Exhibit 10.38
RAMTRON INTERNATIONAL CORPORATION
RESALE RESTRICTION AGREEMENT
This RESALE RESTRICTION AGREEMENT (the "Agreement") with respect to certain
stock option award agreements (the "Option Agreements") issued under the
Ramtron International Corporation 1995 Stock Option Plan (the "Plan") is made
by and between Ramtron International Corporation, a Delaware corporation (the
"Company"), and ------------- (the "Holder").
WHEREAS, the Holder has been granted one or more options (the "Options") to
acquire shares of common stock of the Company (the "Shares") in such
quantities and at the exercise prices set forth in Exhibit A hereto pursuant
to the Option Agreements;
WHEREAS, the Options are fully vested and exercisable by reason of an action
of the Company's Board of Directors effective December 30, 2005; and
WHEREAS, the Company and the Holder wish to impose certain resale
restrictions on the Shares subject to the Options on the terms and conditions
as contained herein.
NOW, THEREFORE, it is agreed as follows:
1. This Agreement shall be effective as of December 30, 2005.
2. The Holder acknowledges that he has reviewed this Agreement in full.
3. The Holder represents and warrants that he has full power to enter into
this Agreement.
4. The Holder agrees not to sell, contract to sell, grant any option to
purchase, transfer the economic risk of ownership in, make any short sale of,
pledge or otherwise transfer or dispose of any Shares (or any interest in any
Shares) until the Shares have been released from the resale restrictions
(hereinafter referred to as the "Resale Restrictions").
5. The Holder agrees that the Shares under the heading "Restricted" in
Exhibit A shall be subject to the Resale Restrictions.
6. The Resale Restrictions shall lapse in accordance with the original
vesting schedule thereof as set forth in column (a) on Exhibit A, with
respect to each grant referenced therein.
7. Notwithstanding the foregoing, in the event the Holder's employment or
service with the Company is terminated, or upon a change in control and
pursuant to the terms of the Holder's Change in Control Agreement with the
Company, 100% of the Shares subject to the Option shall become free from the
Resale Restrictions.
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8. This Agreement, the Option Agreement and the Plan constitute the entire
agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior understandings and agreements of the
Company and the Holder with respect to the subject matter hereof, and may not
be modified except by means of a writing signed by the Company and the Holder.
This Agreement is to be construed in accordance with and governed by the
internal laws of the State of Colorado without giving effect to any choice of
law rule that would cause the application of the laws of any jurisdiction
other than the internal laws of the State of Colorado to the rights and
duties of the parties. Nothing in this Agreement (except as expressly
provided herein) is intended to confer any rights or remedies on any persons
other than the parties. Should any provision of this Agreement be determined
to be illegal or unenforceable, such provision shall be enforced to the
fullest extent allowed by law and the other provisions shall nevertheless
remain effective and shall remain enforceable.
9. This Agreement shall be binding upon the Company and the Holder as well
as the successors and assigns (if any) of the Company and the Holder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered on the date set forth beside such party's signature.
Ramtron International Corporation
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Name
Title
Dated:
----------------, Holder
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Dated:
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