exhibit_10-2.htm


    Exhibit
10.2

    


    RESTRICTED
STOCK UNIT AWARD AGREEMENT

    


    The
Ultimate Software Group, Inc.

    


    


    


    This
RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) made as of this _____
day of ________, 20__, between The Ultimate Software Group, Inc., a Delaware
corporation (the “Company”) and _______________________ (the “Participant”), is
made pursuant to the terms of The Ultimate Software Group, Inc. Amended and
Restated 2005 Equity and Incentive Plan (the “Plan”).

     

    Section
1.                       Definitions.  Capitalized
terms used herein but not defined shall have the meanings set forth in the
Plan.

     

    Section
2.                       Stock Unit
Award.  The Company has granted to the Participant a Stock Unit
Award representing a number of Stock Units of the Company (“Restricted Stock
Units”), identified in a written communication (an “Award Notice”) delivered to
the Participant by or on behalf of the Company, pursuant to the terms and
conditions set forth in this Agreement and subject to the terms and conditions
set forth in the Plan, a copy of which the Participant acknowledges having
received.  Each Restricted Stock Unit represents rights in respect of
one share of the Company’s Common Stock.  Additional Award Notices
shall be delivered to the Participant in the event that the Company grants to
the Participant additional Stock Unit Awards in the future.  All such
Award Notices shall indicate the number of Restricted Stock Units granted and
the applicable Date of Grant.  Unless the Committee should determine
otherwise, any future Awards of Restricted Stock Units shall be subject to the
terms and conditions provided in this Agreement and the Plan.

     

    Section
3.                       Vesting
Requirements.

     

    (a) Vesting of
Award.  Subject to Section 3(c) hereof, the Restricted Stock
Units shall vest in three equal annual installments of 33-1/3% of the number of
Restricted Stock Units on each of the first three anniversaries of the Date of
Grant thereof, subject to the Participant’s continued employment with the
Company or any of its Subsidiaries on each such vesting date, and shall be
payable in accordance with Section 5 hereof; provided, however, that if any
such anniversary is not a date on which the Company’s Common Stock is traded on
NASDAQ, then the vesting date shall be the next such date; and provided further,
however, that
if the Chief Financial Officer of the Company should determine that any such
anniversary falls within a period during which the Participant is prohibited
from trading the Company’s Common Stock under the Company’s Stock Trading
Policy, the Chief Financial Officer shall so advise the Participant in writing
and the vesting date shall be the date as of which the Chief Financial Officer
has determined that such period has ended.

     

    (b) Full Accelerated
Vesting.  Notwithstanding the provisions of Section 3(a)
hereof, upon (i) the Participant’s termination of employment as a result of the
Participant’s death or Disability, or (ii) a Change in Control of the Company,
all of the Restricted Stock Units shall become fully and immediately vested, and
shall be payable in accordance with Section 5 hereof, to the extent that they
have not previously been forfeited in accordance with Section 4
hereof.

     

    (c) Fractional
Units.  In the event that the calculation of the three equal
installments of Restricted Stock Units pursuant to Section 3(a) hereof would
result in a number of Restricted Stock Units that includes a fractional
Restricted Stock Unit, the fractional Restricted Stock Unit shall not vest until
and unless the third installment of Restricted Stock Units vests.

     

    Section
4.                       Termination of
Employment.  In the event of the Participant’s termination of
employment for any reason other than as a result of the Participant’s death or
Disability, any portion of the Award that has not previously become vested
hereunder shall be forfeited and automatically cancelled.

     

    Section
5.                       Distribution with respect to
Award.

     

    (a) Timing of
Distribution.  Distribution with respect to the Restricted
Stock Units shall be made upon the date such Restricted Stock Units become
vested as provided in this Agreement.

     

    (b) Amount and Methods of
Distributions.  Subject to the provisions of Section 5(c)
hereof, distributions with respect to the Restricted Stock Units shall be made,
at the discretion of the Committee, (i) in a number of shares of the Company’s
Common Stock equal to the number of Restricted Stock Units becoming vested, (ii)
in cash, in an amount equal to the Fair Market Value of a share of the Company’s
Common Stock on the vesting date multiplied by the number of Restricted Stock
Units becoming vested on such date or (iii) in a combination of
both.

     

    (c) Withholding.  Distributions
with respect to the Restricted Stock Units shall be made to the Participant
after deduction of applicable withholding taxes (the “Withholding Taxes”), which
shall be withheld at the applicable supplemental wage withholding rate, provided
that such amount shall not exceed the Participant’s estimated Federal, state and
local tax obligation with respect to payment of the Award.  Subject to
the limitations of applicable law, to the extent the payment of an Award is made
in shares of the Company’s Common Stock, the Participant hereby consents to the
collection of the Withholding Taxes by the Company retaining, and not issuing to
the Participant, a number of such shares of Common Stock (the “Withholding
Shares”) having a Fair Market Value on the vesting date equal to the amount of
the Withholding Taxes.  If and to the extent that the Committee
determines not to have the Company retain Withholding Shares pursuant to the
preceding sentence, the Company will notify the Participant at least 10 days
prior to the applicable vesting date.  Subject to the limitations of
applicable law, the Participant hereby consents and agrees that in such event,
the Company shall instruct a broker designated by the Company to sell in the
public market, on behalf of the Participant, the Withholding Shares and remit
the proceeds thereof to the Company unless the Participant has made a lump sum
cash payment to the Company, at or prior to the time of vesting, equal to the
Company’s estimate of the Withholding Taxes as provided in the Company’s
notice.  If the amount of the cash payment that the Participant
delivers to the Company exceeds the actual Withholding Taxes, the excess will be
repaid to the Participant promptly by the Company.  If such amount is
less than the actual Withholding Taxes, the Company will collect the balance
from the Participant immediately or instruct a broker designated by the Company
to sell shares of the Company’s Common Stock in the public market, on behalf of
the Participant, in an amount sufficient to cover the shortfall.

     

    (d) Fractional Withholding
Shares.  No fraction of a Withholding Share shall be withheld
or sold to satisfy tax withholding obligations pursuant to the foregoing
provisions of Section 5(c).  In the event that the calculation of the
number of Withholding Shares required to satisfy such withholding obligations
would result in a number of Withholding Shares that includes a fractional
Withholding Share, such number shall be rounded up to the next whole number of
Withholding Shares and such whole number of Withholding Shares shall be withheld
or sold as the case may be.  The excess amount withheld or realized in
a sale of Withholding Shares as a result of such rounding shall be paid in cash
by the Company to the Participant or included in the Withholding Tax paid by the
Company to the tax authorities on the Participant’s behalf.

     

    Section
6.                       Restrictions on
Transfer.  No portion of the Award hereunder may be sold,
assigned, transferred, encumbered, hypothecated or pledged by the Participant,
other than to the Company as a result of forfeiture of the Award as provided
herein, unless and until the payment of the Award in accordance with Section 5
hereof.

     

    
      
        
        

      

      
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    Section
7.                       Limitation of
Rights.  The Participant shall not have any privileges of a
stockholder of the Company with respect to the shares of Common Stock payable
hereunder, including without limitation any right to vote such shares or to
receive dividends or other distributions in respect thereof, until the date of
the issuance to the Participant of a stock certificate evidencing such Common
Stock.

     

    Section
8.                       Changes in
Capitalization.  All Awards hereunder shall be subject to the
provisions of Section 4.2 of the Plan relating to adjustments for changes in
corporate capitalization.

     

    Section
9.                       No Right of Continued
Employment.  Nothing in this Agreement shall confer upon the
Grantee any right to continue as an employee of the Company or any Subsidiary or
to interfere in any way with any right of the Company to terminate the Grantee’s
employment at any time.

     

    Section
10.                                 Notices.  Any
notice hereunder by the Participant shall be given to the Company in writing and
such notice shall be deemed duly given only upon receipt thereof by the
Secretary of the Company.  Any notice hereunder by the Company shall
be given to the Participant in writing and such notice shall be deemed duly
given only upon receipt thereof at such address as the Participant may have on
file with the Company.

     

    Section
11.                                 Construction.  This
Agreement and the Award hereunder are granted by the Company pursuant to the
Plan and are in all respects subject to the terms and conditions of the
Plan.  The Participant hereby acknowledges that a copy of the Plan has
been delivered to the Participant and accepts the Restricted Stock Units
hereunder subject to all terms and provisions of the Plan, which is incorporated
herein by reference.  In the event of a conflict or ambiguity between
any term or provision contained herein and a term or provision of the Plan, the
Plan will govern and prevail.  The construction of and decisions under
the Plan and this Agreement are vested in the Committee, whose determinations
shall be final, conclusive and binding upon the Participant.

     

    Section
12.                                 Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, excluding the choice of law
rules thereof.

     

    Section
13.                                 Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original but all of which together shall constitute one and the same
instrument.

     

    Section
14.                                 Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of the legatees, distributees, and personal representatives of the
Participant and the successors of the Company.

     

    Section
15.                                 Entire
Agreement.  This Agreement and the Plan constitute the entire
agreement between the parties with respect to the subject matter hereof and
thereof, merging any and all prior agreements.

     

    [SIGNATURES
ON FOLLOWING PAGE]

     


    
      
         


      

      
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    IN WITNESS WHEREOF, the Company and the
Participant have executed this Award Agreement effective as of the date first
above written.

    


    


    THE
ULTIMATE SOFTWARE GROUP, INC.

    


    By:           ____________________________________

    Name:  Scott
Scherr

    Title:    CEO

    


    


    PARTICIPANT

    


    


    By:           ____________________________________

    


    


    


    


    Name:  ____________________________________

                 (Printed)

     

    
      
         

      

      
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