EX-10.5



 





Exhibit 10.5




COMMVAULT SYSTEMS, INC.

LONG-TERM STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT




     This
RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made and entered into as of                (the “Grant
Date”), by and between CommVault Systems, Inc. (the “Company”) and                (the “Participant”).



     WHEREAS, the Company maintains the CommVault Systems, Inc. Long-Term Incentive Plan (the
“Plan”); and



     WHEREAS, the Compensation Committee of the Board of Directors of the Company has approved the
grant of restricted stock units pursuant to the Plan to the Participant on the terms and conditions
set forth herein;



     NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:



     1.     Defined Terms. Terms used in this Agreement are defined
elsewhere in this Agreement; provided, however, that, except where the
context clearly implies or indicates the contrary, a word, term, or phrase
used in the Plan is similarly used in this Agreement.



     2.     Grant of Restricted Stock Units. The Participant is hereby
granted
                restricted stock units (the “Restricted Stock Units”)
under the Plan, subject to all of the terms and conditions of this Agreement and the Plan.



     3.     Vesting and Forfeiture of Units. All Restricted Stock Units
shall be unvested unless and until they become vested and non-forfeitable
in accordance with this Section 3. Except as otherwise provided below, if
the Participant is employed by the Company or any of its affiliates (collectively,
“CommVault”) as of the applicable “Anniversary Date” set forth below,
the Restricted Stock Units shall become vested and non forfeitable according to the percentage set forth opposite such date:




 









 








	 	 	 	 	 
	Anniversary Date	 	Cumulative
	 	 	Percentage
	 	 	Vested
	First Anniversary of Grant Date

	 	 	25%	 
	Quarterly Thereafter

	 	 	6.25	%







	 	(a)	 	The date on which Restricted Stock Units become vested is referred to as
the “Vesting Date” with respect to such Restricted Stock Units.




Any Restricted Stock Units that are not otherwise vested and nonforfeitable upon the Participant’s
termination of employment with CommVault shall be immediately forfeited and the Participant shall
have no further rights to, under or with respect to such Restricted Stock Units.




     4.     Settlement. Restricted Stock Units that have become vested
in accordance with Section 3 shall be settled as of the Vesting Date for
those Restricted Stock Units. Settlement of the vested Restricted Stock
Units on the Vesting Date shall be made in the form of shares of Stock
(with one share of Stock distributed for each vested Restricted Stock Unit
and cash equal in value to any fractional Restricted Stock Unit) registered
in the name of the Participant. The shares of Stock distributed in
settlement of the Restricted Stock Units may, at the request of the
Participant, may be evidenced by stock certificates which shall be
delivered to Participant within five (5) business days of such request.



     5.     Restrictions on Transfer. The Participant may not sell,
assign, pledge or transfer, other than by the laws of descent or
distribution, his Restricted Stock Units or any rights under or with respect
to the Restricted Stock Units.



     6.     Rights as a Stockholder. The Participant shall not be a
stockholder of the Company until the shares of Stock issued in settlement
of the Restricted Stock Units are registered in his name in accordance
with the terms of this Agreement.



     7.     Notices. Any notice required or permitted under this
Agreement shall be deemed given when delivered personally, or when deposited
in a United States Post Office, postage prepaid, addressed, as
appropriate, to the Company at its principal offices, to the Participant at
the Participant’s address as last known by the Company or, in either case,
such other address as one party may designate in writing to the other.



     8.     Securities Laws Requirements. The Company may require as
a condition of distribution of any shares of Stock in settlement of the Restricted Stock Units
that the Participant furnish a written representation
that he or she is holding the shares of Stock for investment and not with a view to resale or distribution to the public.



 









 





     9.     Protections Against Violations of Agreement. No purported sale,
assignment, mortgage, hypothecation, transfer, pledge,
encumbrance, gift, transfer in trust (voting or other) or other disposition
of, or creation of a security interest in or lien on, any of the Restricted
Stock Units by any holder thereof in violation of the provisions of this
Agreement shall be valid. The Restricted Share Units do not constitute
shares of Stock unless and until the shares of Stock issued in settlement
of the Restricted Stock Units are registered in his name in accordance
with the terms of this Agreement and the Participant shall not, as a result
of this Agreement, be a stockholder of the Company. The foregoing
restrictions are in addition to and not in lieu of any other remedies, legal
or equitable, available to enforce said provisions.



     10.     Taxes. The Participant understands that he or she (and not
the Company) shall be responsible for any tax obligations that may arise
as a result of the transactions contemplated by this Agreement and shall
pay to the Company the amount determined by the Company to be such
tax obligation at the time such tax obligation arises. If the Participant
fails to make such payment, the number of shares of Stock necessary to
satisfy the tax obligations shall be withheld from any distribution in
settlement of Restricted Stock Units and shall be used to satisfy the
Participant’s tax obligations. Without limiting the generality of the
foregoing, (a) the Company has the right to withhold any shares of Stock
to satisfy any applicable withholding taxes required by law, to the extent
that the Company determines it is required to do so by law, and (b) the
Participant agrees to pay to the Company (and hereby authorizes the
Company to withhold from other amounts that are otherwise payable to
him from the Company if he fails to make such payment), the amount of
the Participant’s portion of any required employment taxes
(e.g., FICA
and Medicare taxes) that are due upon the vesting of all or any portion of
the Restricted Stock Units, which payment shall be made at such time
specified by the Company in order to enable the Company to meet its
legal obligations with respect to such payments.



     11.     Failure to Enforce Not a Waiver. The failure of the Company
to enforce at any time any provision of this Agreement shall in no way be
construed to be a waiver of such provision or of any other provision hereof.



     12.     Governing Law. This Agreement shall be governed by and
construed according to the laws of the State of Delaware without regard to its principles of conflict of laws.



     13.     Amendments. Except as provided in Section 17, this Agreement may be amended or modified at any time only by an instrument
in writing signed by each of the parties hereto.



 









 





     14.     Survival of Terms. This Agreement shall apply to and bind
the Participant and the Company and their respective permitted assignees
and transferees, heirs, legatees, executors, administrators and legal successors.



     15.     Agreement Not a Contract for Services. Neither the grant of
Restricted Stock Units, this Agreement nor any other action taken
pursuant to this Agreement shall constitute or be evidence of
any agreement or understanding, express or implied, that the Participant has
a right to continue to provide services as an officer, director, employee or
consultant of the Company for any period of time or at any specific rate of compensation.



     16.     Severability. If a provision of this Agreement is held invalid by a court of
competent jurisdiction, the remaining provisions will nonetheless be enforceable according to their terms.
Further, if any provision is held to be over broad as written, that provision shall be amended
to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as
amended.



     17.     Plan. The Restricted Stock Units are granted pursuant to the Plan, and the
Restricted Stock Units and this Agreement are in all respects governed
by the Plan and subject to all of the terms and provisions thereof,
whether such terms and provisions are incorporated in this Agreement by reference or are expressly cited.


By accepting this grant, the Participant agrees to the terms of this the Agreement and the
Plan.