Notice of Restricted Stock Award and Restricted Stock Purchase Agreement



 EXHIBIT 10.92 
 EPICOR SOFTWARE CORPORATION 
 2005 STOCK INCENTIVE PLAN 
 NOTICE OF GRANT OF STOCK PURCHASE RIGHT 
 Unless otherwise defined herein, the terms defined in the 2005 Stock Incentive Plan will have the same defined meanings in this Notice of Grant of Stock Purchase Right (the “Notice of Grant”). 
  

			
	Name:	  	«FirstName» «LastName»
		
	Address:	  	«Street», «City» «State»

 You have been granted the right to purchase Common Stock of the Company, subject to the
Company’s Reacquisition Right (as described in the attached Restricted Stock Agreement), as follows: 
  

			
	Grant Number	  	«Grant_ID»
		
	Date of Grant	  	May 26, 2006
		
	Price Per Share	  	$0.001
		
	Total Number of Shares Subject to Stock Purchase Right	  	«Total»
		
	Expiration Date:	  	June 26, 2006
		
	Performance Years:	  	2006, 2007 and 2008 Fiscal Years

 YOU MUST PURCHASE THE SHARES BEFORE THE EXPIRATION DATE OR THE STOCK PURCHASE RIGHT WILL TERMINATE
AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES. By your signature and the signature of the Company’s representative below, you and the Company agree that this Stock Purchase Right is granted under and governed by the terms and
conditions of the 2005 Stock Incentive Plan, the Restricted Stock Agreement, attached hereto as Exhibit A, and the Achievement Targets and Vesting Schedule description, attached hereto as Exhibit B, all of which are made a part of this
document. You further agree to execute the attached Restricted Stock Agreement and the attached Achievement Targets and Vesting Schedule description as a condition to purchasing any Shares under this Stock Purchase Right. 
  

					
	PURCHASER	 		 	EPICOR SOFTWARE CORPORATION
	  
	 		 	  

	Signature	 		 	By: John D. Ireland
			
	«FirstName» «LastName»	 		 	General Counsel and Vice President








 EXHIBIT A 
 EPICOR SOFTWARE CORPORATION 
 2005 STOCK INCENTIVE PLAN 
 RESTRICTED STOCK AGREEMENT 
 Unless
otherwise defined herein, the terms defined in the 2005 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Agreement. 
 WHEREAS, the individual named in the Notice of Grant, (the “Purchaser”) is a Service Provider, and the Purchaser’s continued participation
in the affairs of the Company is considered by the Company to be important for the Company’s continued growth; and 
 WHEREAS in order
to give the Purchaser an opportunity to acquire an equity interest in the Company as an incentive for the Purchaser to continue to participate in the affairs of the Company, the Administrator has granted to the Purchaser a Stock Purchase Right
subject to the terms and conditions of the Plan and the Notice of Grant, which are incorporated herein by reference, and pursuant to this Restricted Stock Agreement (the “Agreement”). 
 NOW THEREFORE, the parties agree as follows: 
 1. Sale of Stock. The Company hereby agrees to sell to the Purchaser and the Purchaser hereby agrees to purchase the number of shares of the Company’s Common Stock (the “Restricted Stock”), at the per Share purchase
price and as otherwise described in the Notice of Grant. 
 2. Payment of Purchase Price. The purchase price for the Restricted Stock,
if any, may be paid by delivery to the Company at the time of execution of this Agreement of cash, a check, or some combination thereof, together with any applicable withholding taxes. 
 3. Reacquisition Right. In the event the Purchaser ceases to be a Service Provider for any or no reason (including death or Disability) before all
of the Shares of Restricted Stock are released from the Company’s Reacquisition Right (see Section 4), such Shares will thereupon be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company (the
“Reacquisition Right”). In addition, in the event the Shares, or a portion thereof, subject to vesting for a particular Performance Year, are forfeited in accordance with Section 4(a) below, such forfeited Shares will be automatically
transferred to and reacquired by the Company at no cost to the Company. The Purchaser will not be entitled to a refund of the price paid for any Shares of Restricted Stock returned to the Company pursuant to this Section 3. Upon such
termination or forfeiture, the Company will become the legal and beneficial owner of the Shares of Restricted Stock being forfeited and reacquired by the Company and all rights and interests therein or relating thereto, and the Company will have the
right to retain and transfer to its own name the number of Shares of Restricted Stock being reacquired by the Company. 
 4. Release of
Shares From Reacquisition Right. 
 (a) Vesting Schedule. A maximum of <<Per Year>> Shares of
Restricted Stock (a “Tranche”) may vest effective each December 31st of the _________ Performance
Years. Within each Tranche, the number of Shares which will vest and be released from the Company’s Reacquisition Right will depend on the Company’s achievement level with respect to the Company’s 








 
Revenue Growth and EBITDA and will be determined in accordance with the Achievement Targets and Vesting Schedule description, attached hereto as Exhibit
B. The portion of each Tranche which does not vest shall be forfeited as of December 31st of the applicable
Performance Year and automatically transferred to and reacquired by the Company at no cost to the Company in accordance with Section 3 above. Notwithstanding the foregoing, in the event a Change of Control (as defined in Section 14(c) of
the Plan) occurs during a Performance Year, the Purchaser will immediately vest in, and the Company’s Reacquisition Right will lapse with respect to, the number of Shares of Restricted Stock attributable to the highest Achievement Target
percentages in Achievement Level II for Revenue Growth and EBITDA (set forth in the Achievement Targets and Vesting Schedule description, attached hereto as Exhibit B) for the Performance Year in which the Change of Control occurs and any
future Performance Year(s). 
 (b) As used herein, “Revenue Growth” shall mean the percent of increased revenue over
the prior fiscal year, as per Company’s year-end press release. 
 (c) As used herein, “Revenue” shall mean the
Company’s Revenue for any fiscal year, as per the Company’s year-end report on Form 10-K. 
 (d) As used herein,
“EBITDA” shall mean Earnings Before Income Tax, Depreciation and Amortization as per Company’s year-end press release. 
 (e) Any of the Shares that have not yet been released from the Reacquisition Right are referred to herein as “Unreleased Shares.” 
 (f) The Administrator of the Plan will determine, in its sole discretion, whether any approved mid-year business plan changes, including
but not limited to acquisitions, will be taken into account for purposes of calculating Revenue, Revenue Growth or EBITDA for the particular Performance Year. In addition, actual corporate Revenue, Revenue Growth, and EBITDA may exclude transactions
which are considered unusual in nature and do not directly arise from the operations of the Company (e.g. gains on sales of product lines or restructuring charges). The Administrator of the Plan shall have the final approval over any exclusion of
such items from actual corporate Revenue, Revenue Growth, or EBITDA. 
 5. Restriction on Transfer. Except for the escrow described in
Section 6 or the transfer of the Shares to the Company contemplated by this Agreement, none of the Shares or any beneficial interest therein will be transferred, encumbered or otherwise disposed of in any way until such Shares are released from
the Company’s Reacquisition Right in accordance with the provisions of this Agreement. Any distribution or delivery to be made to the Purchaser under this Agreement will, if the Purchaser is then deceased, be made to the Purchaser’s
designated beneficiary, or if no beneficiary survives the Purchaser, to the administrator or executor of the Purchaser’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and
(b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer. 
 6. Escrow of Shares. 
 (a) All Shares of Restricted Stock will, upon execution of this
Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock and stock assignment will be held by the Escrow Holder until such time as the Company’s
Reacquisition Right expires or the date the Purchaser ceases to be a Service Provider. 







 (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect
to holding the Unreleased Shares in escrow while acting in good faith and in the exercise of its judgment. 
 (c) Upon the
Purchaser’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the Unreleased Shares to the Company. The Purchaser
hereby appoints the Escrow Holder with full power of substitution, as the Purchaser’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of the Purchaser to take any action and execute all documents
and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such Unreleased Shares to the Company upon such termination. 
 (d) When a portion of the Shares has been released from the Reacquisition Right, upon request, the Escrow Holder will take all steps
necessary to accomplish the transfer of the Unreleased Shares to the Purchaser. 
 (e) Subject to the terms hereof, the
Purchaser will have all the rights of a shareholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. 
 (f) In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split-up, share
combination, or other change in the corporate structure of the Company affecting the Common Stock, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change the Purchaser will in his capacity as
owner of Unreleased Shares that have been awarded to him be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or
securities will thereupon be considered to be Unreleased Shares and will be subject to all of the conditions and restrictions which were applicable to the Unreleased Shares pursuant to this Agreement. If the Purchaser receives rights or warrants
with respect to any Unreleased Shares, such rights or warrants may be held or exercised by the Purchaser, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise
of such rights or warrants will be considered to be Unreleased Shares and will be subject to all of the conditions and restrictions which were applicable to the Unreleased Shares pursuant to this Agreement. The Administrator in its absolute
discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or
warrants. 
 (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates
representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Agreement. 
 7.
Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares of Restricted Stock may be released from the escrow established pursuant to Section 6, unless and until satisfactory
arrangements (as determined by the Administrator) will have been made by the Participant with respect to the payment of income, employment and other taxes which the Company determines must be withheld with respect to such Shares. The Administrator,
in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part by one or more of the following (without limitation):
(a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum 








 
amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to
be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to
be withheld. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 4, the
Participant will permanently forfeit such shares and the shares will be returned to the Company at no cost to the Company. 
 8. General
Provisions. 
 (a) This Agreement will be governed by the internal substantive laws, but not the choice of law rules of
California. This Agreement, subject to the terms and conditions of the Plan and the Notice of Grant, represents the entire agreement between the parties with respect to the purchase of the Shares by the Purchaser. Subject to Section 16(b) of
the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan will prevail. Unless otherwise defined herein, the terms defined in the Plan will
have the same defined meanings in this Agreement. 
 (b) Any notice, demand or request required or permitted to be given by
either the Company or the Purchaser pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the
addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. 
 Any notice to the Escrow Holder will be sent to the Company’s address with a copy to the other party hereto. 
 (c) The rights of the Company under this Agreement will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the
Company’s successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company. 
 (d) Either party’s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such
provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal
remedy available to it. 
 (e) The Purchaser agrees upon request to execute any further documents or instruments necessary or
desirable to carry out the purposes or intent of this Agreement. 
 (f) Purchaser acknowledges and agrees that the vesting of
Shares of Restricted Stock pursuant to Section 4 hereof is earned only by continuing as a Service Provider at the will of the Company (and not through the act of being hired or purchasing Shares hereunder). Purchaser further acknowledges and
agrees that this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as a Service Provider for the vesting period, for any period, or at
all, and will not interfere with the Purchaser’s right or the Company’s right to terminate the Purchaser’s relationship as a Service Provider at any time, with or without cause. 







 By Purchaser’s signature below, Purchaser represents that he or she is familiar with the terms and
provisions of the Plan, and hereby accepts this Agreement subject to all of the terms and provisions thereof. Purchaser has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement and fully understands all provisions of this Agreement. Purchaser agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this
Agreement. Purchaser further agrees to notify the Company upon any change in the residence indicated in the Notice of Grant. 
  

					
	 PURCHASER:
	 		 	 EPICOR SOFTWARE CORPORATION

			
	   	 		 	   
	 Signature
	 		 	 By John D. Ireland

			
	   	 		 	   
	<<First Name>> <<Last Name>>	 		 	 General Counsel and Vice President

			
	 Date: _________, 200____
	 		 	 Date: ___________, 200___