exv10w14



 





Exhibit 10.14




PHANTOM SHARE UNIT AGREEMENT

UNDER THE IONA TECHNOLOGIES PLC

2006 SHARE INCENTIVE PLAN



Name of Grantee:                                         



Target No. of Phantom Share Units Granted (based on achievement of “Target Performance” of the
Revenue and pro-forma Operating Income targets as set forth on Schedule I hereto):                                         



Stretch No. of Phantom Share Units Granted (based on achievement of “Stretch Performance” of the
Revenue and pro-forma Operating Income targets as set forth on Schedule I hereto):                                         



Grant Date:                                         



Pursuant to the IONA Technologies PLC 2006 Share Incentive Plan (the “Plan”) as amended through the
date hereof, IONA Technologies PLC (the “Company”) hereby grants a Phantom Share Unit award
consisting of up to the number of Phantom Share Units listed above (an “Award”) to the Grantee
named above. Each “Phantom Share Unit” shall relate to one Ordinary Share, par value €0.0025 per
share (“Ordinary Share”) of the Company specified above, subject to the restrictions and conditions
set forth herein and in the Plan.




1. Restrictions on Transfer of Award. The Award shall not be sold, transferred, pledged,
assigned or otherwise encumbered or disposed of by the Grantee, until (i) the Phantom Share Units
have vested as provided in Section 2 of this Agreement, and (ii) Ordinary Shares have been issued
pursuant to Section 5 of this Agreement.



2. Vesting.



          (a) Performance Based Vesting of Phantom Share Units. The Phantom Share Units shall be
eligible for vesting in accordance with the performance-based objectives (each, a
“Performance-Based Objective”) set forth on Schedule I hereto, so long as the Grantee
maintains a Business Relationship with the Company or any of its Subsidiaries upon the achievement
of such Performance-Based Objectives. For the purposes hereof, “Business Relationship” shall mean
the Grantee’s capacity as an employee, officer, director, consultant or other key person of the
Company of any of its Subsidiaries. Phantom Share Units that are eligible for vesting in
accordance with this Section 2 shall be referred to as “Performance Vested Phantom Share Units”.
Performance Vested Phantom Share Units shall be subject to further time-based vesting as forth in
Section 2(b) below. Promptly following the Administrator’s review of the Company’s performance
against the Performance Based Objectives and its determination of how many Phantom Share Units
shall become Performance Vested Phantom Share Units pursuant to this Award, the Company shall
notify the Grantee as to how many Phantom Share Units have become Performance Vested Phantom Share
Units in accordance with the terms hereof. Performance Vested Phantom Share Units shall be deemed
to have become Performance Vested Phantom Share Units as of                     . Any Phantom Share Units
that do not become Performance Vested Phantom Share Units shall lapse, effective as of                     .




          (b) Time-Based Vesting of Phantom Share Units. Performance Vested Phantom Share Units
shall be subject to further vesting in accordance with the schedule set forth below, provided in
each case that the Grantee maintains a Business Relationship with the Company or any of its
Subsidiaries on such Vesting Date.




	 	 	 	 	 	 
	 
	 	Incremental Number of	 	 	 	 
	 	Performance Vested Phantom Share Units subject to	 	 	 	 
	 	Time-Based Vesting	 	 	Time-Based Vesting Date	 
	 	 
	 	 	 	 
	 	 
	 	 	 	 
	 	 
	 	 	 	 
	 







3. Vesting on Death. If the Grantee’s Business Relationship terminates by reason of
the Grantee’s death or the Grantee dies within one (1) month of the termination of the Grantee’s
Business Relationship, any Performance Vested Phantom Share Units outstanding on such date shall
become fully vested.



4. Lapse. Subject to Section 3, in the event the Grantee’s Business Relationship
terminates for any reason prior to an applicable Vesting Date set forth in Section 2(b), all
Performance Vested Phantom Share Units that have not vested as of the date of such termination
shall immediately lapse on such date. If the Grantee’s Business Relationship terminates for any
reason prior to the date on which Phantom Share Units



 









 




become Performance Vested Phantom Share Units pursuant to Section 2(a), the Phantom Share
Units shall lapse as of the date of such termination.




5. Receipt of Ordinary Shares.



          (a) As soon as practicable (but no longer than thirty (30) days) following each Vesting Date
set forth in Section 2(b) or upon the full vesting of the Performance Vested Phantom Share Units
upon the death of the Grantee pursuant to Section 3, as applicable, the Company shall direct its
transfer agent to issue to the Grantee or his or her successors and assigns, as applicable, in book
entry form the number of Ordinary Shares equal to the number of Phantom Shares Units credited to
the Grantee that have vested pursuant to Section 2(b) and Section 3 of this Agreement on such date
in satisfaction of such Phantom Share Units; provided, however, that the issuance of such Ordinary
Shares shall be subject to payment in cash by the Grantee to the Company of the par value for each
Ordinary Share.




          (b) In each instance above, the issuance of Ordinary Shares shall be subject to the payment by
the Grantee by cash or other means acceptable to the Company of any federal, state, local and other
applicable taxes required to be withheld in connection with such issuance in accordance with
Section 8 of this Agreement. The Grantee understands that once Ordinary Shares have been delivered
by book entry to the Grantee in respect of the Phantom Shares Units, the Grantee will be free to
sell such Ordinary Shares, subject to applicable requirements of federal, national and state
securities laws and the Company’s Insider Trading Policy.




6. 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.



7. Transferability of this Agreement. This Agreement is personal to the Grantee, is
non-assignable and is not transferable in any manner, by operation of law or otherwise, other than
by will or the laws of descent and distribution.



8. Tax Withholding. The Grantee shall, not later than the date as of which the value
of any Phantom Share Units or other amounts received hereunder first becomes includible in the
gross income of the Grantee for U.S. Federal income tax purposes or, if the Grantee is located
outside the United States for income tax purposes in the relevant jurisdiction, pay to the Company
or a Subsidiary, or make arrangements satisfactory to the Administrator regarding payment of, any
U.S. federal, state, or local taxes of any kind or, if the Grantee is located outside the United
States, any income taxes, deductions or levies or other deductions of any kind applicable in the
relevant jurisdiction, required by law to be withheld by the Company or a Subsidiary with respect
to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the
right to deduct any such amounts from any payment of any kind otherwise due to the Grantee. The
Company’s obligation to deliver evidence of book entry (or share certificates) to the Grantee is
subject to and conditioned on tax withholding obligations being satisfied by the Grantee. Subject
to the consent of the Company, the Grantee may elect in writing, prior to the issuance of Ordinary
Shares in satisfaction of the Phantom Share Units, to direct that the Company shall reduce the
aggregate number of Ordinary Shares issuable in satisfaction of the Phantom Share Units by the
number of such Ordinary Shares having an aggregate Fair Market Value (as of the date of issuance of
the Ordinary Shares) equal to the income taxes, deductions, levies and other deductions payable in
respect of the issuance of such aggregate number of Ordinary Shares and upon such direction, the
Company shall discharge such taxes, deductions, levies and other deductions by payment directly to
the relevant authority.



9. No Obligation to Continue Business Relationship. Neither the Company nor any
Subsidiary nor the Grantee is obligated by or as a result of the Plan or this Agreement to continue
the Grantee’s Business Relationship with the Company or any of its Subsidiaries and neither the
Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary
or the Grantee to terminate the Business Relationship of the Grantee with the Company or any of its
Subsidiaries at any time. The Award shall not form part of the terms and conditions of employment
or engagement between the Grantee and the Company or any Subsidiary and consequently, rights and
obligations of the Grantee under the terms and conditions of his office with or employment or
engagement by any such company shall not be affected by his receipt of the Award. Accordingly, the
Grantee shall have no right to any compensation arising from the loss of his entitlement (for any
reason whatsoever) with respect to the Award as a result of the termination of his employment or
office (for



 









 




any reason whatsoever) whether such compensation is claimed by way of damages for wrongful
dismissal or other breach of contract or by way of compensation for loss of office or otherwise
howsoever.




10. 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.



11. Amendment. Pursuant to Section 15 of the Plan, the Administrator may at any time
amend or cancel any outstanding portion of this agreement, but no such action may be taken that
adversely affects the Grantee’s rights under this Agreement without the Grantee’s consent.



12. Governing Law. This Agreement is governed by and construed in accordance with the
laws of Ireland.



	 	 	 	 	 
	 	IONA TECHNOLOGIES PLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	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: 
	 
	 	 	 	  	 
	 
	 	 	 	  	 
	 
	 	 	 	  	 



 









 






	 	 	 	 	 



Schedule I