisions of your Award and those of the Plan, the provisions of the Plan shall
control.



     16. Severability. If all or any part of this Agreement or the Plan is declared by
any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity
shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or
invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or
invalid shall, if possible, be construed in a manner which will give effect to the terms of such
Section or part of a Section to the fullest extent possible while remaining lawful and valid.



     17. Effect on Other Employee Benefit Plans. The value of the Award subject to this
Agreement shall not be included as compensation, earnings, salaries, or other similar terms used
when calculating the employee’s benefits under any employee benefit plan sponsored by the Company
or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves
its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit
plans.



     18. Choice of Law. The interpretation, performance and enforcement of this Agreement
will be governed by the law of the state of Delaware without regard to such state’s conflicts of
laws rules.



     19. Amendment. This Agreement may not be modified, amended or terminated except by
an instrument in writing, signed by you and by a duly authorized representative of the Company.
Notwithstanding the foregoing, this Agreement may be amended solely by the Board by a writing which
specifically states that it is amending this Agreement, so long as a copy of such amendment is
delivered to you, and provided that, except as otherwise expressly provided in the Plan, no such
amendment adversely



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affecting your rights hereunder may be made without your written consent. Without limiting the
foregoing, the Board reserves the right to change, by written notice to you, the provisions of this
Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a
result of any change in applicable laws or regulations or any future law, regulation, ruling, or
judicial decision, provided that any such change shall be applicable only to rights relating to
that portion of the Award which is then subject to restrictions as provided herein.




     20. Compliance with Section 409A of the Code. This Award is intended to comply with
the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4).
Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements
of the short-term deferral rule and is otherwise deferred compensation subject to Section 409A, and
if you are a “Specified Employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of the
Code) as of the date of your separation from service (within the meaning of Treasury Regulation
Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of
the separation from service or within the first six months thereafter will not be made on the
originally scheduled date(s) and will instead be issued in a lump sum on the date that is six
months and one day after the date of the separation from service, with the balance of the shares
issued thereafter in accordance with the original vesting and issuance schedule set forth above,
but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of
taxation on you in respect of the shares under Section 409A of the Code. Each installment of
shares that vests is intended to constitute a “separate payment” for purposes of Treasury
Regulation Section 1.409A-2(b)(2). 



     21. No Obligation to Minimize Taxes.  The Company has no duty or obligation to
minimize the tax consequences to you of this Award and shall not be liable to you for any adverse
tax consequences to you arising in connection with this Award. You are hereby advised to consult
with your own personal tax, financial and/or legal advisors regarding the tax consequences of this
Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and
voluntarily declined to do so.



     22. Definitions. As used in the Agreement, the following definitions shall apply to the
capitalized terms indicated below:



          (a) “Affiliate” means, at the time of determination, any of the Company’s parent or subsidiary
corporations as defined in Sections 424(e) or (f) of the Code and any other business venture
(including, without limitation, joint venture or limited liability company) in which the Company
has a controlling interest, as determined by the Company’s Board.




          (b) “Continuous Service” means that your service with the Company or an Affiliate, whether as
an employee, director or consultant, is not interrupted or terminated. A change in the capacity in
which you render service to the Company or an Affiliate as an employee, consultant or director or a
change in the entity for which you render such service, provided that there is no interruption or
termination of your service with the Company or an Affiliate, shall not terminate your Continuous
Service; provided, however, if the entity for which you are rendering services ceases to qualify as
an Affiliate, as determined by the Board, in its sole discretion, your Continuous Service shall be
considered to have terminated on the date such entity ceases to qualify as an Affiliate. To the
extent permitted by law, the Board or the chief executive officer of the Company, in that party’s
sole discretion, may determine whether Continuous Service shall be considered interrupted in the
case of (i) any leave of absence approved by the Board or chief executive officer, including sick
leave, military leave or any other personal leave, or (ii) transfers between the Company, an
Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence shall be treated
as Continuous Service for purposes of vesting in the Award only to such extent as may be provided
in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or
policy applicable to you, or as otherwise required by law.







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Attachment II




SoundBite Communications, Inc.

2007 Stock Incentive Plan




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