ex101.htm


    
      
        SONICWALL,
INC.

         

        2008
EQUITY INCENTIVE PLAN

         

        RESTRICTED
STOCK UNIT AGREEMENT

         

        Unless
otherwise defined herein, the terms defined in the SonicWALL, Inc. 2008 Equity
Incentive Plan (the “Plan”) will have the same defined meanings in this
Restricted Stock Unit Agreement (the “Agreement”).

         

        NOTICE
OF RESTRICTED STOCK UNIT GRANT

         

        Participant
Name:

         

        Address:

         

        You have
been granted the right to receive an Award of Restricted Stock Units, subject to
the terms and conditions of the Plan and this Agreement, as
follows:

         

        Grant
Number                                                                          
              

         

        Date of
Grant                                                                        
                 

         

        Number of
Restricted Stock Units                                                                        

         

        Vesting
Schedule:

        


        Subject
to any acceleration provisions contained in the Plan or set forth below, the
Restricted Stock Units will vest in accordance with the following
schedule:

         

        One-hundred
percent (100%) of the Restricted Stock Units shall vest on the day immediately
preceding the Company’s 2010 Annual Meeting of Shareholders, subject to
Participant’s continuous status as a Director through such date.

         

        In the
event Participant ceases to be a Director for any or no reason before
Participant vests in the Restricted Stock Units, the Restricted Stock Units and
Participant’s right to acquire any Shares hereunder will immediately
terminate.

        


        By
Participant’s signature and the signature of the representative of SonicWALL,
Inc. (the “Company”) below, Participant and the Company agree that this Award of
Restricted Stock Units is granted under and governed by the terms and conditions
of the Plan and this Agreement, including the Terms and Conditions of Restricted
Stock Unit Grant, attached hereto as Exhibit A, all of
which are made a part of this document.  Participant has reviewed the
Plan and this Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Agreement and fully understands all
provisions of the Plan and Agreement.  Participant hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Board upon any questions relating to the Plan and
Agreement.  Participant further agrees to notify the Company upon any
change in the residence address indicated below.

         

        
          
             

          

          
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        PARTICIPANT:                                                                                     SONICWALL,
INC.:

        


         

         

          
            

          

        

        Signature                                                                               By

         


       

      
        
          
            

          

        

        Print
Name                                                                                     Title

         

        Residence
Address:

         

        


        
          
            

          



        


        


        
          
             

          

          
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        EXHIBIT
A

         

        TERMS
AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT

         

        1.           Grant.  The
Company hereby grants to the Participant named in the Notice of Restricted Stock
Unit Grant attached
to this Agreement (“Participant”) under the Plan an Award of Restricted Stock
Units, subject to all of the terms and conditions in this Agreement and the
Plan, which is incorporated herein by reference.  In the event of a
conflict between the terms and conditions of the Plan and the terms and
conditions of this Agreement, the terms and conditions of the Plan will
prevail.

         

        2.           Company’s Obligation to
Pay.  Each Restricted Stock Unit represents the right to
receive a Share on the date it vests (or at such later time indicated in this
Agreement).  Unless and until the Restricted Stock Units will have
vested in the manner set forth in Section 3 or Section 4 of this Agreement
or Section 14(c) of the Plan, Participant will have no right to payment of any
such Restricted Stock Units.  Prior to actual payment of any vested
Restricted Stock Units, such Restricted Stock Units will represent an unsecured
obligation of the Company, payable (if at all) only from the general assets of
the Company.  Any Restricted Stock Units that vest in accordance with
this Agreement will be paid to Participant (or in the event of Participant’s
death, to his or her properly designated beneficiary or estate) in whole Shares,
subject to Participant satisfying any applicable tax withholding obligations as
set forth in Section 7.  Subject to the provisions of Section 4, such
vested Restricted Stock Units will be paid in Shares as soon as practicable
after vesting, but in each such case within the period ending no later than the
fifteenth (15th) day of
the third (3rd) month
following the end of the Company’s tax year that includes the vesting
date.

         

        3.           Vesting
Schedule.  Except as provided in Section 4 of the Agreement and
Section 14(c) of the Plan, and subject to Section 5, the Restricted Stock Units
awarded by this Agreement will vest in accordance with the vesting provisions
set forth in the Notice of Restricted Stock Unit Grant attached to this
Agreement.  Restricted Stock Units scheduled to vest on a
certain date or upon the occurrence of a certain condition will not vest in
Participant in accordance with any of the provisions of this Agreement, unless
Participant will have been continuously a Director from the Date of Grant until
the date such vesting occurs.

         

        4.           Board
Discretion.  The Board, in its discretion, may accelerate the
vesting of the balance, or some lesser portion of the balance, of the unvested
Restricted Stock Units at any time, subject to the terms of the
Plan.  If so accelerated, such Restricted Stock Units will be
considered as having vested as of the date specified by the
Board.  Subject to the provisions of this Section 4 and
Section 5, if the Board, in its discretion, accelerates the vesting of the
balance, or some lesser portion of the balance, of the Restricted Stock Units,
the payment of such accelerated Restricted Stock Units shall be made within the
period ending no later than the fifteenth (15th) day of
the third (3rd) month
following the end of the Company’s taxable year that includes the vesting
date.

         

        
          
             

          

          
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        5.           Forfeiture upon Termination
of Continuous Status as a Director.  Notwithstanding any
contrary provision of this Agreement, the balance of the Restricted Stock Units
that have not vested as of the time of Participant’s termination as a Director
for any or no reason and Participant’s right to acquire any Shares hereunder
will immediately terminate.

         

        6.           Death of
Participant.  Any distribution or delivery to be made to
Participant under this Agreement will, if Participant is then deceased, be made
to Participant’s designated beneficiary, or if no beneficiary survives
Participant, the administrator or executor of Participant’s
estate.  Any such transferee must furnish the Company with
(a) written notice of his or her status as transferee, and
(b) evidence satisfactory to the Company to establish the validity of the
transfer and compliance with any laws or regulations pertaining to said
transfer.

         

        7.           Withholding of
Taxes.  Currently there is no required United States tax
withholding with respect to this Award of Restricted Stock Units.  If
withholding should be required, then notwithstanding any contrary provision of
this Agreement, no certificate representing the Shares will be issued to
Participant, unless and until satisfactory arrangements (as determined by the
Board) will have been made by Participant with respect to the payment of income,
employment and other taxes which the Company determines must be withheld with
respect to such Shares.  The Board, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit
Participant to satisfy such tax withholding obligation, in whole or in part
(without limitation) by (a) paying cash, (b) electing to have the
Company withhold otherwise deliverable Shares having a Fair Market Value equal
to the minimum amount required to be withheld, (c) delivering to the
Company already vested and owned Shares having a Fair Market Value equal to the
amount required to be withheld, or (d) selling a sufficient number of such
Shares otherwise deliverable to Participant through such means as the Company
may determine in its sole discretion (whether through a broker or otherwise)
equal to the amount required to be withheld. To the extent determined
appropriate by the Company in its discretion, it will have the right (but not
the obligation) to satisfy any tax withholding obligations by reducing the
number of Shares otherwise deliverable to Participant.  If Participant
fails to make satisfactory arrangements for the payment of any required tax
withholding obligations hereunder at the time any applicable Restricted Stock
Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant
will permanently forfeit such Restricted Stock Units and any right to receive
Shares thereunder and the Restricted Stock Units will be returned to the Company
at no cost to the Company.

         

        8.           Rights as
Shareholder.  Neither Participant nor any person claiming under
or through Participant will have any of the rights or privileges of a
shareholder of the Company in respect of any Shares deliverable hereunder unless
and until certificates representing such Shares will have been issued, recorded
on the records of the Company or its transfer agents or registrars, and
delivered to Participant.  After such issuance, recordation and
delivery, Participant will have all the rights of a shareholder of the Company
with respect to voting such Shares and receipt of dividends and distributions on
such Shares.

         

        
          
             

          

          
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        9.           No Guarantee of Continued
Service.  PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING
OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING AS A DIRECTOR AT THE WILL OF THE COMPANY AND NOT THROUGH THE
ACT OF BEING HIRED, BEING GRANTED THIS AWARD OF RESTRICTED STOCK UNITS OR
ACQUIRING SHARES HEREUNDER.  PARTICIPANT FURTHER ACKNOWLEDGES AND
AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS A DIRECTOR FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR
THE RIGHT OF THE COMPANY TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A DIRECTOR
AT ANY TIME, WITH OR WITHOUT CAUSE.

         

        10.           Address for
Notices.  Any notice to be given to the Company under the terms
of this Agreement will be addressed to the Company, in care of its Stock
Administration at SonicWALL, Inc., 1143 Borregas Avenue, Sunnyvale, California,
94089, or at such other address as the Company may hereafter designate in
writing.

         

        11.           Grant is Not
Transferable.  Except to the limited extent provided in
Section 6, this grant and the rights and privileges conferred hereby will
not be transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) and will not be subject to sale under execution,
attachment or similar process.  Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of this grant, or any right or
privilege conferred hereby, or upon any attempted sale under any execution,
attachment or similar process, this grant and the rights and privileges
conferred hereby immediately will become null and void.

         

        12.           Binding
Agreement.  Subject to the limitation on the transferability of
this grant contained herein, this Agreement will be binding upon and inure to
the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.

         

        13.           Additional Conditions to
Issuance of Stock.  If at any time the Company will determine,
in its discretion, that the listing, registration or qualification of the Shares
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory authority is necessary or desirable
as a condition to the issuance of Shares to Participant (or his or her estate),
such issuance will not occur unless and until such listing, registration,
qualification, consent or approval will have been effected or obtained free of
any conditions not acceptable to the Company.  Where the Company
determines that the delivery of the payment of any Shares will violate federal
securities laws or other applicable laws, the Company will defer delivery until
the earliest date at which the Company reasonably anticipates that the delivery
of Shares will no longer cause such violation.  The Company will make
all reasonable efforts to meet the requirements of any such state or federal law
or securities exchange and to obtain any such consent or approval of any such
governmental authority.

         

        14.           Plan
Governs.  This Agreement is subject to all terms and provisions
of the Plan.  In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan will govern.  Capitalized terms used and not
defined in this Agreement will have the meaning set forth in the
Plan.

         

        
          
             

          

          
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        15.           Board
Authority.  The Board will have the power to interpret the Plan
and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret or revoke any such rules (including, but not limited to, the
determination of whether or not any Restricted Stock Units have
vested).  All actions taken and all interpretations and determinations
made by the Board in good faith will be final and binding upon Participant, the
Company and all other interested persons.  No member of the Board will
be personally liable for any action, determination or interpretation made in
good faith with respect to the Plan or this Agreement.

         

        16.           Electronic
Delivery.  The Company may, in its sole discretion, decide to
deliver any documents related to Restricted Stock Units awarded under the Plan
or future Restricted Stock Units that may be awarded under the Plan by
electronic means or request Participant’s consent to participate in the Plan by
electronic means.  Participant hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through
any on-line or electronic system established and maintained by the Company or
another third party designated by the Company.

         

        17.           Captions.  Captions
provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.

         

        18.           Agreement
Severable.  In the event that any provision in this Agreement
will be held invalid or unenforceable, such provision will be severable from,
and such invalidity or unenforceability will not be construed to have any effect
on, the remaining provisions of this Agreement.

         

        19.           Modifications to the
Agreement.  This Agreement constitutes the entire understanding
of the parties on the subjects covered.  Participant expressly
warrants that he or she is not accepting this Agreement in reliance on any
promises, representations, or inducements other than those contained
herein.  Modifications to this Agreement or the Plan can be made only
in an express written contract executed by a duly authorized officer of the
Company.  Notwithstanding anything to the contrary in the Plan or this
Agreement, the Company reserves the right to revise this Agreement as it deems
necessary or advisable, in its sole discretion and without the consent of
Participant, to comply with Code Section 409A and the final regulations or
official Internal Revenue Service guidance thereunder (“Section 409A”) or to
otherwise avoid imposition of any additional tax or income recognition under
Section 409A in connection to this Award of Restricted Stock Units.

         

        20.           Acknowledgments.  By
accepting this Award of Restricted Stock Units, Participant expressly warrants
that he or she has received an Award of Restricted Stock Units under the Plan,
and has received, read and understood a description of the
Plan.  Participant understands that the Plan is discretionary in
nature and may be amended, suspended or terminated by the Company at any
time.

         

        
          
             

          

          
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        21.           Governing
Law.  This
Agreement will be governed by the laws of the State of California, without
giving effect to the conflict of law principles thereof.  For purposes
of litigating any dispute that arises under this Award of Restricted Stock Units or this Agreement, the parties hereby
submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be
conducted in the courts of Santa Clara County, California, or the federal courts for the United
States for the Northern District of California, and no other courts, where this
Award of Restricted Stock Units is made and/or to be
performed.

         

         

         

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