exv10w14






Exhibit 10.14




RESTRICTED STOCK AGREEMENT

PURSUANT TO THE

TRUSTWAVE HOLDINGS, INC. 2011 OMNIBUS INCENTIVE PLAN




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	Participant:
	 	 	 	 
	 

	 	 

	 	 
	Grant Date:
	 	 	 	 
	 

	 	 

	 	 






Number of Shares of 

Restricted Stock Granted:                                         




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     THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date
specified above, is entered into by and between Trustwave Holdings, Inc., a corporation organized
in the State of Delaware (the “Company”), and the Participant specified above, pursuant to
the Trustwave Holdings, Inc. 2011 Omnibus Incentive Plan, as in effect and as amended from time to
time (the “Plan”), which is administered by the Committee; and



     WHEREAS, it has been determined under the Plan that it would be in the best interests of the
Company to grant the shares of Restricted Stock provided herein to the Participant.



     NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth
and for other good and valuable consideration, the parties hereto hereby mutually covenant and
agree as follows:



          1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in
all respects to the terms and provisions of the Plan (including, without limitation, any amendments
thereto adopted at any time and from time to time unless such amendments are expressly intended not
to apply to the Award provided hereunder), all of which terms and provisions are made a part of and
incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized
term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan.
The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has
read the Plan carefully and fully understands its content. In the event of any conflict between
the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.



          2. Grant of Restricted Stock Award. The Company hereby grants to the Participant, as
of the Grant Date specified above, the number of shares of Restricted Stock specified above.
Except as otherwise provided by the Plan, the Participant agrees and understands that nothing
contained in this Agreement provides, or is intended to provide, the Participant with any
protection against potential future dilution of the Participant’s interest in the Company for any
reason, and no adjustments shall be made for dividends in cash or other property, distributions or
other rights in respect of any such shares, except as otherwise specifically provided for in the
Plan or this Agreement. Subject to Section 5 hereof, the



 









 




Participant shall not have the rights of a stockholder in respect of the shares underlying
this Award until such shares are delivered to the Participant in accordance with Section 4 hereof.




          3. Vesting.



          (a) The Restricted Stock subject to this grant shall become unrestricted and vested as
follows, provided that the Participant has not incurred a Termination prior to each such vesting
date:



	 	 	 
	Vesting Date	 	Number of Shares
	[•]
	 	[•]





There shall be no proportionate or partial vesting in the periods prior to each vesting date and
all vesting shall occur only on the appropriate vesting date, subject to the Participant’s
continued service with the Company or any of its Subsidiaries on each applicable vesting date.




          (b) Committee Discretion to Accelerate Vesting. Notwithstanding the foregoing, the
Committee may, in its sole discretion, provide for accelerated vesting of the Restricted Stock at
any time and for any reason.



          (c) Forfeiture. Subject to the Committee’s discretion to accelerate vesting
hereunder, all unvested shares of Restricted Stock shall be immediately forfeited upon the
Participant’s Termination for any reason.



          4. Period of Restriction; Delivery of Unrestricted Shares. During the Period of
Restriction, the Restricted Stock shall bear a legend as described in Section 8.2(c) of the Plan.
When shares of Restricted Stock awarded by this Agreement become vested, the Participant shall be
entitled to receive unrestricted shares and if the Participant’s stock certificates contain legends
restricting the transfer of such shares, the Participant shall be entitled to receive new stock
certificates free of such legends (except any legends requiring compliance with securities laws).



          5. Dividends and Other Distributions; Voting. Participants holding Restricted Stock
shall be entitled to receive all dividends and other distributions paid with respect to such
shares, provided that any such dividends or other distributions will be subject to the same vesting
requirements as the underlying Restricted Stock and shall be paid at the time the Restricted Stock
becomes vested pursuant to Section 3 hereof. If any dividends or distributions are paid in shares,
the shares shall be deposited with the Company and shall be subject to the same restrictions on
transferability and forfeitability as the Restricted Stock with respect to which they were paid.
The Participant may exercise full voting rights with respect to the Restricted Stock granted
hereunder.



          6. Non-Transferability. The shares of Restricted Stock, and any rights and interests
with respect thereto, issued under this Agreement and the Plan shall not, prior to vesting, be
sold, exchanged, transferred, assigned or otherwise disposed of in any way by the Participant (or
any beneficiary of the Participant), other than by testamentary disposition by the Participant or
the laws of descent and distribution. Any attempt to sell, exchange, transfer,






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assign, pledge, encumber or otherwise dispose of or hypothecate in any way any of the
Restricted Stock, or the levy of any execution, attachment or similar legal process upon the
Restricted Stock, contrary to the terms and provisions of this Agreement and/or the Plan shall be
null and void and without legal force or effect.




          7. Governing Law. All questions concerning the construction, validity and
interpretation of this Agreement shall be governed by, and construed in accordance with, the laws
of the State of Delaware, without regard to the choice of law principles thereof.




          8. Withholding of Tax. The Company shall have the power and the right to deduct or
withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any
federal, state, local and foreign taxes of any kind (including, but not limited to, the
Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary
to be withheld or remitted to comply with the Code and/or any other applicable law, rule or
regulation with respect to the Restricted Stock and, if the Participant fails to do so, the Company
may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be
issued pursuant to this Agreement. Any statutorily required withholding obligation with regard to
the Participant may be satisfied by reducing the amount of cash or shares of Common Stock otherwise
deliverable to the Participant hereunder.




          9. Section 83(b). If the Participant properly elects (as required by Section 83(b) of
the Code) within 30 days after the issuance of the Restricted Stock to include in gross income for
federal income tax purposes in the year of issuance the Fair Market Value of such shares of
Restricted Stock, the Participant shall pay to the Company or make arrangements satisfactory to the
Company to pay to the Company upon such election, any federal, state or local taxes required to be
withheld with respect to the Restricted Stock. If the Participant shall fail to make such payment,
the Company shall, to the extent permitted by law, have the right to deduct from any payment of any
kind otherwise due to the Participant any federal, state or local taxes of any kind required by law
to be withheld with respect to the Restricted Stock, as well as the rights set forth in Section 8
hereof. The Participant acknowledges that it is the Participant’s sole responsibility, and not the
Company’s, to file timely and properly the election under Section 83(b) of the Code and any
corresponding provisions of state tax laws if the Participant elects to make such election, and the
Participant agrees to timely provide the Company with a copy of any such election.




          10. Legend. All certificates representing the Restricted Stock shall have endorsed
thereon the legend set forth in Section 8.2(c) of the Plan. Notwithstanding the foregoing, in no
event shall the Company be obligated to deliver to the Participant a certificate representing the
Restricted Stock prior to the vesting dates set forth above.




          11. Securities Representations. The shares of Restricted Stock are being issued to
the Participant and this Agreement is being made by the Company in reliance upon the following
express representations and warranties of the Participant. The Participant acknowledges,
represents and warrants that:







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          (a) The Participant has been advised that the Participant may be an “affiliate” within the
meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part
on the Participant’s representations set forth in this Section 11.




          (b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities
Act, the shares of Restricted Stock must be held indefinitely unless an exemption from any
applicable resale restrictions is available or the Company files an additional registration
statement (or a “re-offer prospectus”) with regard to the shares of Restricted Stock and the
Company is under no obligation to register the shares of Restricted Stock (or to file a “re-offer
prospectus”).




          (c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities
Act, the Participant understands that (i) the exemption from registration under Rule 144 will not
be available unless (A) a public trading market then exists for the Common Stock of the Company,
(B) adequate information concerning the Company is then available to the public, and (C) other
terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of
the shares of vested Restricted Stock hereunder may be made only in limited amounts in accordance
with the terms and conditions of Rule 144 or any exemption therefrom.




          12. Entire Agreement; Amendment. This Agreement, together with the Plan, contains the
entire agreement between the parties hereto with respect to the subject matter contained herein,
and supersedes all prior agreements or prior understandings, whether written or oral, between the
parties relating to such subject matter. The Committee shall have the right, in its sole
discretion, to modify or amend this Agreement from time to time in accordance with and as provided
in the Plan. This Agreement may also be modified or amended by a writing signed by both the
Company and the Participant. The Company shall give written notice to the Participant of any such
modification or amendment of this Agreement as soon as practicable after the adoption thereof.




          13. 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 General Counsel
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.




          14. Acceptance. As required by Section 8.2 of the Plan, the Participant shall forfeit
the Restricted Stock if the Participant does not execute this Agreement within a period of 60 days
from the date that the Participant receives this Agreement (or such other period as the Committee
shall provide).




          15. No Right to Employment. Any questions as to whether and when there has been a
Termination and the cause of such Termination shall be determined in the sole discretion of the
Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the
Company, its Subsidiaries or Affiliates to terminate the Participant’s employment or service at any
time, for any reason and with or without Cause.







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          16. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously
consents to the transmission by the Company (or any Subsidiary) of any personal data information
related to the Restricted Stock awarded under this Agreement for legitimate business purposes
(including, without limitation, the administration of the Plan). This authorization and consent is
freely given by the Participant.




          17. Compliance with Laws. The issuance of the Restricted Stock or unrestricted shares
pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements
of any foreign and U.S. federal and state securities laws, rules and regulations (including,
without limitation, the provisions of the Securities Act, the Exchange Act and in each case any
respective rules and regulations promulgated thereunder) and any other law or regulation applicable
thereto. The Company shall not be obligated to issue the Restricted Stock or any of the shares
pursuant to this Agreement if any such issuance would violate any such requirements.




          18. Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the
shares of Restricted Stock are intended to be exempt from the applicable requirements of Section
409A of the Code and shall be limited, construed and interpreted in accordance with such intent.




          19. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be
binding upon, and be enforceable by the Company and its successors and assigns. The Participant
shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without
the prior express written consent of the Company.




          20. Headings. The titles and headings of the various sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be a part of this
Agreement.




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




          22. Further Assurances. Each party hereto shall do and perform (or shall cause to be
done and performed) all such further acts and shall execute and deliver all such other agreements,
certificates, instruments and documents as either party hereto reasonably may request in order to
carry out the intent and accomplish the purposes of this Agreement and the Plan and the
consummation of the transactions contemplated thereunder.




          23. Severability. The invalidity or unenforceability of any provisions of this
Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the
remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any
provision of this Agreement in any other jurisdiction, it being intended that all rights and
obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.




          24. Acquired Rights. The Participant acknowledges and agrees that: (a) the Company
may terminate or amend the Plan at any time; (b) the award of Restricted Stock made under this
Agreement is completely independent of any other award or grant and is made at the






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sole discretion of the Company; (c) no past grants or awards (including, without limitation,
the Restricted Stock awarded hereunder) give the Participant any right to any grants or awards in
the future whatsoever; and (d) any benefits granted under this Agreement are not part of the
Participant’s ordinary salary, and shall not be considered as part of such salary in the event of
severance, redundancy or resignation.




* * * * *






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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 	 	 

	 	 	TRUSTWAVE HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	Social Security Number:                    	 	 







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