exv10w5f



 






EXHIBIT 10.5F




COMPUTER NETWORK TECHNOLOGY CORPORATION

2002 STOCK AWARD PLAN

RESTRICTED STOCK UNIT AGREEMENT




     THIS AGREEMENT made as of the 22nd day of March, 2004, between Computer
Network Technology Corporation, a Minnesota corporation (the “Company”) and
                     (the “Employee”),



W I T N E S S E T H:




     WHEREAS, the Computer Network Technology Corporation 2002 Stock Award Plan
(the “Plan”) permits the Company to make stock based awards to Employees; and



     WHEREAS, the Compensation Committee of the Board of Directors of CNT (the
“Committee”) has determined to make an award of Restricted Stock Units to the
Employee, such stock based award to be governed by the terms of the Plan and
this Agreement;



     NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration, the
parties agree as follows:



     1. Definitions and Construction.



1.1 Definitions. Unless otherwise defined in this Agreement or the
Deferred Stock Award Election Form made available by the Company
(“Election Form”), defined terms not explicitly defined in this
Agreement but defined in the Plan shall have the same definitions as
in the Plan.



1.2 Construction. Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation
of any provision of this Agreement. Except when otherwise indicated
by the context, the singular shall include the plural and the plural
shall include the singular. Use of the term “or” is not intended to
be exclusive, unless the context clearly requires otherwise.



     2. Grant of Restricted Stock Units.



2.1 Subject to the terms and conditions of the Plan and of this
Agreement (and subject to execution of this Agreement by Employee),
the Company has granted to
Employee           Restricted Stock Units
(“RSUs”) effective March 22, 2004 (“Date of Grant”). Such RSUs are
subject to the terms and restrictions provided for in this Agreement.



2.2 No RSUs may be sold, transferred, pledged, hypothecated or
otherwise encumbered or disposed of until such RSUs have vested in
Employee in accordance with all terms and conditions of this
Agreement and Common Shares issued for such RSUs. The RSUs shall
remain restricted and subject to forfeiture by Employee to the
Company unless and until such RSUs have vested in
Employee in accordance with all terms and conditions of this
Agreement and settled in Common Shares.



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3. Normal Vesting. For purposes of this Agreement, the term “Employment”
and similar terms shall include the providing of services to the Company,
or an Affiliate thereof, in the capacity of employee, advisor or
consultant. If the Employee remains continuously employed by the Company
or an Affiliate thereof (excluding any periods during which the Employee
is on approved leaves of absence), then the RSUs will vest in accordance
with the following schedule:



	 	 	 
	Date
	 	Number of RSUs Becoming Vested

	March 21, 2005

	 	         
	March 21, 2006

	 	         
	March 21, 2007

	 	         
	March 21, 2008

	 	         







4. Accelerated Vesting. Notwithstanding paragraph 3, above:



4.1 In the event of a Fundamental Change, if (i) the Fundamental
Change involves a merger, consolidation or statutory share exchange,
unless appropriate provision shall be made for the protection of the
RSUs by the substitution of appropriate RSUs or restricted stock of
the corporation surviving any such merger or consolidation or, if
appropriate, the parent corporation of the Company or such surviving
corporation, or (ii) the Fundamental Change involves the dissolution
or liquidation of the Company, then the Committee shall declare at
least 20 days prior to the occurrence of the Fundamental Change, and
provide written notice to the Employee of the declaration, that all
conditions, limitations and restrictions relating to the RSUs are
cancelled and terminated effective as of the actual closing of the
Fundamental Change and that the RSUs shall after such closing be and
remain unrestricted and subject to settlement;



4.2 The RSUs shall vest immediately upon the occurrence of an Event;
and



4.3 The RSUs shall vest immediately upon the death of the Employee or
the Employee’s becoming disabled (within the meaning of Section
22(e)(3) of the Internal Revenue Code of 1986, as amended (the
“Code”)) while employed by the Company.



5. Settlement of the RSUs.



5.1 No Additional Payment Required. The Employee shall not be
required to make any additional payment of consideration upon
settlement of an RSU.



5.2 Issuance of Shares of Stock. Subject to the provisions of
paragraph 5.5 below, the Company shall issue to the Employee a number
of whole Common Shares equal to the number of vested RSUs then held
by the Employee rounded down to the nearest whole number, on a date
(the “Settlement Date”) within thirty (30) days following the
earliest of (a) the date an RSU becomes vested, unless the Employee
has elected a Deferred Settlement Date or Dates for such RSUs as
defined in the Election Form; (b) the Deferred



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Settlement Date or
Dates (as defined by the Employee in the Election Form), (c) the date on which the
Employee terminates employment; (d) the date of a Fundamental Change
unless appropriate provision has been made for protection of the RSUs
under paragraph 4.1; or (e) an Event. Such Common Shares shall not
be subject to any restriction on transfer other than any such
restriction as may be required pursuant to paragraph 5.5 or any
applicable law, rule or regulation. On the Settlement Date, the
Company shall pay to the Employee cash in lieu of any fractional
Common Share represented by a fractional RSU subject to this Award in
an amount equal to the Fair Market Value on the earliest date
specified in (a) through (e) above of such fractional Common Share.



5.3 Tax Withholding. At the time the RSU is granted, or at any time
thereafter as requested by the Company, the Employee hereby
authorizes withholding from the RSUs such number of Common Shares,
valued at their Fair Market Value on the date so used, as may be
required to satisfy the federal, state, local and foreign tax
withholding obligations of the Company, if any, which arise in
connection with the RSU or the issuance of Common Shares in
settlement thereof. The Company shall reduce the number of shares
issued to the Employee on the Settlement Date by the number of shares
required to cover the tax withholding as of such date, such shares to
be valued at their Fair Market Value on the earliest date specified
in paragraph 5.2 (a) through (e) above. The Company shall have no
obligation to deliver Common Shares until the tax withholding
obligations of the Company have been satisfied by the Employee.



5.4 Certificate Registration. The certificate for the shares as to
which the RSU is settled shall be registered in the name of the
Employee, or, if applicable, in the names of the heirs of the
Employee.



5.5 Restrictions on Grant of the RSU and Issuance of Shares. The
grant of the RSUs and issuance of Common Shares upon settlement of
the RSUs shall be subject to compliance with all applicable
requirements of federal, state or foreign law with respect to such
securities, including requirements as amended after grant of the RSU.
No Common Shares may be issued hereunder if the issuance of such
shares would constitute a violation of any applicable federal, state
or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the
Common Stock may then be listed. The inability of the Company to
obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company’s legal counsel to be necessary to the
lawful issuance and sale of any shares subject to the RSU shall
relieve the Company of any liability in respect of the failure to
issue or sell such shares as to which such requisite authority shall
not have been obtained. As a condition to the settlement of the RSU,
the Company may require the Employee to satisfy any qualifications
that may be necessary or appropriate, to evidence compliance with any
applicable law or regulation and to make any representation or
warranty with respect thereto as may be requested by the company.



5.6 Fractional Shares. The Company shall not be required to issue
fractional shares upon the settlement of an RSU.



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6. Dividend Equivalent Rights. Effective on the date of payment of cash
dividends on the Common Shares occurring on and after the Date of Grant
and before the Settlement Date, the number of
RSUs subject to this grant shall be increased by such additional whole
and/or fractional RSUs determined by the following formula:



X = (AxB)/C



where,



“X” is the number of whole and/or fractional RSUs to be
credited with respect to the grant;



“A” is the amount of cash dividends paid on one Common
Share;



“B” is the number of whole and fractional RSUs subject to
this grant as of the cash dividend record date but
immediately prior to the application of this paragraph;
and



“C” is the Fair Market Value of a Common Share on the cash
dividend payment date.



Such additional RSUs shall be subject to the same terms and
conditions and shall be settled in the same manner and at the same
time as the RSUs originally subject to this grant.



7. Forfeiture. If the Employee’s employment with the Company, or an
Affiliate thereof, is terminated, other than by reason of the Employee’s
death or disability (within the meaning of Section 22(e)(3) of the Code),
then any RSUs that have not previously vested shall be forfeited by
Employee to the Company. Employee shall thereafter have no right, title
or interest whatever in such RSUs.



8. The Committee; Adjustments. The Committee, in its sole and absolute
discretion, shall determine (i) whether the Employee has become disabled
(within the meaning of Section 22(e)(3) of the Code), and (ii) any other
terms and conditions relating to this grant. The Committee may modify
this grant, in its sole and absolute discretion, to adjust the number or
type of securities subject hereto in the event of a reorganization,
merger, consolidation, recapitalization, liquidation, reclassification,
stock dividend, stock split, combination of shares, rights offering, or
extraordinary dividend or divestiture (including a spin-off), or any other
change in the corporate structure or Common Shares of the Company.



9. Employment. This Agreement shall not give the Employee any right to
continued employment with the Company or any Affiliate, and the Company
or any Affiliate employing the Employee may terminate such employment or
otherwise treat the Employee without regard to the effect it may have
upon the Employee or any RSUs under this Agreement.



10. Other Benefit And Compensation Programs. Neither the RSUs nor the
Common Shares into which the RSUs are settled shall not be deemed a part
of the Employee’s regular, recurring compensation for purposes of the
termination, indemnity, or severance pay law of any country and shall not
be included in, nor have any effect on, the determination of benefits
under any other employee benefit plan, contract, or similar arrangement
provided by the Company or any Affiliate unless expressly so provided by
such other plan, contract, or



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arrangement, or unless the Committee
determines that the RSUs, or a portion thereof, should be included to accurately
recognize that the RSU grant has been made in lieu of a portion of
competitive cash compensation, if such is the case.



11. Rights as a Stockholder, Director, Employee or Consultant. The
Employee shall have no rights as a stockholder with respect to any shares
which may be issued in settlement of this grant until the date of the
issuance of a certificate for such shares (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent
of the Company). No adjustment shall be made for dividends, distributions
or other rights for which the record date is prior to the date such
certificate is issued, except as provided in paragraph 8 or pursuant to
the Dividend Equivalent Rights of paragraph 6.



12. Legends. The Company may at any time place legends referencing any
applicable federal, state or foreign securities law restrictions on all
certificates representing shares of stock issued pursuant to this
Agreement. The Employee shall, at the request of the Company, promptly
present to the Company any and all certificates representing shares
acquired pursuant to this grant in the possession of the Employee in
order to carry out the provisions of this paragraph.



13. Interpretation of This Agreement. All decisions and interpretations
made by the Committee with regard to any question arising under this
Agreement or the Plan shall be binding and conclusive upon the Company,
any Affiliate and the Employee. In the event that there is any
inconsistency between the provisions of this Agreement and the Plan, the
provisions of the Plan shall govern.



14. Miscellaneous. This Agreement is entered into pursuant to the Plan
and is subject to all of the terms and conditions contained in the Plan.
A copy of the Plan is on file with the Company; and, by acceptance hereof,
the Employee agrees and accepts this Agreement subject to the terms of the
Plan. This Agreement shall be binding upon and inure to the benefit of
any successor of the Company. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota. This
Agreement contains all terms and conditions with respect to the subject
matter hereof and no amendment, modification or other change hereto shall
be of any force or effect unless and until set forth in a writing executed
by the Employee and the Company.



     IN WITNESS WHEREOF, the Employee has executed this Agreement and the
Company has caused this Agreement to be executed by its duly authorized
officer, all as of the day and year first above written.



	 	 	 
	

	COMPUTER NETWORK TECHNOLOGY CORPORATION
	 
	 	 
	

	By	 

	

	Its Director of Compensation and Benefits
	 
	 	 
	

	
 
	

	«employee»








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