Exhibit 10.1






Exhibit 10.1




ANCESTRY.COM INC.

GRANT NOTICE FOR 2009 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNITS




FOR GOOD AND VALUABLE CONSIDERATION, Ancestry.com Inc. (the “Company”), hereby grants to
Participant named below the number of restricted stock units specified below (the “Award”), upon
the terms and subject to the conditions set forth in this Grant Notice, the Ancestry.com Inc. 2009
Stock Incentive Plan (the “Plan”) and the Standard Terms and Conditions (the “Standard Terms and
Conditions”) adopted under such Plan and provided to Participant, each as amended from time to
time. Each restricted stock unit subject to this Award represents the right to receive one share
of the Company’s common stock, par value $0.001 (the “Common Stock”), subject to the conditions set
forth in this Grant Notice, the Plan and the Standard Terms and Conditions. This Award is granted
pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and
Conditions.




	 
	Name of Participant:

	Grant Date:

	Number of restricted stock units subject to the Award:

	Vesting Schedule:







By accepting this Grant Notice, Participant acknowledges that he or she has received and read, and
agrees that this Award shall be subject to, the terms of this Grant Notice, the Plan and the
Standard Terms and Conditions.




	 	 	 	 	 	 	 
	ANCESTRY.COM INC.

	 	 

Participant Signature
	 	 
	 	 	 	 	 	 
	By: 
	 	 	 	 	 	 
	

	Title: 	 

	 	Address
(please print):	 	 
	 

	 	 

	 	 
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 







 


 









 








ANCESTRY.COM INC.

STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK UNITS




These Standard Terms and Conditions apply to the Award of restricted stock units granted to an
employee or a nonemployee director of the Company pursuant to the Ancestry.com Inc. 2009 Stock
Incentive Plan (the “Plan”), which are evidenced by a Grant Notice or an action of the
Administrator that specifically refers to these Standard Terms and Conditions. In addition to
these Terms and Conditions, the restricted stock units shall be subject to the terms of the Plan,
which are incorporated into these Standard Terms and Conditions by this reference. Capitalized
terms not otherwise defined herein shall have the meaning set forth in the Plan.





	1.	 	TERMS OF RESTRICTED STOCK UNITS







	 	 	Ancestry.com Inc., a Delaware corporation (the “Company”), has granted to the Participant
named in the Grant Notice provided to said Participant herewith (the “Grant Notice”) an
award of a number of restricted stock units (the “Award” or the “Restricted Stock Units”)
specified in the Grant Notice. Each Restricted Stock Unit represents the right to receive
one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”),
upon the terms and subject to the conditions set forth in the Grant Notice, these Standard
Terms and Conditions, and the Plan, each as amended from time to time. For purposes of
these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall
include a reference to any Subsidiary.







	2.	 	VESTING OF RESTRICTED STOCK UNITS







	 	 	The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall
be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice
and these Standard Terms and Conditions. After the Grant Date, subject to termination or
acceleration as provided in these Standard Terms and Conditions and the Plan, the Award
shall become vested as described in the Grant Notice with respect to that number of
Restricted Stock Units as set forth in the Grant Notice. Notwithstanding anything contained
in these Standard Terms and Conditions to the contrary: (i) if the Participant’s Termination
of Employment is by reason of death or Disability before all of the Restricted Stock Units
have vested, a portion of the Restricted Stock Units shall become vested such that a
pro-rata portion of the total number of Restricted Stock Units subject to the Award are
vested as of the date of Termination of Employment, and, unless otherwise determined by the
Administrator, the remaining Restricted Stock Units shall be forfeited and canceled as of
the date of such Termination of Employment, and (ii) except as provided in Section 5 below,
if the Participant’s Termination of Employment is for any reason other than death or
Disability, any then unvested Restricted Stock Units held by the Participant shall be
forfeited and canceled as of the date of such Termination of Employment. For purposes of
this Section 2, “pro-rata portion” means a percentage, where the numerator is the portion of
the vesting period of the Restricted Stock Units that elapsed prior to the Participant’s
Termination of Employment, and the denominator is the full number of days in the vesting
period.




 


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	3.	 	SETTLEMENT OF RESTRICTED STOCK UNITS







	 	 	Vested Restricted Stock Units shall be settled by the delivery to the Participant or a
designated brokerage firm of one share of Common Stock per vested Restricted Stock Unit as
soon as reasonably practicable following the vesting of such Restricted Stock Units, and in
all events no later than March 15 of the year following the year of vesting (unless delivery
is deferred pursuant to a nonqualified deferred compensation plan in accordance with the
requirements of Section 409A of the Code).







	4.	 	RIGHTS AS STOCKHOLDER







	 	 	The Participant shall have no voting rights or the right to receive any dividends with
respect to shares of Common Stock underlying Restricted Stock Units unless and until such
shares of Common Stock are reflected as issued and outstanding shares on the Company’s stock
ledger.







	5.	 	CHANGE IN CONTROL







	 	 	Unless otherwise provided in an employment, severance or other agreement between the Company
and the Participant, the following provisions shall apply in the event a Change in Control
occurs while the Restricted Stock Units are outstanding:







	 	A.	 	If the Restricted Stock Units are not continued, assumed, converted or
substituted for immediately following the Change in Control, the Restricted Stock Units
shall become fully vested immediately prior to the Change in Control.







	 	B.	 	If the Restricted Stock Units are continued, assumed, converted or substituted
for, the Restricted Stock Units shall be treated as determined by the Administrator.







	6.	 	RESTRICTIONS ON RESALES OF SHARES







	 	 	The Company may impose such restrictions, conditions or limitations as it determines
appropriate as to the timing and manner of any resales by the Participant or other
subsequent transfers by the Participant of any Common Stock issued in respect of vested
Restricted Stock Units, including without limitation (a) restrictions under an insider
trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner
of sales by Participant and other holders and (c) restrictions as to the use of a specified
brokerage firm for such resales or other transfers.







	7.	 	INCOME TAXES







	 	 	The Company shall not deliver shares in respect of any Restricted Stock Units unless and
until the Participant has made arrangements satisfactory to the Administrator to satisfy
applicable withholding tax obligations. Unless the Participant pays the withholding tax
obligations to the Company by cash or check in connection with the delivery of the Common
Stock, withholding may be effected, at the Company’s option, by withholding Common Stock
issuable in connection with the vesting of the Restricted Stock Units (provided that shares
of Common Stock may be withheld only to the extent that such
withholding will not result in adverse accounting treatment for the Company). The
Participant acknowledges that the Company shall have the right to deduct any taxes required
to be withheld by law in connection wit the delivery of the Restricted Stock Units from any
amounts payable by it to the Participant (including, without limitation, future cash wages).




 


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	8.	 	NON-TRANSFERABILITY OF AWARD







	 	 	The Participant represents and warrants that the Restricted Stock Units are being acquired
by the Participant solely for the Participant’s own account for investment and not with a
view to or for sale in connection with any distribution thereof. The Participant further
understands, acknowledges and agrees that, except as otherwise provided in the Plan or as
permitted by the Administrator, the Restricted Stock Units may not be sold, assigned,
transferred, pledged or otherwise directly or indirectly encumbered or disposed of except
other than by will or the laws of descent and distribution and to the extent expressly
permitted hereby and at all times in compliance with the U.S. Securities Act of 1933, as
amended, and the rules and regulations of the Securities Exchange Commission thereunder, and
in compliance with applicable state securities or “blue sky” laws and non-U.S. securities
laws.







	9.	 	OTHER AGREEMENTS SUPERSEDED







	 	 	The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire
understanding between the Participant and the Company regarding the Restricted Stock Units.
Any prior agreements, commitments or negotiations concerning the Restricted Stock Units are
superseded.







	10.	 	LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS







	 	 	Neither the Participant (individually or as a member of a group) nor any beneficiary or
other person claiming under or through the Participant shall have any right, title,
interest, or privilege in or to any shares of Common Stock allocated or reserved for the
purpose of the Plan or subject to the Grant Notice or these Standard Terms and Conditions
except as to such shares of Common Stock, if any, as shall have been issued to such person
upon vesting of the Restricted Stock Units. Nothing in the Plan, in the Grant Notice, these
Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall
confer upon the Participant any right to continue in the Company’s employ or service nor
limit in any way the Company’s right to terminate the Participant’s employment at any time
for any reason.





 


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	11.	 	GENERAL







	 	 	In the event that any provision of these Standard Terms and Conditions is declared to be
illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such
provision shall be reformed, if possible, to the extent necessary to render it legal, valid
and enforceable, or otherwise deleted, and the remainder of these Standard Terms and
Conditions shall not be affected except to the extent necessary to reform or delete such
illegal, invalid or unenforceable provision.






	 	 	The headings preceding the text of the sections hereof are inserted solely for convenience
of reference, and shall not constitute a part of these Standard Terms and Conditions, nor
shall they affect its meaning, construction or effect.







	 	 	These Standard Terms and Conditions shall inure to the benefit of and be binding upon the
parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.







	 	 	These Standard Terms and Conditions shall be construed in accordance with and governed by
the laws of the State of Delaware, without regard to principles of conflicts of law.







	 	 	All questions arising under the Plan or under these Standard Terms and Conditions shall be
decided by the Administrator in its total and absolute discretion.







	12.	 	ELECTRONIC DELIVERY







	 	 	By executing the Grant Notice, the Participant hereby consents to the delivery of
information (including, without limitation, information required to be delivered to the
Participant pursuant to applicable securities laws) regarding the Company and the
Subsidiaries, the Plan, and the Restricted Stock Units via Company web site or other
electronic delivery.






 


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