STOCK UNIT AWARD AGREEMENT under the MIPS TECHNOLOGIES, INC.
Exhibit
10.1
FORM OF TIME VESTING RSU
GRANT
under
the
MIPS
TECHNOLOGIES, INC.
1998
LONG-TERM INCENTIVE PLAN
This
Stock Unit Award Agreement (the “Award Agreement”), dated as of the
«Date_of_Grant» (the “Grant Date”), between MIPS Technologies, Inc., a Delaware
corporation (the “Company") and «Recipient» (the "Recipient"), is made pursuant
and subject to the provisions of the Company's Amended and Restated 1998
Long-Term Incentive Plan, and any future amendments thereto (the "Plan"). The
Plan, as it may be amended from time to time, is incorporated herein by
reference.
1. Definitions. All
capitalized terms used herein but not expressly defined shall have the meaning
ascribed to them in the Plan. All references to the Company herein shall also be
deemed to include references to any and all entities directly or indirectly
controlled by the Company and which are consolidated with the Company for
financial accounting purposes.
2. Award of Stock
Units. Subject to the terms and conditions of the Plan and to
the terms and conditions set forth in this Award Agreement, the Company on this
date awards to the Recipient «Shares_spelled_out» «Number_of_Shares» Stock Units
(referred to hereinafter as the "Restricted Stock Units"). The
Restricted Stock Units awarded herein do not represent an equity security of the
Company and do not carry any voting or dividend rights. Prior to
actual distribution of Shares from any vested Restricted Stock Units, such
Restricted Stock Units will represent an unsecured obligation of the Company,
payable (if at all) only from the general assets of the Company.
3. Vesting
Schedule. Except as otherwise provided in this Award
Agreement, the Restricted Stock Units shall vest and become non-forfeitable over
a [____] period with
[____] of
the Restricted Stock Units vesting on [____] (each a
“Vesting Date”) as set forth in the
following vesting schedule, provided that the Recipient’s Continuous Service
with the Company continues until the applicable Vesting Date:
Vesting
Date Number of Restricted Stock
Units Vesting
[________],
20[__] «Units_Vested_Year_1»
[________],
20[__] «Units_Vested_Year_2»
[________],
20[__] «Units_Vested_Year_3»
Except as
otherwise specifically provided herein, there shall be no proportionate or
partial vesting in the periods prior to each Vesting Date, and vesting shall
occur only on the applicable Vesting Date.
4. Payment for Vested
Restricted Stock Units; Forfeiture of Unvested Units. Except
as otherwise provided in Section 13 hereof, within thirty (30) days after each
Vesting Date, the Recipient shall receive one share of Stock for each vested
Restricted Stock Unit that has vested on such Vesting Date, free and clear of
the restrictions set forth in this Award Agreement, except for any restrictions
necessary to comply with federal and state securities laws. Certificates
representing such Shares shall be delivered to the Recipient or electronic
delivery shall be made to a brokerage account satisfactory to the Company as
promptly as practical following the Recipient becoming entitled to receive such
Shares. Any Restricted Stock Units that are not vested as of the
termination of Recipient’s Continuous Service shall automatically and
immediately be forfeited on the date of the termination of Recipient’s
Continuous Service and the Recipient shall not be entitled to any Shares for
such forfeited Restricted Stock Units.
5. Tax
Withholding. The Recipient shall pay to the Company, or make
arrangements satisfactory to the Plan Administrator for payment of, any federal,
state or local taxes of any kind required by law to be withheld with respect to
the grant of Restricted Stock Units (including without limitation the vesting
thereof) and any Dividend Equivalents or
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LTIP
Stock Unit Award Agreement 8.13.2009
other
distributions made by the Company to the Recipient with respect to the
Restricted Stock Units as and when the Company determines those amounts to be
due. The Plan Administrator, in its sole discretion and pursuant to
such procedures as it may specify from time to time, may permit Recipient to
satisfy such tax withholding obligation, in whole or in part by one or more of
the following: (a) paying cash, (b) electing to have the Company withhold
otherwise deliverable Shares having a value equal to the minimum amount
statutorily required to be withheld, (c) delivering to the Company already
vested and owned Shares having a value equal to the amount required to be
withheld, or (d) selling a sufficient number of such Shares otherwise
deliverable to Recipient through such means as the Plan Administrator may
determine in its sole discretion (whether through a broker or otherwise) equal
to the amount required to be withheld.
6. Non-Transferability of
Restricted Stock Units. No Restricted Stock Units shall be
transferable or assignable by the Recipient, other than by will or the laws of
descent and distribution. The terms of the Plan and this Award
Agreement shall be binding upon the executors, administrators, heirs, successors
and assigns of the Recipient. No transfer by will or the laws of
descent and distribution of any Restricted Stock Units shall be effective to
bind the Company unless the Plan Administrator shall have been furnished with
notice with a copy of the will and/or such evidence as the Plan Administrator
may deem necessary to establish the validity of the transfer and a Statement of
Acknowledgement, in a form acceptable to the Company, executed and dated by the
transferee which states that the transferee will comply with all the terms and
conditions of the Plan and the Award Agreement relating to the Restricted Stock
Units that are or would have been applicable to the Recipient.
7. Vesting Acceleration upon
Death or Disability of Recipient. If Recipient’s Continuous
Service terminates as a result of death or Disability, then this Award shall
vest on an accelerated basis so that this Award is fully vested as of the date
of Recipient’s termination of Continuous Service.
8. Change of Control or
Capitalization.
(a) Change in Capitalization
Structure. In the event of a change in the Company’s capital
structure, the provisions of Section 10(c) of the Plan shall apply to this Award
of Restricted Stock Units.
(b) Change in Control or
Corporate Transaction. In the event of a Change of Control or
Corporate Transaction, the provisions of Section 9 of the Plan shall apply to
this Award of Restricted Stock Units.
(c) Vesting
Acceleration. If, within twenty-four (24) months after the
consummation of a Change in Control, either (a) the Recipient’s Continuous
Service is terminated by the Company without Cause or (b) the Recipient
terminates Recipient’s Continuous Service for Good Reason, then this Award shall
vest on an accelerated basis so that this Award is fully vested as of the date
of such termination.
9. No Restriction On Right Of
Company To Effect Corporate Changes. This Award and Award Agreement shall
not affect or restrict in any way the right or power of the Company or the
stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company’s capital
structure or its business, any merger or consolidation of the Company, any
issuance of stock or of stock options, warrants or rights to purchase stock or
of bonds, debentures, preferred or prior preference stocks whose rights are
superior to or affect the Common Stock or the rights thereof or which are
convertible into or exchangeable for Common Stock, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.
10. Legal
Compliance. No Shares shall be issued pursuant to this Award
Agreement unless such issuance complies with Applicable Laws.
11. Entire Agreement; Governing
Law. The Plan is incorporated herein by
reference. The Plan and this Award Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and
Recipient with respect to the subject matter hereof, and may not be modified
adversely to the Recipient’s interest except by means of a writing signed by the
Company and Recipient. This agreement is governed by the internal
substantive laws but not the choice of law rules of Delaware.
12. Venue. All disputes,
controversies, claims, actions or causes of action arising out of this Award
Agreement between the parties hereto shall be brought, heard and adjudicated by
the state and federal courts located in the State of California, with venue in
the County of Santa ▇▇▇▇▇. Each of the parties hereto hereby consents to
personal jurisdiction by such courts located in the State of California in
connection with any such dispute, controversy, claim, action or cause of action,
and each of the parties hereto consents to service of process by any means
authorized by federal law or the law of the State of California, as
applicable.
13. Section
409A.
(a) General. To the extent that the
requirements of Section 409A are applicable to this Award Agreement, it is the
intention of both the Company and the Recipient that the benefits and rights to
which the Recipient could be entitled pursuant to this Award Agreement comply
with Section 409A of the Code and the Treasury Regulations and other guidance
promulgated or issued thereunder (“Section 409A”), and the provisions of this
Award Agreement shall be construed in a manner consistent with that
intention. If the Recipient or the Company believes, at any time,
that any such benefit or right that is subject to Section 409A does not so
comply, it shall promptly advise the other and shall negotiate reasonably and in
good faith to amend the terms of such benefits and rights such that they comply
with Section 409A (with the most limited possible economic effect on the
Recipient and on the Company).
(b) No Representations as to
Section 409A Compliance. Notwithstanding
the foregoing, the Company does not make any representation to the Recipient
that the Restricted Stock Units awarded pursuant to this Award Agreement are
exempt from, or satisfy, the requirements of Section 409A, and the Company shall
have no liability or other obligation to indemnify or hold harmless the
Recipient or any Beneficiary for any tax, additional tax, interest or penalties
that the Recipient or any Beneficiary may incur in the event that any provision
of this Award Agreement, or any amendment or modification thereof or any other
action taken with respect thereto is deemed to violate any of the requirements
of Section 409A.
(c) 6 Month Delay for Specified
Recipients.
(i) If
the Recipient is a “Specified Employee” (as defined below), then no payment or
benefit that is payable on account of the Recipient’s “Separation from Service”
shall be made before the date that is six months after the Recipient’s
“Separation from Service” (or, if earlier, the date of the Recipient’s death) if
and to the extent that such payment or benefit constitutes deferred compensation
(or may be nonqualified deferred compensation) under Section 409A and such
deferral is required to comply with the requirements of
Section 409A. Any payment or benefit delayed by reason of the
prior sentence shall be paid out or provided in a single lump sum at the end of
such required delay period in order to catch up to the original payment
schedule.
(ii) For
purposes of this provision, the Recipient shall be considered to be a “Specified
Employee” if, at the time of his or her separation from service, the Recipient
is a “key employee”, within the meaning of Section 416(i) of the Code, of the
Company (or any person or entity with whom the Company would be considered a
single employer under Section 414(b) or Section 414(c) of the Code) any stock in
which is publicly traded on an established securities market or
otherwise.
(d) No Acceleration of
Payments. Neither the Company nor the Recipient, individually
or in combination, may accelerate any payment or benefit that is subject to
Section 409A, except in compliance with Section 409A and the provisions of this
Award Agreement, and no amount that is subject to Section 409A shall be paid
prior to the earliest date on which it may be paid without violating Section
409A.
14. No Guarantee of Continued
Service. Recipient
acknowledges and agrees that the vesting of this Award pursuant to the vesting
schedule hereof is earned only by continuing as a Service Provider at the will
of the Company (not through the act of being hired, being granted this Award or
acquiring shares hereunder). Recipient further acknowledges and
agrees that this Award 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 shall not interfere in any way with Recipient’s
right or the company’s right to terminate
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LTIP
Stock Unit Award Agreement 8.13.2009
Recipient’s
relationship as a service provider at any time, with or without
cause.
15. Recipient’s
Acknowledgment. Recipient acknowledges receipt of a copy of
the Plan and represents that he or she is familiar with the terms and provisions
thereof, and hereby accepts this Award subject to all of the terms and
provisions thereof. Recipient acknowledges that he or she has
reviewed the Plan and this Award Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Award
Agreement and fully understands all provisions of the Award.
16. Recipient’s Acceptance of
Provisions of Plan Control and Decision of Plan
Administrator. In the event of any conflict between the
provisions of the Plan and the provisions of this Award Agreement, the
provisions of the Plan shall govern. Recipient hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Plan Administrator upon any questions arising under the Plan or this Award
Agreement, including with respect to the interpretation or administration of the
Plan and/or this Award Agreement. Recipient further agrees to notify
the Company upon any change in his or her residence address in order for the
Company’s records to be kept up to date.
IN
WITNESS WHEREOF, the Company has caused this Award Agreement to be signed by a
duly authorized officer, and the Recipient has affixed his or her signature
hereto.
MIPS Technologies,
Inc.
By:
RECIPIENT
«Recipient»