AMKOR TECHNOLOGY, INC. RESTRICTED STOCK AWARD AGREEMENT
Exhibit 10.1
AMKOR TECHNOLOGY, INC.
2007 EQUITY INCENTIVE PLAN
Unless otherwise defined herein, the terms defined in the Amkor Technology, Inc. 2007 Equity
Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award
Agreement (the “Award Agreement”).
Participant Name:
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You have been granted the right to receive an Award of Restricted Stock, subject to the terms
and conditions of the Plan and this Award Agreement, as follows:
Grant Number
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Date of Grant
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February 3, 2010 | ||
Vesting Commencement Date
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February 3, 2010 | ||
Number of Shares Granted
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Vesting Schedule:
Subject to any acceleration provisions contained in the Plan or set forth below, the
Restricted Stock will vest and the Company’s right to reacquire the Restricted Stock will lapse in
accordance with the following schedule:
25% of the Shares subject to this Award shall vest on February 3, 2011, and 1/48th
of the Shares subject to this Award shall vest each month thereafter so that on February 3, 2014,
100% of the Shares shall be vested, subject to the Participant continuing to be a Service Provider
on such dates. Only whole shares will vest on each monthly vesting date. 100% of the Shares
subject to this Award also shall vest upon the Participant’s death, Disability, Retirement or
Change in Control (other than a Change in Control in which the Xxxxx X. Xxx Family Group, as
defined in the Company’s proxy statement, owns or acquires fifty percent (50%) or more of the
total voting power represented by the Company’s then outstanding voting securities), subject to
the Participant continuing to be a Service Provider on such dates.
1. Grant. The Company hereby grants to the Participant named in this Award Agreement
(“Participant”) under the Plan for services and as a separate incentive in connection with his
or her services and not in lieu of any salary or other compensation for his or her services, an
Award of Shares of Restricted Stock, subject to all of the terms and conditions in this Award
Agreement and the Plan, which is incorporated herein by reference. Subject to
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Section 20(c) of the Plan, in the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan
will prevail.
2. Escrow of Shares.
(a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered
and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of
Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted
Stock vest or the date Participant ceases to be a Service Provider.
(b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to
holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of
its judgment.
(c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder,
upon receipt of written notice of such termination, will take all steps necessary to accomplish the
transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints
the Escrow Holder with full power of substitution, as Participant’s true and lawful
attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to
take any action and execute all documents and instruments, including, without limitation, stock
powers which may be necessary to transfer the certificate or certificates evidencing such unvested
Shares of Restricted Stock to the Company upon such termination.
(d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of
Restricted Stock to Participant after they vest following Participant’s request that the Escrow
Holder do so.
(e) Subject to the terms hereof, Participant will have all the rights of a stockholder with
respect to the Shares while they are held in escrow, including without limitation, the right to
vote the Shares and to receive any cash dividends declared thereon.
(f) In the event of any dividend or other distribution (whether in the form of cash, Shares,
other securities, or other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of
Shares or other securities of the Company, or other change in the corporate structure of the
Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or
otherwise changed, and by virtue of any such change Participant will in his or her capacity as
owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares
of stock, cash or securities (other than rights or warrants to purchase securities); such new or
additional or different shares, cash or securities will thereupon be considered to be unvested
Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were
applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If
Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock,
such rights or warrants may be held or exercised by Participant, provided that until such exercise
any such rights or warrants and after such exercise any shares or other securities acquired by the
exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock
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and will be subject to all of the conditions and restrictions which were applicable to the
unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its
absolute discretion at any time may accelerate the vesting of all or any portion of such new or
additional shares of stock, cash or securities, rights or warrants to purchase securities or shares
or other securities acquired by the exercise of such rights or warrants.
(g) The Company may instruct the transfer agent for its Common Stock to place a legend on the
certificates representing the Restricted Stock or otherwise note its records as to the restrictions
on transfer set forth in this Award Agreement.
3. Vesting Schedule. Except as provided in Section 4, and subject to Section 5, the
Shares of Restricted Stock awarded by this Award Agreement will vest in accordance with the vesting
provisions set forth in this Award Agreement. Shares of Restricted Stock scheduled to vest on a
certain date or upon the occurrence of a certain condition will not vest in Participant in
accordance with any of the provisions of this Award Agreement, unless Participant will have been
continuously a Service Provider from the Date of Grant until the date such vesting occurs.
4. Administrator Discretion. The Administrator, in its discretion, may accelerate the
vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock at
any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock will be
considered as having vested as of the date specified by the Administrator.
5. Forfeiture upon Termination of Status as a Service Provider. Notwithstanding any
contrary provision of this Award Agreement, the balance of the Shares of Restricted Stock that have
not vested at the time of Participant’s termination as a Service Provider for any reason will be
forfeited and automatically transferred to and reacquired by the Company at no cost to the Company
upon the date of such termination and Participant will have no further rights thereunder.
Participant hereby appoints the Escrow
Agent with full power of substitution, as Participant’s true and lawful attorney-in-fact with
irrevocable power and authority in the name and on behalf of Participant to take any action and
execute all documents and instruments, including, without limitation, stock powers which may be
necessary to transfer the certificate or certificates evidencing such unvested Shares to the
Company upon such termination of service.
6. Death of Participant. Any distribution or delivery to be made to Participant under
this Award Agreement will, if Participant is then deceased, be made to Participant’s designated
beneficiary, or if no beneficiary survives Participant, the administrator or executor of
Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his
or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity
of the transfer and compliance with any laws or regulations pertaining to said transfer.
7. Tax Withholding. The Participant is responsible for payment or satisfaction of any
federal, state, local or other taxes which must be paid or withheld in connection with this Award
and the vesting of Shares hereunder, and no certificate representing the Shares of Restricted Stock
may be released from the escrow established pursuant to Section 2, unless and until such
satisfactory arrangements shall have been made. The Company and its subsidiaries
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are authorized to deduct from any payment owed to you any taxes required to be withheld with
respect to the Shares and the Company may, in its discretion, satisfy any tax withholding
obligations by reducing the number of Shares otherwise deliverable to Participant.
8. Rights as Stockholder. Neither Participant nor any person claiming under or
through Participant will have any of the rights or privileges of a stockholder of the Company in
respect of any Shares deliverable hereunder unless and until certificates representing such Shares
will have been issued, recorded on the records of the Company or its transfer agents or registrars,
and delivered to Participant or the Escrow Agent. Except as provided in Section 2(f), after such
issuance, recordation and delivery, Participant will have all the rights of a stockholder of the
Company with respect to voting such Shares and receipt of dividends and distributions on such
Shares.
9. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE
VESTING OF THE SHARES OF RESTRICTED STOCK PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY
CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING
OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED
STOCK OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE
VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S
RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT)
TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.
10. Address for Notices. Any notice to be given to the Company under the terms of
this Award Agreement will be addressed to the Company, in care of its General Counsel at Amkor
Technology, Inc., 0000 Xxxxx Xxxxx Xxxx, Xxxxxxxx, Xxxxxxx, 00000, or at such other address as the
Company may hereafter designate in writing.
11. Grant is Not Transferable. Except to the limited extent provided in Section 6,
the unvested Shares subject to this grant and the rights and privileges conferred hereby will not
be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise) and will not be subject to sale under execution, attachment or similar process. Upon
any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any unvested Shares of
Restricted Stock subject to this grant, or any right or privilege conferred hereby, or upon any
attempted sale under any execution, attachment or similar process, this grant and the rights and
privileges conferred hereby immediately will become null and void.
12. Binding Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Award Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.
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13. Additional Conditions to Release from Escrow. The Company will not be required to
issue any certificate or certificates for Shares hereunder or release such Shares from the escrow
established pursuant to Section 2 prior to fulfillment of all the following conditions: (a) the
admission of such Shares to listing on all stock exchanges on which such class of stock is then
listed; (b) the completion of any registration or other qualification of such Shares under any
state or federal law or under the rulings or regulations of the Securities and Exchange Commission
or any other governmental regulatory body, which the Administrator will, in its absolute
discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from
any state or federal governmental agency, which the Administrator will, in its absolute discretion,
determine to be necessary or advisable; and (d) the lapse of such reasonable period of time
following the date of grant of the Restricted Stock as the Administrator may establish from time to
time for reasons of administrative convenience.
14. Plan Governs. This Award Agreement is subject to all terms and provisions of the
Plan. In the event of a conflict between one or more provisions of this Award Agreement and one or
more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and
not defined in this Award Agreement will have the meaning set forth in the Plan.
15. Administrator Authority. The Administrator will have the power to interpret the
Plan and this Award 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
(including, but not limited to, the determination of whether or not any Shares of Restricted Stock
have vested). All actions taken and all interpretations and determinations made by the
Administrator in good faith will be final and binding upon Participant, the Company and all other
interested persons. No member of the Administrator will be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or this Award
Agreement.
16. Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to the Shares of Restricted Stock awarded under the Plan or future Restricted
Stock that may be awarded under the Plan by electronic means or request Participant’s consent to
participate in the Plan by electronic means. Participant hereby consents to receive such documents
by electronic delivery and agrees to participate in the Plan through any on-line or electronic
system established and maintained by the Company or another third party designated by the Company.
17. Captions. Captions provided herein are for convenience only and are not to serve
as a basis for interpretation or construction of this Award Agreement.
18. Agreement Severable. In the event that any provision in this Award Agreement will
be held invalid or unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining provisions of this
Award Agreement.
19. Modifications to the Award Agreement. This Award Agreement constitutes the entire
understanding of the parties on the subjects covered. Participant expressly warrants that he or
she is not accepting this Award Agreement in reliance on any promises, representations, or
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inducements other than those contained herein. Modifications to this Award Agreement or the
Plan can be made only in an express written contract executed by a duly authorized officer of the
Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Administrator
reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole
discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise
avoid imposition of any additional tax or income recognition under Code Section 409A in connection
to this Award of Restricted Stock.
20. Amendment, Suspension or Termination of the Plan. By accepting this Award,
Participant expressly warrants that he or she has received an Award of Restricted Stock under the
Plan, and has received, read and understood a description of the Plan. Participant understands
that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company
at any time.
21. Governing Law. This Award Agreement will be governed by the laws of the State of
Delaware, without giving effect to the conflict of law principles thereof. For purposes of
litigating any dispute that arises under this Award or this Award Agreement, the parties hereby
submit to and consent to the jurisdiction of the State of Arizona, and agree that such litigation
will be conducted in the courts of Maricopa County, Arizona, or the federal courts for the United
States for the District of Arizona, and no other courts, where this Award is made and/or to be
performed.
22. Agreement. By Participant’s signature and the signature of the Company’s
representative below, Participant and the Company agree that this Award of Restricted Stock is
granted under and governed by the terms and conditions of the Plan and this Award Agreement.
Participant has reviewed the Plan and this Award Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully
understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Administrator upon any
questions relating to the Plan and Award Agreement. Participant further agrees to notify the
Company upon any change in the residence address indicated below.
| PARTICIPANT | AMKOR TECHNOLOGY, INC. | |||||
| By: | ||||||
Signature
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Xxx X. Xxxx, Executive Vice President, CAO & General Counsel |
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Print Name |
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