Exhibit 10.13
Award Agreement
under the
Ultra Clean Corporation
Stock Incentive Plan
Date of Grant: _____________
Name of Participant: _____________
Number of Shares: _____________
Ultra Clean Holdings, Inc., a Delaware corporation (the "COMPANY"),
hereby grants the number of shares of common stock of the company set forth
above (the "RESTRICTED SHARES"), as of the date of grant set forth above (the
"GRANT DATE"), to the above-named participant ("PARTICIPANT") pursuant to
Section 7 of the Ultra Clean Holdings, Inc. Stock Incentive Plan (the "PLAN"),
in consideration for your past services to the Company.
Capitalized terms not otherwise defined herein shall have the same
meanings as in the Plan. The terms and conditions of this Award, to the extent
not controlled by the terms and conditions contained in the Plan, are as
follows:
1. Vesting. The Restricted Shares shall vest on the following
schedule:
(a) [25% of the Restricted Shares shall vest on the first
anniversary of the Grant Date, subject to Participant's continued
employment or service with the Company on such date.
(b) Thereafter, the Restricted Shares shall become vested
and exercisable at a rate of 1/48 of the Restricted Shares per month,
subject to Participant's continued employment or service with the
Company on each such date.](1)
2. Forfeiture of Unvested Shares. Immediately upon termination of
Participant's employment or service with the Company and its Affiliates, any
unvested Restricted Shares shall be forfeited to the Company, and you shall
receive no payment for Restricted Shares that are forfeited.(2)
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(1)What will the vesting schedule for the restricted stock be? As a
director, vesting is typically shorter than the typical employee award. Also,
because the individual is taxed when the award vests (unless he chooses an 83(b)
election, which would be unlikely in this pre-IPO grant with a higher stock
value), vesting typically occurs annually rather than monthly.
(2)Any accelerated vesting on certain events? Involuntarily, death,
disability, for example? Change of control?
3. Tax Withholding. By accepting this Award, Participant agrees
that the Company may require Participant to enter into an arrangement providing
for the payment by Participant to the Company of any tax withholding obligation
of the Company arising by reason of the lapse of any substantial risk of
forfeiture to which the Restricted Shares are subject. Participant hereby
authorizes withholding from payroll and any other amounts payable to
Participant, any sums required to satisfy the federal, state, local and foreign
tax withholding obligations of the Company, if any, which arise in connection
with the vesting of the Award. The Company may withhold any Shares that would
otherwise become vested in satisfaction of such withholding obligations.(3)
4. Lock-up Period. Participant agrees that the Company (or a
representative of the underwriter(s)) may, in connection with any underwritten
registration of the offering of any securities of the Company under the
Securities Act (including the Company's Initial Public Offering), require that
Participant not sell, dispose of, transfer, make any short sale of, grant any
option for the purchase of, or enter into any hedging or similar transaction
with the same economic effect as a sale, any Shares or other securities of the
Company held by Participant, for a period of time specified by the
underwriter(s) (not to exceed one hundred eighty (180) days) following the
effective date of the registration statement of the Company filed under the
Securities Act. Participant further agrees to execute and deliver such other
agreements as may be reasonably requested by the Company and/or the
underwriter(s) that are consistent with the foregoing or that are necessary to
give further effect thereto. In order to enforce the foregoing covenant, the
Company may impose stop-transfer instructions with respect to Participant's
Shares until the end of such period. The underwriters of the Company's stock are
intended third party beneficiaries of this Subsection and shall have the right,
power and authority to enforce the provisions hereof as though they were a party
hereto.
5. Restrictions on Transfer of Shares. Participant understands
and agrees that any unvested Restricted Shares may not be sold, given,
transferred, assigned, or otherwise hypothecated by the holder thereof .4 In
addition, Participant understands and agrees that any vested Shares acquired
hereunder may not be sold, given, transferred, assigned, or otherwise
hypothecated by the holder thereof prior to the Initial Transferability Date,
except to such holder's Permitted Transferees. Any attempted transfer in
violation of this subsection will be void ab initio. Shares held by Permitted
Transferees who receive such vested Shares in accordance with this subsection
shall be subject to the restrictions herein as if such Permitted Transferee were
the original holder of the Shares transferred to the Permitted Transferee.
6. Certificates. Certificates issued in respect of Shares shall,
unless the Committee otherwise determines, be registered in the name of
Participant. When Participant ceases to be bound by any transfer restrictions
herein or in the Plan, the Company shall deliver such certificates to
Participant upon request. Such stock
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(3) Consider whether to include net withholding of shares.
(4) Could allow transfer to family members.
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certificate shall carry such appropriate legends, and such written instructions
shall be given to the Company transfer agent, as may be deemed necessary or
advisable by counsel to the Company in order to comply with the requirements of
the Securities Act of 1933, any state securities laws or any other applicable
laws.
7. Employment Rights. This Award does not confer on Participant
any right to continue in the employ or service of the Company or any Subsidiary
or interfere in any way with the right of the Company or any Subsidiary to
determine the terms of Participant's employment or service.
8. Terms of Plan, Interpretations. This Award and the terms and
conditions herein set forth are subject in all respects to the terms and
conditions of the Plan, which shall be controlling. All interpretations or
determinations of the Committee and/or the Board shall be binding and conclusive
upon Participant and his legal representatives on any question arising
hereunder. Participant acknowledges that he has received and reviewed a copy of
the Plan.
9. Delegation. Participant acknowledges that any powers, rights
or responsibilities of the Board and/or the Committee set forth herein may be
delegated to and exercised by any subcommittee thereof as permitted under the
Plan.
10. Notices. All notices hereunder to the party shall be delivered
or mailed to the following addresses:
If to the Company:
Ultra Clean Holdings, Inc.
000 Xxxxxxxxxxxx Xxxxx
Xxxxx Xxxx,XX 00000
Attn: Controller
If to Participant:
To the person and at the address specified on the signature
page.
Such addresses for the service of notices may be changed at any time
provided notice of such change is furnished in advance to the other party.
11. Entire Agreement. This Agreement contains the entire
understanding of the parties hereto in respect of the subject matter contained
herein. This Agreement and the Plan supersedes all prior agreements and
understandings between the parties hereto with respect to the subject matter
hereof.
12. Governing Law. This Award Agreement shall be governed by and
construed in accordance with the laws of the State of California, without
application of the conflict of laws principles thereof.
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13. Counterparts. This Award Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the undersigned have caused this Award Agreement to
be duly executed as of the date first above written.
Ultra Clean Holdings, Inc.
By:____________________________________
Name:
Title:
PARTICIPANT:
_________________________________________
Name:
Address:
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