TRIDENT MICROSYSTEMS, INC. RESTRICTED STOCK AGREEMENT (For US Participant)
Exhibit (a)(1)(H)
Trident Microsystems, Inc. (the “Company”) has granted to the Participant named in the Notice
of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the
“Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set
forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in
all respects be subject to the terms and conditions of the Trident Microsystems, Inc. 2010 Equity
Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are
incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges
receipt of and represents that the Participant has read and is familiar with the Grant Notice, this
Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with
the Securities and Exchange Commission of the Shares (the “Plan Prospectus”), (b) accepts the Award
subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan and (c)
agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee
upon any questions arising under the Grant Notice, this Agreement or the Plan.
1. Definitions and Construction.
1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Grant Notice or the Plan.
1.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Agreement. Except when otherwise
indicated by the context, the singular shall include the plural and the plural shall include the
singular. Use of the term “or” is not intended to be exclusive, unless the context clearly
requires otherwise.
2. Administration.
All questions of interpretation concerning the Grant Notice, this Agreement, the
Plan or any other form of agreement or other document employed by the Company in the administration
of the Plan or the Award shall be determined by the Committee. All such determinations by the
Committee shall be final, binding and conclusive upon all persons having an interest in the Award,
unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or
made by the Committee in the exercise of its discretion pursuant to the Plan or the Award or other
agreement thereunder (other than determining questions of interpretation pursuant to the preceding
sentence) shall be final, binding and conclusive upon all persons having an interest in the Award.
Any Officer shall have the authority to act on behalf of the Company with respect to any matter,
right, obligation, or election which is the responsibility of or which is allocated to the Company
herein, provided the Officer has apparent authority with respect to such matter, right, obligation,
or election.
3. The Award.
3.1 Grant and Issuance of Shares. On the Date of Grant, the Participant shall acquire and the
Company shall issue, subject to the provisions of this Agreement, a number of Shares equal to the
Total Number of Shares. As a condition to the issuance of the Shares, the Participant shall
execute and deliver the Grant Notice to the Company, and, if required by the Company, an Assignment
Separate from Certificate duly endorsed (with date and number of shares blank) in the form provided
by the Company.
3.2 No Monetary Payment Required. The Participant is not required to make any monetary
payment (other than to satisfy applicable tax withholding, if any, with respect to the issuance or
vesting of the Shares) as a condition to receiving the Shares, the consideration for which shall be
past services actually rendered or future services to be rendered to a Participating Company or for
its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall
furnish consideration in the form of cash or past services rendered to a Participating Company or
for its benefit having a value not less than the par value of the Shares issued pursuant to the
Award.
3.3 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby
authorizes the Company, in its sole discretion, to deposit the Shares with the Company’s transfer
agent, including any successor transfer agent, to be held in book entry form during the term of the
Escrow pursuant to Section 6. Furthermore, the Participant hereby authorizes the Company, in its
sole discretion, to deposit, following the term of such Escrow, for the benefit of the Participant
with any broker with which the Participant has an account relationship of which the Company has
notice any or all Shares which are no longer subject to such Escrow. Except as provided by the
foregoing, a certificate for the Shares shall be registered in the name of the Participant, or, if
applicable, in the names of the heirs of the Participant.
3.4 Issuance of Shares in Compliance with Law. The issuance of the Shares shall be subject to
compliance with all applicable requirements of federal, state or foreign law with respect to such
securities. No Shares shall be issued hereunder if their issuance would constitute a violation of
any applicable federal, state or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the Stock may then be listed. The
inability of the Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares
shall relieve the Company of any liability in respect of the failure to issue such Shares as to
which such requisite authority shall not have been obtained. As a condition to the issuance of the
Shares, the Company may require the Participant to satisfy any qualifications that may be necessary
or appropriate, to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the Company.
4. Vesting of Shares.
Shares acquired pursuant to this Agreement shall become Vested Shares as provided in the Grant
Notice. For purposes of determining the number of Vested Shares following an Ownership Change
Event, credited Service shall include all Service with any
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corporation which is a Participating Company at the time the Service is rendered, whether or
not such corporation is a Participating Company both before and after the Ownership Change Event.
5. Company Reacquisition Right.
5.1 Grant of Company Reacquisition Right. Except to the extent otherwise provided by the
Superseding Agreement, if any, in the event that (a) the Participant’s Service terminates for any
reason or no reason, with or without cause, or (b) the Participant, the Participant’s legal
representative, or other holder of the Shares, attempts to sell, exchange, transfer, pledge, or
otherwise dispose of (other than pursuant to an Ownership Change Event), including, without
limitation, any transfer to a nominee or agent of the Participant, any Shares which are not Vested
Shares (“Unvested Shares”), the Participant shall forfeit and the Company shall automatically
reacquire the Unvested Shares, and the Participant shall not be entitled to any payment therefor
(the “Company Reacquisition Right”).
5.2 Ownership Change Event, Non-Cash Dividends, Distributions and Adjustments. Upon the
occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the
Company paid in shares of Stock or other property, or any other adjustment upon a change in the
capital structure of the Company as described in Section 9, any and all new, substituted or
additional securities or other property (other than regular, periodic cash dividends paid on Stock
pursuant to the Company’s dividend policy) to which the Participant is entitled by reason of the
Participant’s ownership of Unvested Shares shall be immediately subject to the Company
Reacquisition Right and included in the terms “Shares,” “Stock” and “Unvested Shares” for all
purposes of the Company Reacquisition Right with the same force and effect as the Unvested Shares
immediately prior to the Ownership Change Event, dividend, distribution or adjustment, as the case
may be. For purposes of determining the number of Vested Shares following an Ownership Change
Event, dividend, distribution or adjustment, credited Service shall include all Service with any
corporation which is a Participating Company at the time the Service is rendered, whether or not
such corporation is a Participating Company both before and after any such event.
5.3 Obligation to Repay Certain Cash Dividends and Distributions. The Participant shall, at
the discretion of the Company, be obligated to promptly repay to the Company upon termination of
the Participant’s Service any dividends and other distributions paid to the Participant in cash
with respect to Unvested Shares reacquired by the Company pursuant to the Company Reacquisition
Right.
6. Escrow.
6.1 Appointment of Agent. To ensure that Shares subject to the Company Reacquisition Right
will be available for reacquisition, the Participant and the Company hereby appoint the Secretary
of the Company, or any other person designated by the Company, as their agent and as
attorney-in-fact for the Participant (the “Agent”) to hold any and all Unvested Shares and to sell,
assign and transfer to the Company any such Unvested Shares reacquired by the Company pursuant to
the Company Reacquisition Right. The Participant understands that appointment of the Agent is a
material inducement to make this Agreement and that such appointment is coupled with an interest
and is irrevocable. The Agent shall not be personally
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liable for any act the Agent may do or omit to do hereunder as escrow agent, agent for the
Company, or attorney in fact for the Participant while acting in good faith and in the exercise of
the Agent’s own good judgment, and any act done or omitted by the Agent pursuant to the advice of
the Agent’s own attorneys shall be conclusive evidence of such good faith. The Agent may rely upon
any letter, notice or other document executed by any signature purporting to be genuine and may
resign at any time.
6.2 Establishment of Escrow. The Participant authorizes the Company to deposit the Unvested
Shares with the Company’s transfer agent to be held in book entry form, as provided in Section 3.3,
and the Participant agrees to deliver to and deposit with the Agent each certificate, if any,
evidencing the Shares and, if required by the Company, an Assignment Separate from Certificate with
respect to such book entry shares and each such certificate duly endorsed (with date and number of
Shares blank) in the form attached to this Agreement, to be held by the Agent under the terms and
conditions of this Section 6 (the “Escrow”). Upon the occurrence of an Ownership Change Event, a
dividend or distribution to the stockholders of the Company paid in shares of Stock or other
property (other than regular, periodic dividends paid on Stock pursuant to the Company’s dividend
policy) or any other adjustment upon a change in the capital structure of the Company, as described
in Section 9, any and all new, substituted or additional securities or other property to which the
Participant is entitled by reason of his or her ownership of the Shares that remain, following such
Ownership Change Event, dividend, distribution or change described in Section 9, subject to the
Company Reacquisition Right shall be immediately subject to the Escrow to the same extent as the
Shares immediately before such event. The Company shall bear the expenses of the Escrow.
6.3 Delivery of Shares to Participant. The Escrow shall continue with respect to any Shares
for so long as such Shares remain subject to the Company Reacquisition Right. Upon termination of
the Company Reacquisition Right with respect to Shares, the Company shall so notify the Agent and
direct the Agent to deliver such number of Shares to the Participant. As soon as practicable after
receipt of such notice, the Agent shall cause the Shares specified by such notice to be delivered
to the Participant, and the Escrow shall terminate with respect to such Shares.
7. Tax Matters.
7.1 Tax Withholding.
(a) In General. At the time the Grant Notice is executed, or at any time thereafter as
requested by a Participating Company, the Participant hereby authorizes withholding from payroll
and any other amounts payable to the Participant, and otherwise agrees to make adequate provision
for, any sums required to satisfy the federal, state, local and foreign tax (including any social
insurance) withholding obligations of the Participating Company, if any, which arise in connection
with the Award, including, without limitation, obligations arising upon (a) the transfer of Shares
to the Participant, (b) the lapsing of any restriction with respect to any Shares, (c) the filing
of an election to recognize tax liability, or (d) the transfer by the Participant of any Shares.
The Company shall have no obligation to deliver the Shares or to release any Shares from the Escrow
established pursuant to Section 6 until the tax withholding obligations of the Participating
Company have been satisfied by the Participant.
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(b) Assignment of Sale Proceeds. Subject to compliance with applicable law and the Company’s
Trading Compliance Policy, if permitted by the Company, the Participant may satisfy the
Participating Company’s tax withholding obligations in accordance with procedures established by
the Company providing for delivery by the Participant to the Company or a broker approved by the
Company of properly executed instructions, in a form approved by the Company, providing for the
assignment to the Company of the proceeds of a sale with respect to some or all of the shares
becoming Vested Shares on a Vesting Date as provided in the Grant Notice.
(c) Withholding in Shares. The Company shall have the right, but not the obligation, to
require the Participant to satisfy all or any portion of a Participating Company’s tax withholding
obligations by withholding a number of whole, Vested Shares otherwise deliverable to the
Participant or by the Participant’s tender to the Company of a number of whole, Vested Shares or
vested shares acquired otherwise than pursuant to the Award having, in any such case, a fair market
value, as determined by the Company as of the date on which the tax withholding obligations arise,
not in excess of the amount of such tax withholding obligations determined by the applicable
minimum statutory withholding rates.
7.2 Election Under Section 83(b) of the Code.
(a) The Participant understands that Section 83 of the Code taxes as ordinary income the
difference between the amount paid for the Shares, if anything, and the fair market value of the
Shares as of the date on which the Shares are “substantially vested,” within the meaning of Section
83. In this context, “substantially vested” means that the right of the Company to reacquire the
Shares pursuant to the Company Reacquisition Right has lapsed. The Participant understands that he
or she may elect to have his or her taxable income determined at the time he or she acquires the
Shares rather than when and as the Company Reacquisition Right lapses by filing an election under
Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after
the date of acquisition of the Shares. The Participant understands that failure to make a timely
filing under Section 83(b) will result in his or her recognition of ordinary income, as the Company
Reacquisition Right lapses, on the difference between the purchase price, if anything, and the fair
market value of the Shares at the time such restrictions lapse. The Participant further
understands, however, that if Shares with respect to which an election under Section 83(b) has been
made are forfeited to the Company pursuant to its Company Reacquisition Right, such forfeiture will
be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount
paid (if any) by the Participant for the forfeited Shares over the amount realized (if any) upon
their forfeiture. If the Participant has paid nothing for the forfeited Shares and has received no
payment upon their forfeiture, the Participant understands that he or she will be unable to
recognize any loss on the forfeiture of the Shares even though the Participant incurred a tax
liability by making an election under Section 83(b).
(b) The Participant understands that he or she should consult with his or her tax advisor
regarding the advisability of filing with the Internal Revenue Service an election under Section
83(b) of the Code, which must be filed no later than thirty (30) days after the date of the
acquisition of the Shares pursuant to this Agreement. Failure to file an election under Section
83(b), if appropriate, may result in adverse tax consequences to the Participant. The Participant
acknowledges that he or she has been advised to consult with a tax advisor
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regarding the tax consequences to the Participant of the acquisition of Shares hereunder. ANY
ELECTION UNDER SECTION 83(b) THE PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS
AFTER THE DATE ON WHICH THE PARTICIPANT ACQUIRES THE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED.
THE PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE PARTICIPANT’S
SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE
SUCH ELECTION ON HIS OR HER BEHALF.
(c) The Participant will notify the Company in writing if the Participant files an election
pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from
the Participant evidence of such filing, to claim a tax deduction for any amount which would
otherwise be taxable to the Participant in the absence of such an election.
8. Effect of Change in Control.
In the event of a Change in Control, the surviving, continuing, successor, or purchasing
corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may,
without the consent of the Participant, assume or continue in full force and effect the Company’s
rights and obligations under the Award or substitute for the Award a substantially equivalent award
for the Acquiror’s stock. For purposes of this Section, the Award shall be deemed assumed if,
following the Change in Control, the Award confers the right to receive, subject to the terms and
conditions of the Plan and this Agreement, for each Share subject to the Award immediately prior to
the Change in Control, the consideration (whether stock, cash, other securities or property or a
combination thereof) to which a holder of a share of Stock on the effective date of the Change in
Control was entitled. Notwithstanding the foregoing, Shares acquired pursuant to the Award prior
to the Change in Control and any consideration received pursuant to the Change in Control with
respect to such shares shall continue to be subject to all applicable provisions of this Agreement
except as otherwise provided herein.
9. Adjustments for Changes in Capital Structure.
Subject to any required action by the stockholders of the Company, in the event of any change
in the Stock effected without receipt of consideration by the Company, whether through merger,
consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend,
stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of
shares, or similar change in the capital structure of the Company, or in the event of payment of a
dividend or distribution to the stockholders of the Company in a form other than Stock (other than
regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) that has
a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate
adjustments shall be made in the number and kind of shares of stock or other property subject to
the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award.
For purposes of the foregoing, conversion of any convertible securities of the Company shall not
be treated as “effected without receipt of consideration by the Company.” Any and all new,
substituted or additional securities or other
6
property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s
dividend policy, subject to Section 5.3) to which Participant is entitled by reason of ownership of
shares acquired pursuant to this Award will be immediately subject to the provisions of this Award
on the same basis as all shares originally acquired hereunder. Any fractional share resulting from
an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such
adjustments shall be determined by the Committee, and its determination shall be final, binding and
conclusive.
10. Rights as a Stockholder, Director, Employee or Consultant.
The Participant shall have no rights as a stockholder with respect to any Shares subject to
the Award until the date of the issuance of the Shares (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company). No adjustment
shall be made for dividends, distributions or other rights for which the record date is prior to
the date the Shares are issued, except as provided in Section 9. Subject to the provisions of this
Agreement, the Participant shall exercise all rights and privileges of a stockholder of the Company
with respect to Shares deposited in the Escrow pursuant to Section 6, including the right to vote
such Shares and to receive all dividends and other distributions paid with respect to such Shares,
subject to Section 5.3. If the Participant is an Employee, the Participant understands and
acknowledges that, except as otherwise provided in a separate, written employment agreement between
a Participating Company and the Participant, the Participant’s employment is “at will” and is for
no specified term. Nothing in this Agreement shall confer upon the Participant any right to
continue in the Service of a Participating Company or interfere in any way with any right of the
Participating Company Group to terminate the Participant’s Service at any time.
11. Legends.
The Company may at any time place legends referencing the Company Reacquisition Right and any
applicable federal, state or foreign securities law restrictions on all certificates representing
the Shares. The Participant shall, at the request of the Company, promptly present to the Company
any and all certificates representing the Shares in the possession of the Participant in order to
carry out the provisions of this Section. Unless otherwise specified by the Company, legends
placed on such certificates may include, but shall not be limited to, the following:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN AN
AGREEMENT BETWEEN THIS CORPORATION AND THE REGISTERED HOLDER, OR HIS PREDECESSOR IN
INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.”
12. Transfers in Violation of Agreement.
No Shares may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise
disposed of, including by operation of law, in any manner which violates any of the provisions of
this Agreement and, except pursuant to an Ownership Change Event, until the date
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on which such shares become Vested Shares, and any such attempted disposition shall be void.
The Company shall not be required (a) to transfer on its books any Shares which will have been
transferred in violation of any of the provisions set forth in this Agreement or (b) to treat as
owner of such Shares or to accord the right to vote as such owner or to pay dividends to any
transferee to whom such Shares will have been so transferred. In order to enforce its rights under
this Section, the Company shall be authorized to give a stop transfer instruction with respect to
the Shares to the Company’s transfer agent.
13. Miscellaneous Provisions.
13.1 Termination or Amendment. The Committee may terminate or amend the Plan or this
Agreement at any time; provided, however, that no such termination or amendment may adversely
affect the Participant’s rights under this Agreement without the consent of the Participant unless
such termination or amendment is necessary to comply with applicable law or government regulation.
No amendment or addition to this Agreement shall be effective unless in writing.
13.2 Nontransferability of the Award. The right to acquire Shares pursuant to the Award shall
not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment,
pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s
beneficiary, except transfer by will or by the laws of descent and distribution. All rights with
respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant
or the Participant’s guardian or legal representative.
13.3 Further Instruments. The parties hereto agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent of this Agreement.
13.4 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns
of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the
Participant and the Participant’s heirs, executors, administrators, successors and assigns.
13.5 Delivery of Documents and Notices. Any document relating to participation in the Plan or
any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given (except to the extent that this Agreement provides for effectiveness only upon
actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address,
if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post
Office or foreign postal service, by registered or certified mail, or with a nationally recognized
overnight courier service, with postage and fees prepaid, addressed to the other party at the
address of such party set forth in the Grant Notice or at such other address as such party may
designate in writing from time to time to the other party.
(a) Description of Electronic Delivery. The Plan documents, which may include but do not
necessarily include: the Plan, the Grant Notice, this Agreement, the Plan Prospectus, and any
reports of the Company provided generally to the Company’s stockholders, may be delivered to the
Participant electronically. In addition, if permitted by the Company, the
8
parties may deliver electronically any notices called for in connection with the Escrow and
the Participant may deliver electronically the Grant Notice to the Company or to such third party
involved in administering the Plan as the Company may designate from time to time. Such means of
electronic delivery may include but do not necessarily include the delivery of a link to a Company
intranet or the Internet site of a third party involved in administering the Plan, the delivery of
the document via e-mail or such other means of electronic delivery specified by the Company.
(b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has
read Section 13.5(a) of this Agreement and consents to the electronic delivery of the Plan
documents and, if permitted by the Company, the delivery of the Grant Notice and notices in
connection with the Escrow, as described in Section 13.5(a). The Participant acknowledges that he
or she may receive from the Company a paper copy of any documents delivered electronically at no
cost to the Participant by contacting the Company by telephone or in writing. The Participant
further acknowledges that the Participant will be provided with a paper copy of any documents if
the attempted electronic delivery of such documents fails. Similarly, the Participant understands
that the Participant must provide the Company or any designated third party administrator with a
paper copy of any documents if the attempted electronic delivery of such documents fails. The
Participant may revoke his or her consent to the electronic delivery of documents described in
Section 13.5(a) or may change the electronic mail address to which such documents are to be
delivered (if Participant has provided an electronic mail address) at any time by notifying the
Company of such revoked consent or revised e-mail address by telephone, postal service or
electronic mail. Finally, the Participant understands that he or she is not required to consent to
electronic delivery of documents described in Section 13.5(a).
13.6 Integrated Agreement. The Grant Notice, this Agreement and the Plan, together with the
Superseding Agreement, if any, shall constitute the entire understanding and agreement of the
Participant and the Participating Company Group with respect to the subject matter contained herein
or therein and supersede any prior agreements, understandings, restrictions, representations, or
warranties among the Participant and the Participating Company Group with respect to such subject
matter. To the extent contemplated herein or therein, the provisions of the Grant Notice, this
Agreement and the Plan shall survive any settlement of the Award and shall remain in full force and
effect.
13.7 Applicable Law. This Agreement shall be governed by the laws of the State of California
as such laws are applied to agreements between California residents entered into and to be
performed entirely within the State of California.
13.8 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
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ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED the undersigned does hereby sell, assign and transfer unto
(
) shares of the Capital Stock of TRIDENT MICROSYSTEMS, INC.
standing in the undersigned’s name on the books of said corporation represented by Certificate No.
herewith and does hereby irrevocably constitute and appoint
Attorney to transfer the said stock on the books of said corporation with
full power of substitution in the premises.
Dated:
| Signature | ||
| Print Name |
Instructions: Please do not fill in any blanks other than the signature line. The purpose
of this assignment is to enable the Company to exercise its Company Reacquisition Right set forth
in the Restricted Stock Agreement without requiring additional signatures on the part of the
Participant.
SAMPLE
Internal Revenue Service
[IRS Service Center
where Form 1040 is Filed]
where Form 1040 is Filed]
Re: Section 83(b) Election
Dear Sir or Madam:
The following information is submitted pursuant to section 1.83-2 of the Treasury Regulations in
connection with this election by the undersigned under section 83(b) of the Internal Revenue Code
of 1986, as amended (the “Code”).
1. The name, address and taxpayer identification number of the taxpayer are:
Name:
Address:
Social Security Number:
| 2. | The following is a description of each item of property with respect to which the election is made: |
shares of common stock of Trident Microsystems, Inc. (the
“Shares”), acquired from Trident Microsystems, Inc. (the “Company”) pursuant to a
restricted stock grant.
| 3. | The property was transferred to the undersigned on: |
Restricted stock grant date:
The taxable year for which the election is made is:
Calendar Year
| 4. | The nature of the restriction to which the property is subject: |
The Shares are subject to automatic forfeiture to the Company upon the occurrence of
certain events. This forfeiture provision lapses with regard to a
portion of the Shares based upon the continued performance of services by the
taxpayer over time.
| 5. | The following is the fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) of the property with respect to which the election is made: |
$
(
Shares at
$ per share).
The property was transferred to the taxpayer pursuant to the grant of an award of
restricted stock.
| 6. | The following is the amount paid for the property: |
No monetary consideration was provided in exchange for the Shares.
| 7. | A copy of this election has been furnished to the Company, the corporation for which the services were performed by the undersigned. |
Please acknowledge receipt of this election by date or received-stamping the enclosed copy of this
letter and returning it to the undersigned. A self-addressed stamped envelope is provided for your
convenience.
Very truly yours,
| Date: | ||||
Enclosures
cc: Trident Microsystems, Inc.
cc: Trident Microsystems, Inc.
