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Exhibit 10.07.1
1
ALPHABET INC.
2012 STOCK PLAN
ALPHABET RESTRICTED STOCK UNIT AGREEMENT
This Alphabet Restricted Stock Unit Agreement (the “Agreement”) is entered into as of
[DATE] (the “Grant Date”) by and between [NAME] (the “Participant”) and Alphabet Inc., a
Delaware corporation (“Alphabet”, and together with its Subsidiaries, the “Company”).
I. GRANT OF AWARD
Alphabet has granted the Participant an award of Alphabet restricted stock units (the GSUs”)
pursuant to the Alphabet Inc. 2012 Stock Plan (the “Plan”). Each GSU represents the right to
receive one share of Capital Stock, subject to the terms and conditions of the Plan and this
Agreement, including any special terms and conditions for the jurisdiction in which the Participant
resides contained in Exhibit A or any other appendix hereto (the “Appendix”). Certain details of the
GSUs, specifically the number of GSUs and the vesting schedule of the GSUs (collectively, the
“GSU Details”) are accessible to the Participant through the Participant’s brokerage account and the
GSU Details are hereby incorporated into this Agreement by reference. Capitalized terms used but
not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan.
II. TERMS OF GSUs
1. Vesting of GSUs.
(a) In General. Except as otherwise provided in subsection (b) below, the GSUs will vest
in accordance with the vesting schedule set forth in the GSU Details, subject to the Participant’s
continued employment with, or service to, the Company on each applicable vesting date. In the
event the Participant ceases to be employed by, or ceases to provide services to, the Company for
any reason except his or her death (as set forth in subsection (b) below), if applicable, all of the then
outstanding and unvested GSUs will be forfeited effective as of the date that the Participant ceases to
be employed by, or ceases to provide services to, the Company (the “Termination Date”) and the
Participant will have no further rights to such unvested GSUs. Unless and until the GSUs have
vested, the Participant will have no right to the delivery of any shares of Capital Stock pursuant
thereto and prior to the actual delivery of the shares of Capital Stock pursuant to the GSUs, the
GSUs represent an unfunded, unsecured obligation of the Company, payable (if at all) only from the
general assets of the Company.
(b) Death of Participant. In the event that the Participant ceases to be employed by, or
ceases to provide services to, the Company as a result of the Participant’s death, then (i) all of the
then outstanding and unvested GSUs shall immediately vest as of the Termination Date; provided,
that, if the Participant is a director or executive officer (within the meaning of Section 16 of the
Exchange Act and the regulations thereunder) of Alphabet (each, a “Section 16 Person”) as of the
Grant Date and/or as of the Participant’s death, then such vesting acceleration shall not be applicable
and all of the then outstanding and unvested GSUs shall be forfeited effective as of the Termination
Date, and (ii) any delivery of shares of Capital Stock to be made to the Participant under this
Agreement will be made to the Participant’s designated beneficiary, provided that such beneficiary
has been designated prior to the Participant’s death; in the absence of any such effective designation,