exv10w5g



 






EXHIBIT 10.5G




COMPUTER NETWORK TECHNOLOGY CORPORATION

2002 STOCK AWARD PLAN

RESTRICTED STOCK UNIT

DEFERRED STOCK AWARD ELECTION




TO: Human Resources Department, Computer Network Technology Corporation (the “Company”)




FROM:                                                           (Employee)




I hereby elect to defer receipt of Common Shares as settlement of the
Restricted Stock Units (“RSU”) I have been granted under the Computer Network
Technology Corporation 2002 Stock Award Plan (the “Plan”). I understand that
except as set forth in this election, my election is irrevocable once made and
that the terms of the Plan (or its successors) will govern my election. I
understand that a deferral election will not be effective unless it is made at
least 12 months before the date that an RSU will vest (or within 30 days after
the initial grant of an RSU so long as the election is made at least six months
before the RSU vests). The terms of my election are as follows:




	1.	 	Deferred Settlement Date.
	 
	 	 	Subject to the terms of the Plan and the RSU Agreement, I will receive Common Shares in settlement of my deferred
RSU within 30 days of the earliest of (i) the Deferred Settlement Date I have elected below, (ii) the date of my
termination of employment, as defined in the RSU Agreement; (iii) the date of a Fundamental Change unless
appropriate provision is made for protection of the RSUs under paragraph 4.1 of the RSU Agreement; or (iv) an Event
as defined in the Plan. A Deferred Settlement Date may be no earlier than twelve months following the date of the
election. I understand that if I elect to have my RSUs settled in substantially equal annual installments then the
Deferred Settlement Date chosen herein will begin the first distribution, and that future distributions will occur
on that anniversary date in each subsequent year (unless settled sooner as described above).



I elect the following Deferred Settlement Date(s):





	 	 	 	 	 
	 	 	For that portion of my RSU that vests on
	 	 	the Deferred Settlement Date is                     .
	 
	 	 	 	 
	

	 	These RSUs will be settled
	 	[  ] in a lump sum
	

	 	 	 	[  ] in    annual installments (up to 5)
	 
	 	 	 	 
	 	 	For that portion of my RSU that vests on
	 	 	the Deferred Settlement Date is                     .
	 
	 	 	 	 
	

	 	These RSUs will be settled
	 	[  ] in a lump sum
	

	 	 	 	[  ] in    annual installments (up to 5)
	 
	 	 	 	 
	 	 	For that portion of my RSU that vests on
	 	 	the Deferred Settlement Date is                     .
	 
	 	 	 	 
	

	 	These RSUs will be settled
	 	[  ] in a lump sum
	

	 	 	 	[  ] in    annual installments (up to 5)







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	 	 	For that portion of my RSU that vests on
	 	 	the Deferred Settlement Date is                     .
	 
	 	 	 	 
	

	 	These RSUs will be settled
	 	[  ] in a lump sum
	

	 	 	 	[  ] in    annual installments (up to 5)






2. Change of Settlement Date.



I understand that I may be able to change the Settlement Date(s) chosen herein.
However, such a change must be made at least one (1) year prior to the
original Deferred Settlement Date. I further understand that the new
Settlement Date(s) must be set to occur at least one (1) year after the date on
which the Change of Settlement Date notice is filed. A modification to the
Deferred Settlement Date elected herein will also require the consent of the
Company. I further understand that the ability to change the Deferred
Settlement Date may not be available to me in the future as a result of changes
to the Company’s future policy on changes in elections or any changes to the
applicable tax requirements governing deferred compensation occurring after
this deferral election and any future elections.



3. Irrevocability of Election.



This Deferred Stock Award Election will become irrevocable when filed.
However, at any time I may elect with the consent of the Company to receive
vested RSUs in Common Shares by accelerating my Deferred Settlement Date. I
will receive 90% of the requested RSUs (rounded down to the nearest whole
share), with the balance permanently forfeited to the Company. I understand
that changes in applicable tax requirements may cause this acceleration to
become unavailable in the future.



4. Awards Unfunded.



I understand that the Company has not formally funded my deferred stock unit
awards. I understand that I am an unsecured creditor of the Company with
respect to my award until I am issued Common Shares in settlement of my award.



5. Subject to Plan.



This Deferred Stock Award Election is in all respects subject to the terms and
conditions of the Plan. Should any inconsistency exist between this Deferred
Stock Award Election, the Plan, the RSU Agreement, and/or any relevant
regulatory guidance (e.g., the Internal Revenue Code), then the provisions of
either the regulatory guidance or the Plan will control, with the Plan
subordinated to the relevant regulatory guidance.




	 	 	 
	Dated:

	
	

	

	 	Signature
	 
	 	 
	Received by CNT’s Human Resources Department
	 
	 
	 	 
	Dated:

	
	

	

	 	Signature







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