Exhibit 10.57
XXXXXX MICRO INC.
2003 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
SECTION 1. GRANT OF RESTRICTED STOCK AWARD. As of [DATE], Xxxxxx Micro
Inc., a Delaware corporation ("MICRO") hereby grants [LEGAL NAME] ("AWARDEE")
X,XXX shares (the "RESTRICTED STOCK AWARD") of Class A Common Stock, $.01 par
value per share, of Micro's common stock (the "COMMON STOCK"), pursuant to and
subject to the terms and conditions set forth in the Xxxxxx Micro Inc. 2003
Equity Incentive Plan (the "PLAN"). Capitalized terms used and not otherwise
defined herein are used with the same meanings as in the Plan.
SECTION 2. RESTRICTED STOCK AWARD. This Restricted Stock Award is not
intended to qualify as an incentive stock option award as that term is used in
Section 422 of the Code.
SECTION 3. TIME OF EXERCISE; EXPIRATION. (a) This Restricted Stock Award
shall become vested as set forth below:
NUMBER OF SHARES VESTING DATE RESTRICTION PERIOD AND/OR
AWARDED (DATE THAT OTHER CONDITIONS
RESTRICTIONS LAPSE)
X,XXX [DATE] [FROM DATE TO DATE]. See Section 6 below and Section
11(c) of the plan
SECTION 4. NONTRANSFERABILITY OF RESTRICTED STOCK AWARD. This Restricted
Stock Award shall not be transferable by Awardee otherwise than by will or by
the laws of descent and distribution. The terms of this Restricted Stock Award
shall be binding on the executors, administrators, heirs and successors of
Awardee.
SECTION 5. TERMINATION OR SUSPENSION OF EMPLOYMENT OR SERVICE (as defined
under Section 11 of the Plan).
(a) Except as otherwise determined by the Committee at the time of grant
or as required to comply with applicable law, and as set forth under Section 3
above, upon termination of employment or service of the Awardee for any reason
during the restriction period noted under Section 3 above, shares of the
Restricted Stock Award still subject to restriction shall be forfeited by
Awardee and reacquired by Micro at the price (if any) paid by Awardee for such
Restricted
1
Stock. In the event of Awardee's Retirement, Disability, or death, the
forfeiture or vesting of Awardee's shares of the Restricted Stock Award will be
determined generally under rules of the Plan applicable to Restricted Stock
(Section 11(c)(i), (ii), (iii) and (iv) of the Plan). In cases of special
circumstances, the Committee may, in its sole discretion, when it finds that a
waiver would be in the best interests of Micro, waive in whole or in part any or
all remaining restrictions with respect to such Awardee's shares of the
Restricted Stock Award. Any time spent by Awardee in the status of "leave
without pay" shall extend the period otherwise required for purposes of
determining the extent to which any such Award or portion thereof has vested or
otherwise become exercisable or nonforfeitable.
(b) In the case of Awardee employed outside the United States, except to
the extent (if any) provided in the Plan, in the case of termination of such
Awardee's employment by reason of death, Disability or Retirement, any rights of
such Awardee relating to the Restricted Stock Award shall lapse and no longer be
capable of exercise at the date of Notice/Termination. Any such Awardee shall
not be entitled and, by applying for or accepting any such Award or accepting
the same he shall be deemed irrevocably to have waived any entitlement, by way
of compensation for loss of office or damages for breach of contract or
otherwise howsoever, to any sum or other benefit to compensate for the loss of
any rights under the Plan.
(c) Except as the Committee may otherwise determine, termination of
Awardee's employment or service for any reason shall occur on the date such
Awardee ceases to perform services for Micro or any Affiliate without regard to
whether such Awardee continues thereafter to receive any compensatory payments
therefrom or is paid salary thereby in lieu of notice of termination or, with
respect to a member of the Board who is not also an employee of Micro or any
Affiliate, the date such Awardee is no longer a member of the Board.
SECTION 6. RESTRICTIONS ON PURCHASE AND SALE OF SHARES. Micro shall not be
obligated to sell or issue any shares of Common Stock pursuant to this
Restricted Stock Award unless the shares are at that time effectively registered
or exempt from registration under the U.S. Securities Act of 1933, as amended.
SECTION 7. ADJUSTMENT. The number of shares of Common Stock subject to
this Restricted Stock Award and the price per share of such shares may be
adjusted by Micro from time to time pursuant to the Plan.
SECTION 8. NO RIGHTS UNTIL ISSUANCE. Awardee shall have no rights
hereunder as a shareholder with respect to any shares subject to this Restricted
Stock Award until the date of the issuance of the stock certificate for such
shares.
SECTION 9. AMENDMENT. This Restricted Stock Award may be amended as
provided in the Plan.
2
XXXXXX MICRO INC.
---------------------------
ACCEPTED AND AGREED AS TO THE FOREGOING:
AWARDEE
-------------------------------------
Name
-------------------------------------
Date
3
