EXHIBIT 10.30
[XXXXXXXXX SEMICONDUCTOR LETTERHEAD]
April 3, 2000
Xxxx X. Xxxxxxx, Xx.
c/x Xxxxxxxxx Semiconductor Corporation
00 Xxxxxxx Xxxx Xxxx
Xxxxx Xxxxxxxx, XX 00000
Dear Xxxx:
This letter sets forth an agreement between you and Xxxxxxxxx Semiconductor
International, Inc., a Delaware corporation (the "Company"), regarding the
Company's grant to you of certain shares of restricted stock in connection with
your employment as Senior Vice President and Chief Information Officer of the
Company's wholly owned subsidiary, Xxxxxxxxx Semiconductor Corporation.
1. SHARES GRANTED
In partial consideration for your decision to accept employment with Xxxxxxxxx
Semiconductor Corporation, the Company shall issue and grant to you on the date
hereof, at no cost to you, subject to the transfer restrictions, forfeiture
provisions and other terms and conditions described herein, 30,000 shares of the
Company's Class A Common Stock, par value $.01 per share (the "Restricted
Shares"), which shares shall be duly authorized, validly issued and
non-assessable.
2. TRANSFER RESTRICTIONS
For a period of two years following the date hereof, you shall not, without the
prior written consent of the Company, Transfer (as defined below) any Restricted
Shares except to a Permitted Transferee (as defined below). "Transfer" includes
the making of any sale, exchange, assignment, hypothecation, gift, security
interest, pledge or other encumbrance, or any agreement to do any of the
foregoing, any voting trust or other agreement or arrangement with respect to
the transfer of voting rights or any other beneficial interest in any of the
Restricted Shares, the creation of any other claim thereto or any other transfer
or disposition whatsoever, whether voluntary or involuntary, affecting the
right, title, interest or possession in or to the Restricted Shares. "Permitted
Transferee" means (1) your spouse, children or grandchildren (in each case,
natural or adopted), any trust for the sole benefit of such persons, any
charitable trust of which you are the grantor, or any corporation, limited
liability company or partnership in which you, your spouse and/or your children
or grandchildren (in each case, natural or adopted) directly and beneficially
own all the equity interests or (2) any person or entity who takes Vested Shares
(as defined in Section 3 below) in a sale made in reliance on Rule 144
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
or any person who takes Vested Shares in a sale registered by the Company under
the Securities Act, provided that no person or
Xxxx X. Xxxxxxx, Xx.
April 3, 2000
Page 2
entity shall be a Permitted Transferee by virtue of clause (1) of this
definition unless such person or entity enters into an agreement with the
Company binding such person or entity to the same extent as you are bound
hereby. Any Permitted Transferee of Vested Shares by virtue of clause (2) of the
preceding sentence shall not be bound by any transfer or other restrictions or
limitations hereunder.
3. FORFEITURE PROVISIONS
In the event your employment with Xxxxxxxxx Semiconductor Corporation is
terminated for any reason other than your death or your Permanent Disability (as
defined below) (including without limitation as a result of your voluntary
resignation or termination by the Company with or without cause), any and all
right, title and interest that you or any Permitted Transferee may have to or in
any Restricted Shares that are not Vested Shares shall be automatically and
immediately forfeited as of the date of such termination and all such forfeited
shares shall revert to the Company treasury as of such date without any action
by you or the Company. "Permanent Disability" shall mean a permanent and total
incapacity to perform services substantially similar to those provided to the
Company or any of its subsidiaries immediately prior to the date of such
disability. Upon such event of forfeiture, you (or any Permitted Transferee(s))
shall surrender to the Company for cancellation stock certificates representing
at least the number of Restricted Shares that are not Vested Shares at the time
of forfeiture, provided that the Company shall promptly thereafter issue new
stock certificates representing any Vested Shares represented by such
surrendered certificates. In the event your employment with Xxxxxxxxx
Semiconductor Corporation is terminated as a result of your death or your
Permanent Disability, then all Restricted Shares that were not Vested Shares as
of the date of such termination shall automatically become Vested Shares as of
such date. "Vested Shares" shall mean the number of Restricted Shares equal to
(1) 10,000 plus (2) 10,000 multiplied by the number of full years that have
elapsed after the date hereof plus (3) any shares deemed to be Vested Shares
pursuant to the preceding sentence. Vested Shares shall not be subject to the
forfeiture provisions hereunder but shall be subject to the restrictions on
Transfer described above (except following Transfer to a Permitted Transferee by
virtue of clause (2) of the definition of Permitted Transferee).
4. FILING OF SECTION 83(B) ELECTION
You shall timely file an appropriate form of Section 83(b) Election with respect
to Restricted Shares that are not Vested Shares as of the date hereof with the
Internal Revenue Service Center with which you file your federal tax return and
provide a copy to the Company, all within 30 days after the date hereof. In
addition, a copy of the election must be included with your federal tax return
for the 2000 tax year. A suggested form of Section 83(b) Election is attached.
5. TAX CONSEQUENCES; LOAN
You will incur certain federal and state income tax obligations upon receipt of
the Restricted Shares which the Company is obligated to withhold and remit to
the Internal Revenue Service on your behalf. The Company shall cause Xxxxxxxxx
Semiconductor Corporation to lend you an
Xxxx X. Xxxxxxx, Xx.
April 3, 2000
Page 3
amount sufficient to pay such tax withholding obligations. The amount of the
loan will equal 34.5% of the fair market value of the Restricted Shares
(determined without regard to any restrictions) as of the date hereof. The loan
amount will not necessarily reflect the actual effect that receipt of the
Restricted Shares will have on your total 2000 federal and state tax
obligations. The loan will be evidenced by the attached promissory note. Please
sign the promissory note and return it with the signed copy of this letter
agreement. You agree that the loan shall be used to pay withholding taxes due as
a result of your receipt of the Restricted Shares. In addition, by signing this
letter you authorize and direct the Company to apply (or cause to be applied)
the proceeds of your loan directly to the payment of such withholding taxes.
6. REPRESENTATIONS AND WARRANTIES MADE BY YOU
By signing where indicated below, you represent and warrant to the Company that:
(a) you are receiving the Restricted Shares not with a view to
distribution thereof that would violate the Securities Act or the
applicable securities laws of any state, and that you will not
distribute any Restricted Shares in violation of the Securities Act
or any such state laws;
(b) you understand that the Restricted Shares have not been registered
under the Securities Act or the securities laws of any state, and
that the Restricted Shares must be held indefinitely unless
subsequently registered under the Securities Act and any applicable
state securities laws or unless an exemption (such as that currently
provided by Rule 144 under the Securities Act) from such
registration is available;
(c) you understand that the exemption from registration provided by Rule
144 under the Securities Act will not be available to you until one
year has elapsed after your receipt of the Restricted Shares; and
(d) you understand and acknowledge that the Restricted Shares are
subject to a substantial risk of forfeiture as provided in Section 3
above.
7. LEGENDS
All stock certificates representing Restricted Shares that are not Vested Shares
shall bear the following legends in addition to any other legend required under
applicable law:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS
OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER
THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION
OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS
NOT REQUIRED.
Xxxx X. Xxxxxxx, Xx.
April 3, 2000
Page 4
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT FOR
A PERIOD OF TIME TO RESTRICTIONS ON TRANSFER, AND PROVISIONS THAT
REQUIRE SUCH SHARES TO BE FORFEITED TO THE COMPANY UNDER CERTAIN
CIRCUMSTANCES, UNDER THE TERMS OF A RESTRICTED STOCK AGREEMENT, A
COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE
COMPANY, AND THE TRANSFER OR OTHER DISPOSITION OF SUCH SECURITIES IS
PERMITTED ONLY UPON PROOF OF COMPLIANCE WITH THE TERMS OF SUCH
AGREEMENT.
8. NOTATION
The Company reserves the right to enter or cause to be entered a notation on the
appropriate transfer records of the Company with respect to the restrictions on
Transfer referred to in this Agreement.
9. NO EFFECT ON EMPLOYMENT
Nothing herein contained shall confer on you any right to remain in the employ
of Xxxxxxxxx Semiconductor Corporation or any of its affiliates.
Please indicate your agreement to the terms hereof by signing a copy of this
letter where indicated below and returning such copy, as signed, to the
undersigned officer of the Company.
Yours very truly,
XXXXXXXXX SEMICONDUCTOR
INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Xxxxxxx X. Xxxxx
Vice President, Treasurer
ACKNOWLEDGED AND AGREED:
/s/ Xxxx X. Xxxxxxx, Xx.
----------------------------
Xxxx X. Xxxxxxx, Xx.
