MINDSPEED TECHNOLOGIES, INC. DIRECTORS STOCK PLAN AWARD AGREEMENT RESTRICTED STOCK UNIT TERMS AND CONDITIONS
Exhibit 10.37
DIRECTORS STOCK PLAN
RESTRICTED STOCK UNIT TERMS AND CONDITIONS
1. Definitions
Capitalized terms used herein but not otherwise defined shall
have the meanings assigned to such terms in the Plan (as defined
below). As used in these Restricted Stock Unit Terms and
Conditions (these “Restricted Stock Unit Terms and
Conditions”), the following words and phrases shall have
the respective meanings ascribed to them below unless the
context in which any of them is used clearly indicates a
contrary meaning:
(a) Award Agreement: These
Restricted Stock Unit Terms and Conditions, together with the
Grant Letter.
(b) Grant Letter: The letter from
Mindspeed granting the Restricted Stock Units to you.
(c) Mindspeed:
Mindspeed Technologies, Inc., a Delaware
corporation.
(d) Plan: Mindspeed’s
Directors Stock Plan, as such Plan may be amended and in effect
at the relevant time.
2. Earning
of Restricted Stock Units
You shall be deemed to have earned the Restricted Stock Units
subject to this Award Agreement on the earliest of:
(a) ten (10) days after:
(i) you retire from the Board after attaining age
fifty-five (55) and completing at least five (5) years
of service as a director; or
(ii) you resign from the Board or cease to be a director by
reason of the antitrust laws, compliance with Mindspeed’s
conflict of interest policies, death, disability or other
circumstances, and the Board has not determined (prior to the
expiration of such ten (10) day period) that such
resignation or cessation of service as a director is adverse to
the best interests of Mindspeed; or
(b) the occurrence of a Change of Control; provided,
however, that if the event constituting a Change of Control is
not also a “change in the ownership or effective
control” of Mindspeed, or a “change in the ownership
of a substantial portion of the assets” of Mindspeed, as
those terms are defined under Code Section 409A, then you
shall be deemed to have earned the Restricted Stock Units upon
your “separation from service” within the meaning
under Code Section 409A coincident with or subsequent to
such Change of Control.
3. Book-Entry
Accounts or Retention of Certificates for Restricted Stock
Units
To facilitate implementation of the provisions of this Award
Agreement, the Restricted Stock Units shall be held in
book-entry accounts subject to the direction of Mindspeed or, if
Mindspeed elects, certificates therefor may be issued in your
name but delivered to and held by Mindspeed, until you shall
have earned the Restricted Stock Units in accordance with the
provisions of Section 2.
4. Rights
as a Shareholder
You will not have the rights of a shareholder until such time as
the Shares underlying the Restricted Stock Units are settled by
issuance of such Shares to you. Upon receipt of the Shares
underlying the Restricted Stock Units, you will have the right
to vote the Shares. No dividends or dividend equivalents will be
paid by Mindspeed with respect to the Restricted Stock Units.
5. Settlement
of Earned Restricted Stock Units
As promptly as practicable after you shall have been deemed to
have earned the Restricted Stock Units in accordance with
Section 2, Mindspeed shall deliver to you (or in the event
of your death, to your estate or any person who acquires your
interest in the Restricted Stock Units by bequest or
inheritance) the Shares underlying the Restricted Stock Units,
together with any dividends then held in book entry accounts of
by Mindspeed. One (1) Share shall be issuable for each
Restricted Stock Unit awarded. The Restricted Stock Units may be
earned in whole, but shall not be settled for a fraction of a
Share.
The settlement of the Restricted Stock Units for Shares as
described above shall be delayed in the event Mindspeed
reasonably determines that the issuance of the Shares would
constitute a violation of federal securities laws or other
applicable law. If the settlement of the Restricted Stock Units
is delayed by the provisions of this Section, the settlement of
the Restricted Stock Units shall occur at the earliest date at
which Mindspeed reasonably determines that such issuance will
not cause a violation of federal securities laws or other
applicable law.
Mindspeed shall delay the settlement of Restricted Stock Units
for Shares and payment of dividends to the extent necessary to
comply with Section 409A(a)(2)(B)(i) of the Code (relating
to payments made to certain “key employees” of certain
publicly-traded companies); in such event, any Shares and
dividends to which you would otherwise be entitled during the
six (6) month period following the date of your
“separation from service” under Section 409A will
be issued on the first business day following the expiration of
such six (6) month period.
6. Forfeiture
of Unearned Restricted Stock Units and Dividends
Notwithstanding any other provision of this Award Agreement, if
your service as a director terminates for any reason other than
as set forth in Section 2, all unearned Restricted Stock
Units, together with any Dividends thereon, shall be forfeited,
and you shall have no further rights of any kind or nature with
respect thereto. Upon any such forfeiture, the unearned
Restricted Stock Units theretofore issued, together with any
Dividends thereon, shall be cancelled.
7. Transferability
You are not entitled to transfer the Restricted Stock Units
except: (i) by will or by the laws of descent and
distribution; or (ii) by gift to any member of your
immediate family or to a trust for the benefit of one or more
members of your immediate family or to a family charitable trust
established by you or one of your immediate family members;
provided, however, that no transfer pursuant to this
clause (ii) shall be effective unless you have notified
Mindspeed’s Office of the Secretary (Attention: Stock
Administration) in writing specifying the Restricted Stock Units
transferred, the date of the gift and the name and Social
Security or other Taxpayer Identification Number of the
transferee. For purposes of this paragraph, your “immediate
family” shall mean your spouse and natural, adopted or
step-children and grandchildren.
8. Applicable
Law
This Award Agreement and Mindspeed’s obligation to deliver
Restricted Stock Units and any Dividends hereunder shall be
governed by the State of Delaware and the Federal laws of the
United States.
9. Headings
The section headings contained in these Restricted Stock Units
Terms and Conditions are solely for the purpose of reference,
are not part of the agreement of the parties and shall in no way
affect the meaning or interpretation of this Award Agreement.
10. Entire
Agreement
This Award Agreement and the Plan embody the entire agreement
and understanding between Mindspeed and you with respect to the
Restricted Stock Units, and there are no representations,
promises, covenants, agreements or understandings with respect
to the Restricted Stock Units other than those expressly set
forth in this Award Agreement and the Plan.
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