A123 SYSTEMS, INC.
Restricted Stock Unit Agreement
1. Grant of RSUs .
This Agreement evidences the grant by A123 Systems, Inc., a Delaware corporation (the
“Company”), on , 20 (the “Grant Date”) to [ ] (the “Participant”) of restricted stock units
(“RSUs”) providing the Participant with the right to receive [ ] shares of common stock (“Common Stock”),
$.001 par value, of the Company (the “Shares”). The grant is subject to the terms and conditions set forth in this
Agreement and in the Company’s 2009 Stock Incentive Plan, as amended (the “Plan”).
2. Vesting and Forfeiture .
(a) While the Participant remains an employee or officer of, or consultant or advisor to, the
Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an
“Eligible Participant”), except as provided in Section 2(c) and 2(d) below, the RSUs will vest in accordance with
the following vesting schedule: 25% of the original number of Shares shall vest on the first anniversary of the
Grant Date and an additional 6.25% of the original number of Shares shall vest at the end of each successive
three-month period following the first anniversary of the Grant Date until the fourth anniversary of the Grant Date,
at which time all remaining unvested Shares shall vest. The number of Shares that vest on any date shall be
rounded down to the nearest whole number of Shares.
(b) If the Participant ceases to be an Eligible Participant for any reason or no reason, then
the Participant will immediately and automatically forfeit all rights to any of the RSUs that otherwise would vest
after the date the Participant’s employment or other service providing relationship ends.
(c) Immediately before a Change in Control (as defined below), 50%