Exhibit 10.8
(XXXXXXXXX SEMICONDUCTOR LOGO)
XXXXXXXXX SEMICONDUCTOR STOCK PLAN
DEFERRED STOCK UNIT AGREEMENT
PARTICIPANT: Xxxxxxxx X Xxxxxxxxxx EMPLOYEE ID: GLOBAL ID:
DATE OF GRANT: April 28, 2003
NUMBER OF DEFERRED STOCK UNITS GRANTED: 16,667
THIS AGREEMENT, effective as of the Date of Grant set forth above, is between
Xxxxxxxxx Semiconductor International, Inc., a Delaware corporation (the
"Company", "we", "our" or "us") and the Participant named above ("you" or
"yours"), pursuant to the provisions of the Xxxxxxxxx Semiconductor Stock Plan
(the "Plan") with respect to the number of Deferred Stock Units ("Units")
specified above. Capitalized terms used and not defined in this Agreement shall
have the meanings given to them in the Plan. This Agreement consists of this
document, any related Settlement Election Form, and the Plan.
You and the Company agree as follows:
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1. APPLICATION OF This Agreement and your rights under this Agreement are subject to all the terms and conditions of the Plan,
PLAN; as it may be amended from time to time, as well as to such rules and regulations as the Committee may adopt.
ADMINISTRATION It is expressly understood that the Committee that administers the Plan is authorized to administer, construe
and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all
of which shall be binding upon you to the extent permitted by the Plan. Any inconsistency between this
Agreement and the Plan shall be resolved in favor of the Plan.
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2. VESTING The Units will vest (becoming "Vested Units") on the following Vesting Dates if you are employed or in the
service of the Company or an Affiliate on those dates:
Vesting Date Percentage Vested
(including portion that vested the preceding year)
1st Anniversary of Grant Date................................25%
2nd Anniversary of Grant Date................................50%
3rd Anniversary of Grant Date................................75%
4th Anniversary of Grant Date...............................100%
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3. RIGHTS AS You will not be entitled to any privileges of ownership of the shares of Common Stock underlying your Units
STOCKHOLDER (the "Shares") unless and until Shares are actually delivered to you under this Agreement.
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4. DIVIDENDS You will be credited with additional Deferred Stock Units having a value equal to declared dividends, if any,
with record dates that occur prior to the settlement of any Units as if such Units had been actual Shares,
based on the Fair Market Value of a Share on the applicable dividend payment date. Any such additional Deferred
Stock Units shall be considered Units under this Agreement and shall also be credited with additional Deferred
Stock Units as dividends, if any, are declared, and shall be subject to the same restrictions and conditions as
Units with respect to which they were credited. Notwithstanding the foregoing, no such additional Deferred
Stock Units will be credited with respect to any dividend in connection with which Units are adjusted pursuant
to Section 3(c) of the Plan.
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5. SETTLEMENT OF (a) Time of Settlement. Each Vested Unit will be settled by the delivery of one Share to you or, in the event
UNITS of your death, to your designated beneficiary, promptly following the date or dates (any such date, the
"Settlement Date") you have elected on the attached Settlement Election Form. You may change the Settlement
Election Date one time only, and only to a later date, as provided in the Settlement Election Form.
(b) Termination Prior to Settlement Date. If your employment or service with the Company is terminated prior
to any Settlement Date, your Units will be treated as specified in the Settlement Election Form.
(c) Forfeiture of Unvested Units. All Units that are not Vested Units at the time of termination will be
forfeited effective as of the last Settlement Date to occur under this Agreement.
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6. TRANSFERABILITY Your Units are not transferable, whether voluntarily or involuntarily, by operation of law or otherwise, except
as provided in the Plan. Any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of
your Units made, or any attachment, execution, garnishment, or lien issued against or placed upon the Units,
other than as so permitted, shall be void.
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7. TAXES (a) Social Security and Medicare Taxes. You may be subject to Social Security tax, and you will be subject to
Medicare tax on the date or dates your Units become Vested Units under Section 2 above, based on the Fair
Market Value of the Shares underlying the Units that vest. The Company will pay such taxes on your behalf,
including any income, Social Security and Medicare taxes attributable to the Company's payment of such
taxes. Payments on your behalf will be reflected in your compensation for federal, state and local income
tax purposes.
(d) Income Taxes. You will be subject to U.S. federal income tax on the Settlement Date, based on the Fair
Market Value of Shares received in settlement of Vested Units. YOU WILL BE SOLELY RESPONSIBLE FOR THE
PAYMENT OF ALL SUCH INCOME TAXES, AS WELL AS FOR ANY OTHER STATE, LOCAL OR NON-U.S. TAXES THAT MAY BE
RELATED TO YOUR RECEIPT OF THE SHARES. Not later than 90 days before any scheduled Settlement Date, you
must arrange with the Company for the timely payment of all withholding taxes the Company is obligated to
collect from you and remit to U.S. and other applicable tax authorities.
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8. MISCELLANEOUS (a) This Agreement shall not confer upon you any right to continue as an employee, or otherwise in the service
of, the Company or any Affiliate, nor shall this Agreement interfere in any way with the Company's or such
Affiliate's right to terminate your employment or service at any time.
(b) Without limiting the generality of Section 1 above, with the approval of the Board, and subject to the
terms of the Plan, the Committee may terminate, amend, or modify the Plan; provided, however, that no such
termination, amendment, or modification of the Plan may in any way adversely affect your rights under this
Agreement without your consent.
(c) This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by
any governmental agencies or stock exchanges as may be required.
(d) To the extent not preempted by U.S. federal law, this Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
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9. SIGNATURES By the signatures below, the Participant and the authorized representative of the Company acknowledge agreement
to this Deferred Stock Unit Agreement as of the Grant Date specified above.
PARTICIPANT: XXXXXXXXX SEMICONDUCTOR INTERNATIONAL, INC.
/s/ Xxxxxxxx X. Xxxxxxxxxx Xxxx X. Xxxx
--------------------------
XXXXXXXX X XXXXXXXXXX Xxxx X. Xxxx
Chairman, President and CEO
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TO ACCEPT YOUR DSU GRANT:
1. Sign BOTH copies of this Deferred Stock Unit Agreement;
2. Sign the BOTH copies of the Settlement Election Form;
3. Retain one copy of each for your records;
4. Return one copy of each in the enclosed envelope to the Human Resources
Service Center, Mail Stop 35-1D, 00 Xxxxxxx Xxxx Xxxx, Xxxxx Xxxxxxxx,
XX 00000 XXX.
(XXXXXXXXX SEMICONDUCTOR LOGO)
XXXXXXXXX SEMICONDUCTOR STOCK PLAN
DEFERRED STOCK UNIT SETTLEMENT ELECTION FORM
This Settlement Election Form relates to the following grant of Deferred Stock
Units:
PARTICIPANT: Xxxxxxxx X Xxxxxxxxxx EMPLOYEE ID: GLOBAL ID:
DATE OF GRANT: April 28, 2003
NUMBER OF DEFERRED STOCK UNITS GRANTED: 16,667
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1. SETTLEMENT CHECK ONLY ONE OPTION:
ELECTION
_____ SPECIFIED DATE. Subject to Sections 2 and 3 below, I elect to have all Vested Units that I may hold
under the Deferred Stock Unit Award Agreement to which this election relates settled by delivery of
Shares to me on ____________________, which date is at least one year following the Grant Date of such
Units. If the date specified occurs before the last scheduled Vesting Date under this grant, then
Units that vest after such specified date will be settled promptly following any such subsequent
Vesting Date(s).
_____ VESTING DATES. Subject to Sections 2 and 3 below, I elect to have Vested Units that I may hold under
the Deferred Stock Unit Award Agreement to which this election relates settled by delivery of Shares
to me promptly following each date or dates on which vesting of Units occurs.
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2. AUTOMATIC I hereby acknowledge and agree that (a) if my employment is terminated for any reason other than Cause, Death
SETTLEMENT UPON or Disability, any Vested Units will be settled on the first anniversary of my termination date, (b) if my
TERMINATION employment is terminated for Cause, all units will be immediately forfeited, and (c) if my employment is
terminated for Death or Disability, any Vested Units will be settled following my date.
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3. ONE-TIME I understand that, once, but only once, I can change my election to a later (but not earlier) Settlement Date
CHANGE OF than indicated in Section 1 above by filing a new Settlement Election Form with the Company at
ELECTION PERMITTED any time on or before the day (the "Change Deadline Day") that falls one year before the earliest Settlement
Date that would occur based on my election in Section 1. I understand that I cannot change my election after
the Change Deadline Day, and that I cannot change my election more than once. If the Change Deadline Day falls
on a day that is not a business day for the Company, then the last day to change the election in Section 1 will
be the first business day following the Change Deadline Day. Any new Settlement Election Form will revoke the
previously filed Settlement Election Form, except that, if any Settlement Date purportedly elected on the new
form falls within one year after the Change Deadline Day, then such new form will have no effect and the
previously elected Settlement Date shall continue to apply.
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4. SIGNATURE PARTICIPANT: DATED AS OF:
April 28, 2003
-------------------------
XXXXXXXX X XXXXXXXXXX
------------------------------------------------------------------------------------------------------------------------------------
TO ACCEPT YOUR DSU GRANT:
1. Sign BOTH copies of the Deferred Stock Unit Agreement;
2. Sign the BOTH copies of this Settlement Election Form;
3. Retain one copy of each for your records;
4. Return one copy of each in the enclosed envelope to the Human Resources
Service Center, Mail Stop 35-1D, 00 Xxxxxxx Xxxx Xxxx, Xxxxx Xxxxxxxx,
XX 00000 XXX.
(XXXXXXXXX SEMICONDUCTOR LOGO)
XXXXXXXXX SEMICONDUCTOR STOCK PLAN
DEFERRED STOCK UNIT AGREEMENT
PARTICIPANT: Xxxxxxxx X Xxxxxxxxxx EMPLOYEE ID: GLOBAL ID:
DATE OF GRANT: April 28, 2003
NUMBER OF DEFERRED STOCK UNITS GRANTED: 20,000
THIS AGREEMENT, effective as of the Date of Grant set forth above, is between
Xxxxxxxxx Semiconductor International, Inc., a Delaware corporation (the
"Company", "we", "our" or "us") and the Participant named above ("you" or
"yours"), pursuant to the provisions of the Xxxxxxxxx Semiconductor Stock Plan
(the "Plan") with respect to the number of Deferred Stock Units ("Units")
specified above. Capitalized terms used and not defined in this Agreement shall
have the meanings given to them in the Plan. This Agreement consists of this
document, any related Settlement Election Form, and the Plan.
You and the Company agree as follows:
------------------------------------------------------------------------------------------------------------------------------------
1. APPLICATION OF This Agreement and your rights under this Agreement are subject to all the terms and conditions of the Plan, as
PLAN; it may be amended from time to time, as well as to such rules and regulations as the Committee may adopt. It is
ADMINISTRATION expressly understood that the Committee that administers the Plan is authorized to administer, construe and
make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of
which shall be binding upon you to the extent permitted by the Plan. Any inconsistency between this Agreement
and the Plan shall be resolved in favor of the Plan.
------------------------------------------------------------------------------------------------------------------------------------
2. VESTING The Units will vest (becoming "Vested Units") on the following Vesting Dates if you are employed or in the
service of the Company or an Affiliate on those dates:
Vesting Date Percentage Vested
(including portion that vested the preceding year)
1st Anniversary of Grant Date................................25%
2nd Anniversary of Grant Date................................50%
3rd Anniversary of Grant Date................................75%
4th Anniversary of Grant Date...............................100%
------------------------------------------------------------------------------------------------------------------------------------
3. RIGHTS AS You will not be entitled to any privileges of ownership of the shares of Common Stock underlying your Units
STOCKHOLDER (the "Shares") unless and until Shares are actually delivered to you under this Agreement.
------------------------------------------------------------------------------------------------------------------------------------
4. DIVIDENDS You will be credited with additional Deferred Stock Units having a value equal to declared dividends, if any,
with record dates that occur prior to the settlement of any Units as if such Units had been actual Shares,
based on the Fair Market Value of a Share on the applicable dividend payment date. Any such additional Deferred
Stock Units shall be considered Units under this Agreement and shall also be credited with additional Deferred
Stock Units as dividends, if any, are declared, and shall be subject to the same restrictions and conditions as
Units with respect to which they were credited. Notwithstanding the foregoing, no such additional Deferred
Stock Units will be credited with respect to any dividend in connection with which Units are adjusted pursuant
to Section 3(c) of the Plan.
------------------------------------------------------------------------------------------------------------------------------------
5. SETTLEMENT OF (a) Time of Settlement. Each Vested Unit will be settled by the delivery of one Share to you or, in the event
UNITS of your death, to your designated beneficiary, promptly following the date or dates (any such date, the
"Settlement Date") you have elected on the attached Settlement Election Form. You may change the Settlement
Election Date one time only, and only to a later date, as provided in the Settlement Election Form.
(b) Termination Prior to Settlement Date. If your employment or service with the Company is terminated prior
to any Settlement Date, your Units will be treated as specified in the Settlement Election Form.
(c) Forfeiture of Unvested Units. All Units that are not Vested Units at the time of termination will be
forfeited effective as of the last Settlement Date to occur under this Agreement.
------------------------------------------------------------------------------------------------------------------------------------
6. TRANSFERABILITY Your Units are not transferable, whether voluntarily or involuntarily, by operation of law or otherwise, except
as provided in the Plan. Any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of
your Units made, or any attachment, execution, garnishment, or lien issued against or placed upon the Units,
other than as so permitted, shall be void.
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
7. TAXES (a) Social Security and Medicare Taxes. You may be subject to Social Security tax, and you will be subject to
Medicare tax on the date or dates your Units become Vested Units under Section 2 above, based on the Fair
Market Value of the Shares underlying the Units that vest. The Company will pay such taxes on your behalf,
including any income, Social Security and Medicare taxes attributable to the Company's payment of such
taxes. Payments on your behalf will be reflected in your compensation for federal, state and local income
tax purposes.
(d) Income Taxes. You will be subject to U.S. federal income tax on the Settlement Date, based on the Fair
Market Value of Shares received in settlement of Vested Units. YOU WILL BE SOLELY RESPONSIBLE FOR THE
PAYMENT OF ALL SUCH INCOME TAXES, AS WELL AS FOR ANY OTHER STATE, LOCAL OR NON-U.S. TAXES THAT MAY BE
RELATED TO YOUR RECEIPT OF THE SHARES. Not later than 90 days before any scheduled Settlement Date, you
must arrange with the Company for the timely payment of all withholding taxes the Company is obligated to
collect from you and remit to U.S. and other applicable tax authorities.
------------------------------------------------------------------------------------------------------------------------------------
8. MISCELLANEOUS (a) This Agreement shall not confer upon you any right to continue as an employee, or otherwise in the service
of, the Company or any Affiliate, nor shall this Agreement interfere in any way with the Company's or such
Affiliate's right to terminate your employment or service at any time.
(b) Without limiting the generality of Section 1 above, with the approval of the Board, and subject to the
terms of the Plan, the Committee may terminate, amend, or modify the Plan; provided, however, that no
such termination, amendment, or modification of the Plan may in any way adversely affect your rights under
this Agreement without your consent.
(c) This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by
any governmental agencies or stock exchanges as may be required.
(d) To the extent not preempted by U.S. federal law, this Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURES By the signatures below, the Participant and the authorized representative of the Company acknowledge agreement
to this Deferred Stock Unit Agreement as of the Grant Date specified above.
PARTICIPANT: XXXXXXXXX SEMICONDUCTOR INTERNATIONAL, INC.
/s/ Xxxxxxxx X. Xxxxxxxxxx /s/ Xxxx X. Xxxx
--------------------------
XXXXXXXX X XXXXXXXXXX Xxxx X. Xxxx
Chairman, President and CEO
------------------------------------------------------------------------------------------------------------------------------------
TO ACCEPT YOUR DSU GRANT:
1. Sign BOTH copies of this Deferred Stock Unit Agreement;
2. Sign the BOTH copies of the Settlement Election Form;
3. Retain one copy of each for your records;
4. Return one copy of each in the enclosed envelope to the Human Resources
Service Center, Mail Stop 35-1D, 00 Xxxxxxx Xxxx Xxxx, Xxxxx Xxxxxxxx,
XX 00000 XXX.
(XXXXXXXXX SEMICONDUCTOR LOGO)
XXXXXXXXX SEMICONDUCTOR STOCK PLAN
DEFERRED STOCK UNIT SETTLEMENT ELECTION FORM
This Settlement Election Form relates to the following grant of Deferred Stock
Units:
PARTICIPANT: Xxxxxxxx X Xxxxxxxxxx EMPLOYEE ID: GLOBAL ID:
DATE OF GRANT: April 28, 2003
NUMBER OF DEFERRED STOCK UNITS GRANTED: 20,000
------------------------------------------------------------------------------------------------------------------------------------
1. SETTLEMENT CHECK ONLY ONE OPTION:
ELECTION
_____ SPECIFIED DATE. Subject to Sections 2 and 3 below, I elect to have all Vested Units that I may hold
under the Deferred Stock Unit Award Agreement to which this election relates settled by delivery of
Shares to me on ____________________, which date is at least one year following the Grant Date of such
Units. If the date specified occurs before the last scheduled Vesting Date under this grant, then
Units that vest after such specified date will be settled promptly following any such subsequent
Vesting Date(s).
_____ VESTING DATES. Subject to Sections 2 and 3 below, I elect to have Vested Units that I may hold under
the Deferred Stock Unit Award Agreement to which this election relates settled by delivery of Shares
to me promptly following each date or dates on which vesting of Units occurs.
------------------------------------------------------------------------------------------------------------------------------------
2. AUTOMATIC I hereby acknowledge and agree that (a) if my employment is terminated for any reason other than Cause, Death
SETTLEMENT UPON or Disability, any Vested Units will be settled on the first anniversary of my termination date, (b) if my
TERMINATION employment is terminated for Cause, all units will be immediately forfeited, and (c) if my employment is
terminated for Death or Disability, any Vested Units will be settled following my termination date.
------------------------------------------------------------------------------------------------------------------------------------
3. ONE-TIME CHANGE I understand that, once, but only once, I can change my election to a later (but not earlier) Settlement Date
OF ELECTION than indicated in Section 1 above by filing a new Settlement Election Form with the Company at any time on
PERMITTED or before the day (the "Change Deadline Day") that falls one year before the earliest Settlement Date that
would occur based on my election in Section 1. I understand that I cannot change my election after the Change
Deadline Day, and that I cannot change my election more than once. If the Change Deadline Day falls on a day
that is not a business day for the Company, then the last day to change the election in Section 1 will be the
first business day following the Change Deadline Day. Any new Settlement Election Form will revoke the
previously filed Settlement Election Form, except that, if any Settlement Date purportedly elected on the new
form falls within one year after the Change Deadline Day, then such new form will have no effect and the
previously elected Settlement Date shall continue to apply.
------------------------------------------------------------------------------------------------------------------------------------
4. SIGNATURE PARTICIPANT: DATED AS OF:
April 28, 2003
--------------------------
XXXXXXXX X XXXXXXXXXX
------------------------------------------------------------------------------------------------------------------------------------
TO ACCEPT YOUR DSU GRANT:
1. Sign BOTH copies of the Deferred Stock Unit Agreement;
2. Sign the BOTH copies of this Settlement Election Form;
3. Retain one copy of each for your records;
4. Return one copy of each in the enclosed envelope to the Human Resources
Service Center, Mail Stop 35-1D, 00 Xxxxxxx Xxxx Xxxx, Xxxxx Xxxxxxxx,
XX 00000 XXX.
