LAM RESEARCH CORPORATION 2007 Stock Incentive Plan Restricted Stock Unit Award Agreement Outside Directors (U.S. Agreement)
Exhibit 10.107
XXX RESEARCH CORPORATION
2007 Stock Incentive Plan
Restricted Stock Unit Award Agreement
Outside Directors
(U.S. Agreement)
2007 Stock Incentive Plan
Restricted Stock Unit Award Agreement
Outside Directors
(U.S. Agreement)
Pursuant to the terms of the 2007 Stock Incentive Plan (the “Plan”) Xxx Research Corporation,
a Delaware corporation (the “Company”), hereby awards Restricted Stock Units to the Plan
participant (the “Participant”) who is an outside director of the Company on the terms and
conditions as set forth in this Restricted Stock Unit Award Agreement (the “Agreement”) and the
Plan. Capitalized terms used but not defined in this Agreement shall have the meaning specified in
the Plan.
NOW, THEREFORE, it is hereby agreed as follows:
1. Award of Restricted Stock Units. Subject to the terms and conditions of this
Agreement and the Plan (the terms of which are incorporated herein by reference) and effective as
of the date set forth above, the Company hereby grants to the Participant ____________
(___) Restricted Stock Units. The Restricted Stock Units represent an unfunded, unsecured
promise by the Company to deliver Shares of Company common stock (the “Company Stock”).
2. Vesting. Subject to the terms and conditions of this Agreement and provided that
the Participant continues to provide Service (as defined in Section 3 below) to the Company (or any
Affiliate), the Restricted Stock Units will vest and become payable in Shares of Company Stock (as
set forth in Section 4) on November 1, 200___(“Vesting Date”):
In the event of a Change in Control of the Company, the Restricted Stock Units are governed by
Section 10 of the Plan.
3. Effect of Termination of Service or Leave of Absence. For purposes of
this Agreement, “Service” shall mean the performance of services for the Company (or any Affiliate)
in the capacity of an Employee, Executive, Officer or Company Director. If the Participant’s
Service is Terminated by the Participant or by the Company or an Affiliate for any reason,
including Participant’s death or disability (as defined in Section 22(e) of the Code) before all
Restricted Stock Units have vested, the unvested Restricted Stock Units shall be forfeited by the
Participant. As of the 31st (or 91st if reemployment is guaranteed by statute or contract) day of
a leave of absence, vesting of the Restricted Stock Units will be suspended and vesting credit will
no longer accrue, unless otherwise determined by the Committee or required by contract or statute.
If the Participant returns to Service immediately after the end of an approved leave of absence,
vesting credit shall continue to accrue from that date of continued Service.
4. Form and Timing of Payment. Subject to Section 6 of this Agreement, on January
31st of the calendar year following the Vesting Date, the Restricted Stock Units shall
automatically be converted into unrestricted Shares (such date being the end of the “Restricted
Period”). Such Shares will be issued to the Participant (as evidenced by the appropriate entry in
the books of the Company or a duly authorized transfer agent of the Company) as soon as
practicable after the end of the Restricted Period, but in any event, within the period
required by applicable statutory requirements, including, without limitation, Section 409A of the
Internal Revenue Code of 1986, as amended.
5. No Dividend Payments. Unless the Award is adjusted pursuant to Section 10.2 of the
Plan with respect to changes in the Company’s capital structure, at the Company’s sole discretion,
the Participant may be entitled to receive cash payments equal to any cash dividends declared by
the Board on the Company’s Stock and other distributions paid with respect to a number of Shares
that corresponds to the number of Restricted Stock Units each Participant holds. If any such
dividends or distributions are paid in Shares, the Fair Market Value of such Shares, measured as of
the dividend payment date, shall be converted into Restricted Stock Units, and such Restricted
Stock Units shall be subject to the same forfeiture restrictions and restrictions on
transferability that apply to the Restricted Stock Units with respect to which they relate.
6. Tax Withholding Obligations. To meet the obligations of the Participant, the
Company and/or the Participant’s actual employer (the “Employer”) with respect to any and all
income tax, (including federal, state and local taxes), social insurance contributions, payroll
tax, payment on account or other tax-related withholding (“Tax-Related Items”) under any domestic
or foreign federal, state or local statute, ordinance, rule, or regulation in connection with any
aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the
vesting of the Restricted Stock Units, the conversion of the Restricted Stock Units into Shares or
the receipt of an equivalent cash payment, the subsequent sale of any Shares acquired at settlement
and the receipt of any dividends, the Committee shall require that the Company and/or the Employer
withhold a number of whole Shares otherwise deliverable having a Fair Market Value sufficient to
satisfy the statutory minimum (or such higher amount as is allowable without adverse accounting
consequences) of the Participant’s estimated total obligation for Tax-Related Items associated with
any aspect of the Restricted Stock Units. The Company shall not deliver any of the Shares until
and unless proper provision for required withholding has been made. The Participant hereby consents
to any action reasonably taken by the Company or the Employer to meet his or her obligation for
Tax-Related Items.
7. Restriction on Transferability. During the Restricted Period, neither the
Restricted Stock Units, nor the Shares or any beneficial interest therein, may be sold,
transferred, pledged, assigned, or otherwise alienated at any time. Any attempt to do so contrary
to the provisions hereof shall be null and void. Notwithstanding the above, distribution can be
made pursuant to will, the laws of descent and distribution, intra-family transfer instruments or
to an inter vivos trust.
8. Requirements of Law. The issuance of Shares of Company Stock at the end of the
Restricted Period is subject to Section 13 of the Plan, which generally provides that any such
issuance shall be subject to compliance by the Company and the Participant with all applicable
requirements of law relating thereto and with all applicable regulations of any stock exchange on
which the Company Stock may be listed for trading at the time of such issuance. The inability of
the Company to obtain approval from any regulatory body having authority deemed by the Company to
be necessary to the lawful issuance of any Company Stock hereby shall relieve the Company of any
liability with respect to the non-issuance of the Company Stock as to which
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such approval shall not have been obtained. The Company, however, shall use its best efforts
to obtain all such approvals.
9. Rights as Shareholder. Subject to Section 5 above, the Participant shall not have
voting or any other rights as a shareholder of the Company with respect to the Restricted Stock
Units. Upon settlement of the Participant’s Restricted Stock Units into Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company), the Participant will obtain full voting and other rights as a shareholder of the Company.
10. No Compensation Deferrals. Neither the Plan nor this Agreement is intended to
provide for an elective deferral of compensation that would be subject to Section 409A (“Section
409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). If, notwithstanding the
parties’ intent in this regard, at the time of the Participant’s Termination of Service, he or she
is determined to be a “specified employee” as defined in Code Section 409A, and one or more of the
payments or benefits received or to be received by the Participant pursuant to the Restricted Stock
Units would constitute deferred compensation subject to Code Section 409A, no such payment or
benefit will be provided under the Stock Units until the earliest of (A) the date which is six (6)
months after the Participant’s “separation from service” for any reason, other than death or
“disability” (as such terms are used in Section 409A(a)(2) of the Code), (B) the date of the
Participant’s death or “disability” (as such term is used in Section 409A(a)(2)(C) of the Code), or
(C) the effective date of a “change in the ownership or effective control” or a “change in
ownership of a substantial portion of the assets” of the Company (as such terms are used in Section
409A(a)(2)(A)(v) of the Code). The provisions of this Section 10 shall only apply to the extent
required to avoid the Participant’s incurrence of any penalty tax or interest under Code Section
409A or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision
of the Restricted Stock Units would cause the Participant to incur any penalty tax or interest
under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company
reserves the right, to the extent the Company deems necessary or advisable in its sole discretion,
to unilaterally amend or modify the Plan and/or this Agreement to conform it to the maximum extent
practicable to the original intent of the applicable provision without violating the provisions of
Code Section 409A, including without limitation to limit payment or distribution of any amount of
benefit hereunder in connection with a Change in Control to a transaction meeting the definitions
referred to in clause (C) above, or in connection with any disability to a disability as referred
to in (B) above; provided however that the Company makes no representation that this Restricted
Stock Unit is not subject to Section 409A nor makes any undertaking to preclude Section 409A from
applying to this Restricted Stock Unit. In addition, to the extent the Company determines it
appropriate to accelerate any vesting conditions applicable to this award, then to the extent
necessary to avoid the Participant’s incurring any penalty tax or interest as a result of such
vesting acceleration under Code Section 409A or any regulations or Treasury guidance promulgated
thereunder, and notwithstanding Section 4 above, the Company may as a condition to extending such
acceleration benefits provide for the Shares to be issued upon settlement of the Restricted Stock
Units to be issued on the earliest date (the “Permitted Distribution Date”) that would obviate
application of such penalty or interest rather than issuing them upon the date on which such
vesting is effective as would otherwise be required under Section 2 (or as soon as practicable
after such Permitted
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Distribution Date and in no event later than that last day of the grace period following such
date permitted under Code Section 409A).
11. Administration. The Committee shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation, and application of the
Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and
all interpretations and determinations made by the Committee shall be final and binding upon the
Participant, the Company, and all other interested persons. No member of the Committee shall be
personally liable for any action, determination, or interpretation made in good faith with respect
to the Plan or this Agreement.
12. Effect on Other Employee Benefit Plans. The value of the Restricted Stock Units
granted pursuant to this Agreement shall not be included as compensation, earnings, salaries, or
other similar terms used when calculating the Participant’s benefits under any employee benefit
plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides.
The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or
any Affiliate’s employee benefit plans.
13. No Employment Rights. The award of the Restricted Stock Units pursuant to this
Agreement shall not give the Participant any right to continue providing Service to the Company or
an Affiliate. Also, the award is completely within the discretion of the Company, is voluntary and
occasional and does not create any contractual or other right to receive future awards of
Restricted Stock Units, or benefits in lieu of Restricted Stock Units even if Restricted Stock
Units have been awarded repeatedly in the past. Restricted Stock Units are an extraordinary item
that does not constitute compensation of any kind for services of any kind rendered to the Company
or to an Affiliate, and the grant of Restricted Stock Units is outside the scope of the
Participant’s employment contract, if any. Further, the award of the Restricted Stock Units is not
part of normal or expected compensation or salary for any purpose, including, but not limited to,
calculation of any overtime, severance, resignation, termination, redundancy, end of service
payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
14. Amendment of Agreement. This Agreement may be amended only by a writing executed
by the Company and the Participant, which specifically states that it is amending this Agreement.
Notwithstanding the foregoing, this Agreement may be amended unilaterally by the Committee by a
writing which specifically states that it is amending this Agreement, so long as a copy of such
amendment is delivered to the Participant, and provided that no such amendment adversely affects
the rights of the Participant. Limiting the foregoing, the Committee reserves the right to change,
by written notice to the Participant, the provisions of the Restricted Stock Units or this
Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a
result of any change in applicable laws or regulations or any future law, regulation, ruling, or
judicial decision, (including, but in no way limited to, Code Section 409A as described in Section
10 of this Agreement), provided that such amendment shall not impair the rights of the Participant
with respect to outstanding Restricted Stock Units without the Participant’s written consent.
15. Notices. Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of its Stock Administrator. Any notice to be
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given to the Participant shall be addressed to the Participant at the address listed in the
Company’s records. By a notice given pursuant to this Section, either party may designate a
different address for notices. Any notice shall have been deemed given when actually delivered.
16. Severability. The provisions of this Agreement are severable and if all or any
part of this Agreement or the Plan is declared by any court or governmental authority to be
unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this
Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or
part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a
manner which will give effect to the terms of such Section or part of a Section to the fullest
extent possible while remaining lawful and valid.
17. Construction. The Restricted Stock Units are being issued pursuant to Section 7
of the Plan and are subject to the terms of the Plan. A copy of the Plan is available upon request
during normal business hours at the principal executive offices of the Company. To the extent that
any provision of this Agreement violates or is inconsistent with an express provision of the Plan,
the Plan provision shall govern and any inconsistent provision in this Agreement shall be of no
force or effect.
18. Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to the Restricted Stock Units granted under the Plan and participation in the
Plan or future Restricted Stock Units that may be granted under the Plan by electronic means or to
request the Participant’s consent to participate in the Plan by electronic means. The Participant
hereby consents to receive such documents by electronic delivery and, if requested, to agree to
participate in the Plan through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company.
19. Entire Agreement. The Plan is incorporated herein by reference. The Plan and
this Agreement constitute the entire agreement of the Company and the Participant with respect to
the subject matter hereof and supersede in their entirety all prior undertakings and agreements of
the Company and the Participant with respect to the subject matter hereof.
20. Miscellaneous.
a. The Company has established the Plan voluntarily, it is discretionary in nature and the
Board may terminate, amend, or modify the Plan at any time; provided, however, that no such
termination, amendment, or modification of the Plan may in any way adversely affect the
Participant’s rights under this Agreement, without the Participant’s written approval unless such
termination, amendment, or modification of the Plan is necessary in order to comply with any change
in applicable laws or regulations or any future law, regulation, ruling, or judicial decision.
b. All obligations of the Company under the Plan and this Agreement, with respect to the
Restricted Stock Units, shall be binding on any successor to the Company, whether the existence of
such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise,
of all or substantially all of the business and/or assets of the Company.
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c. By signing this Agreement, the Participant acknowledges that his or her personal employment
or Service information regarding participation in the Plan and information necessary to determine
and pay, if applicable, benefits under the Plan must be shared with other entities, including
companies related to the Company and persons responsible for certain acts in the administration of
the Plan. By signing this Agreement, the Participant consents to such transmission of personal
data as the Company believes is appropriate to administer the Plan.
d. To the extent not preempted by federal law, this Agreement shall be governed by, and
construed in accordance with, the laws of the State of California, without regard to its principles
of conflict of laws.
21. Agreement to Participate. By executing this Agreement, the Participant agrees to
abide by all of the governing terms and provisions of the Plan and this Agreement. Additionally,
the Participant acknowledges having read and understood the terms and conditions of this Agreement,
and specifically agrees to be bound by the terms thereof. The Participant must acknowledge his or
her agreement to participate in the Plan and to abide by all of the governing terms and provisions
of the Plan and this Agreement, by signing this Agreement electronically or, if otherwise
instructed by the Company, by printing and signing a paper copy of this Agreement and returning it
to the appropriate Company representative, within 60 days of the date of this Agreement.
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