Form of Restricted Stock Unit Agreement for 2007 Omnibus Incentive Plan



 EXHIBIT 10.6(c) 
 NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD 
 SPARK NETWORKS, INC. 
 2007 OMNIBUS INCENTIVE PLAN 
 FOR GOOD AND VALUABLE
CONSIDERATION, Spark Networks, Inc. (the “Company”) hereby grants, pursuant to the provisions of the Company’s 2007 Omnibus Incentive Plan (the “Plan”), to the Participant designated in this Notice of Grant of Restricted
Stock Unit Award (the “Notice”) the number of shares of the common stock of the Company set forth in the Notice, subject to certain restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms
and Conditions of Restricted Stock Unit Award (the “Agreement”). Also enclosed is a copy of the information statement describing important provisions of the Plan. 
 Participant: [                    ] 
 Grant Date: [                    ] 
 # of Restricted Stock Units: [                    ] 
 Purchase Price: Subject to the withholding provisions of Paragraph 5 of the Terms and Conditions, this Restricted Stock Unit Award does not require the
Participant to pay any purchase price or other cash consideration in connection with this Award, including the issuance or delivery of Common Stock upon vesting of the Award. 
 Vesting Schedule: Subject to the provisions contained in Paragraphs 4, 5 and 6 of the Terms and Conditions, this Restricted Stock Unit Award shall vest, and the applicable Restrictions set forth in the Terms
and Conditions shall lapse in accordance with the following schedule, in the event the Participant does not have a Termination of Service prior to the applicable vesting date: 
  

				
	 Date of Vesting
	  	Cumulative Amount Vested	 
	 [Sample Vesting Schedule]
	  		
	 First Anniversary of Grant Date
	  	25	%
	 Second Anniversary of Grant Date
	  	50	%
	 Third Anniversary of Grant Date
	  	75	%
	 Fourth Anniversary of Grant Date
	  	100	%

 Change in Control: Notwithstanding the foregoing vesting schedule, the Restricted Stock Unit Award will be
deemed fully vested and no longer subject to forfeiture in the event of a Change in Control of the Company (as defined in and subject to the provisions of the Plan). 
 Stockholder Approval and Forfeiture: Notwithstanding the vesting schedule above, this Award is subject to stockholder approval of the Plan and, unless and until stockholder approval is obtained, this Award
shall not be deemed vested in whole or in part and no Common Stock shall be issued or issuable with respect to this Award. If stockholder approval of the Plan is not obtained within one year after the Grant Date, this Award will terminate ab
initio and be of no further force and effect. The Participant’s rights in the Restricted Stock Unit Award on which the Restrictions have not lapsed pursuant to the vesting schedule provisions above shall be forfeited in full in the event of
the Participant’s Termination of Service for any reason. 







 By signing below, the Participant agrees that this Restricted Stock Unit Award is granted under and governed by the terms
and conditions of the Company’s 2007 Omnibus Incentive Plan and the attached Terms and Conditions. 
  

											
	 Participant
	  		  		 	Spark Networks, Inc.
					
	  
	  		  		 	By:	 	  

		 		  		  		 	Title:	 	  

	Date:	 	  
	  		  		 	Date:	 	  


  

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 TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD 
 These Terms and Conditions of Restricted Stock Unit Award relates to the Notice of Grant of Restricted Stock Unit Award (the “Notice”) attached hereto, by and
between Spark Networks, Inc. (the “Company”), and the person identified in the Notice (the “Participant”). 
 The Board of Directors of
the Company has authorized and approved the 2007 Omnibus Incentive Plan (the “Plan”), subject to approval by the Company’s stockholders. The Committee has approved an award to the Participant of a number of shares of the
Company’s common stock, conditioned upon the Participant’s acceptance of the provisions set forth in the Notice and these Terms and Conditions within 60 days after the Notice and these Terms and Conditions are presented to the Participant
for review. For purposes of the Notice and these Terms and Conditions, any reference to the Company shall include a reference to any Subsidiary. 
 1.
Grant of Restricted Stock Units. 
 (a) As of the Grant Date set forth in the Notice of Grant, the Company grants to the
Participant the number of Restricted Stock Units set forth in the Notice of Grant (the “Units”), which represent shares of the Company’s Common Stock. The Units are subject to the restrictions set forth in Section 2 of this
Agreement, these Terms and Conditions, the provisions of the Plan and the other provisions contained in these Terms and Conditions. 
 (b)
The Units granted under this Agreement shall be reflected in a bookkeeping account maintained by the Company during the Restricted Period. If and when the restrictions set forth in Section 2 expire in accordance with the terms of this
Agreement, and upon the satisfaction of all other applicable conditions as to the Units, such Units (and any related Dividend Units described in Section 1(c) below) not forfeited pursuant to Section 4 hereof shall be settled in cash or
shares of Common Stock as provided in Section 1(e) of this Agreement and otherwise in accordance with the Plan. 
 (c) With respect to
each Unit, whether or not vested, that has not been forfeited (but only to the extent such award of Units has not been settled for cash or Common Stock), the Company shall, with respect to any cash dividends paid on the Common Stock, accrue and
credit to the Participant’s bookkeeping account a number of Units having a Fair Market Value as of the date such dividend is paid equal to the cash dividends that would have been paid with respect to such Unit if it were an outstanding share of
Common Stock (the “Dividend Units”). These Dividend Units thereafter shall (i) be treated as Units for purposes of future dividend accruals pursuant to this Section 1(c); and (ii) vest in such amounts (rounded to the nearest
whole Unit) at the same time as the Units with respect to which such Dividend Units were received. Any dividends or distributions on Common Stock paid other than in cash shall accrue in the Participant’s bookkeeping account and shall vest at
the same time as the Units in respect of which they are made (in each case in the same form, based on the same record date and at the same time, as such dividend or other distribution is paid on such Common Stock). 
 (d) The Company’s obligations under this Agreement (with respect to both the Units and the Dividend Units, if any) shall be unfunded and unsecured,
and no special or separate fund shall be established and no other segregation of assets shall be made. The rights of Participant under this Agreement shall be no greater than those of a general unsecured creditor of the Company. In addition, the
Units shall be subject to such restrictions as the Company may 








 
deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which Common Stock is
then listed, any Company policy and any applicable federal or state securities law. 
 (e) Except as otherwise provided in this Agreement,
settlement of the Units in accordance with the provisions of this Section 1(e) shall be delivered as soon as practicable after the end of the Restricted Period, and upon the satisfaction of all other applicable conditions as to the Units
(including the payment by the Participant of all applicable withholding taxes). The Units so payable to the Participant shall be paid solely in shares of Common Stock, solely in cash based on the Fair Market Value of the Common Stock (determined as
of the first business day next following the last day of the Restricted Period), or in a combination of the two, as determined by the Committee in its sole discretion. 
 2. Restrictions. 
 (a) The Participant shall have no rights as a stockholder of the Company by
virtue of any Unit unless and until such Unit vests and resulting shares of Common Stock are issued to the Participant: 
 (b) None of
the Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period, except as may be permitted by the Plan or as otherwise permitted by the Committee in its sole discretion or pursuant to rules
adopted by the Committee in accordance with the Plan. 
 (c) Any attempt to dispose of the Units or any interest in the Units in a manner
contrary to the restrictions set forth in this Agreement shall be void and of no effect. 
 3. Restricted Period and Vesting. The
“Restricted Period” is the period beginning on the Grant Date and ending on the date the Units, or such applicable portion of the Units, are deemed vested under the schedule set forth in the Notice Subject to the provisions contained in
Section 4, 5 and 6, the Units shall be deemed vested and no longer subject to forfeiture under Paragraph 4 upon expiration of the Restricted Period, and the satisfaction of all other applicable conditions as to the Units (including the payment
by the Participant of all applicable withholding taxes). 
 4. Forfeiture. 
 Subject to Section 6 hereof, if during the Restricted Period (i) the Participant incurs a Termination of Service, (ii) there occurs a
material breach of the Notice or these Terms and Conditions by the Participant, or (iii) the Participant fails to meet the tax withholding obligations described in Section 5(b) hereof, all rights of the Participant to the Units that have
not vested in accordance with Section 3 as of the date of such event shall terminate immediately and be forfeited in their entirety. 
 5.
Withholding. 
 (a) The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid
by the Company with respect to any income recognized by the Participant with respect to the Units. 
  

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 (b) The Participant shall be required to meet any applicable tax withholding obligation in accordance
with the provisions of the Plan. 
 (c) Subject to any rules prescribed by the Committee, the Participant shall have the right to elect to
meet any withholding requirement (i) by having withheld from this Award at the appropriate time that number of whole shares of Common Stock whose Fair Market Value is equal to the amount of any taxes required to be withheld with respect to such
Award, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to such Award or (iii) by a combination of shares and cash. 
 6. Committee’s Discretion. Notwithstanding any provision of this Agreement to the contrary, the Committee shall have discretion under Section 7.02(b) of the Plan to waive any forfeiture of the
Units as set forth in Section 4 hereof, the Restricted Period and any other conditions set forth in this Agreement. 
 7. Defined Terms.
Capitalized terms used but not defined in the Notice and Agreement shall have the meanings set forth in the Plan, unless such term is defined in the Participant’s Employment Agreement. Any terms used in the Notice and Agreement, but defined in
the Participant’s Employment Agreement are incorporated herein by reference and shall be effective for purposes of the Notice and these Terms and Conditions without regard to the continued effectiveness of the Employment Agreement. 

8. Nonassignability. The Units may not be sold, assigned, transferred (other than by will or the laws of descent and distribution, or to an inter vivos
trust with respect to which the Participant is treated as the owner under Sections 671 through 677 of the Code), pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions on such Units, as set forth in the Notice and
Agreement, have lapsed or been removed. 
 9. Participant Representations. The Participant hereby represents to the Company that the
Participant has read and fully understands the provisions of the Notice, these Terms and Conditions and the Plan and the Participant’s decision to participate in the Plan is completely voluntary. Further, the Participant acknowledges that the
Participant is relying solely on his or her own advisors with respect to the tax consequences of this restricted stock award. 
 10. Regulatory
Restrictions on the Units. Notwithstanding any other provision of the Plan, the obligation of the Company to issue Common Stock in connection with this Award under the Plan shall be subject to all applicable laws, rules and regulations and
such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Common Stock pursuant to these Terms and Conditions prior to the satisfaction of all legal requirements
relating to the issuance of such shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing. 
 11. Miscellaneous. 
  

	 	11.1	Notices. All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under these Terms and Conditions shall be
in writing and shall be either delivered personally or sent by registered or certified mail, or by private courier, return receipt requested, postage prepaid to the parties at their respective addresses set forth herein, or to such other address as
either shall have specified by notice in writing to the other. Notice shall be deemed duly given hereunder when delivered or mailed as provided herein. 

  

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	 	11.2	Waiver. The waiver by any party hereto of a breach of any provision of the Notice or these Terms and Conditions shall not operate or be construed as a waiver of any other or
subsequent breach. 

  

	 	11.3	Entire Agreement. These Terms and Conditions, the Notice and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof.


  

	 	11.4	Binding Effect; Successors. These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited herein, their
respective heirs, successors, assigns and representatives. Nothing in these Terms and Conditions, express or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors,
assigns and representatives any rights, remedies, obligations or liabilities. 

  

	 	11.5	Governing Law. The Notice and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware. 

  

	 	11.6	Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of
the terms or provisions of these Terms and Conditions. 

  

	 	11.7	Conflicts; Amendment. The provisions of the Plan are incorporated in these Terms and Conditions in their entirety. In the event of any conflict between the provisions of
these Terms and Conditions and the Notice or the Plan, the provisions of the Notice or the Plan, as the case may be, shall control. The Agreement may be amended at any time by written agreement of the parties hereto. 

  

	 	11.8	No Right to Continued Employment. Nothing in the Notice or these Terms and Conditions shall confer upon the Participant any right to continue in the employ or service of the
Company or affect the right of the Company to terminate the Participant’s employment or service at any time. 

  

	 	11.9	Further Assurances. The Participant agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments
and agreements which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Notice and these Terms and Conditions and the Plan. 

  

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