STANDARD MICROSYSTEMS CORPORATION RESTRICTED STOCK UNIT GRANT AGREEMENT
Exhibit
10.7
STANDARD
MICROSYSTEMS CORPORATION
THIS
AGREEMENT (this “Agreement”), made as
of the ____ day of ________, _____ (the "Grant Date"), between
Standard Microsystems Corporation (the “Company”), and __________ (the "Grantee").
WHEREAS,
the Company has adopted the Standard Microsystems Corporation 2009 Long Term
Incentive Plan (the "Plan")
and
WHEREAS,
pursuant to the Plan, the Compensation Committee of the Board of Directors of
the Company (the “Committee”) has
determined to make a grant of Restricted Stock Units to the Grantee, subject to
the terms, conditions and limitations provided herein and in the
Plan.
NOW,
THEREFORE, the parties hereto agree as follows:
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1.
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The
Plan. This Agreement shall be construed in accordance
with, and subject to, the terms of the Plan (the provisions of which are
incorporated herein by reference). In the event of any conflict
between the provisions of the Plan and the provisions of this Agreement,
the provisions of this Agreement shall govern. Capitalized
terms used but not defined herein shall have the meanings ascribed to them
in the Plan.
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2.
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Grant of Restricted Stock
Units. Pursuant to, and subject to, the terms and
conditions set forth herein and in the Plan, the Company hereby grants the
Grantee _________ Restricted Stock Units as of the Grant
Date.
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3.
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Vesting. Subject
to Section 3 below, the Restricted Stock Units shall vest as follows (each
date, a Vesting Date with respect to the applicable tranche of Restricted
Stock Units):
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DATE
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PERCENT VESTED
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NUMBER VESTED
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4.
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Settlement. Settlement
of vested Restricted Stock Units shall be made in shares of common stock
of the Company within 30 days following the applicable Vesting
Date.
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5.
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Withholding. The
Company shall have a right to withhold from any payment of Stock to a
Participant or other person under the Plan an amount sufficient to cover
any required withholding taxes, including the Participant’s social
security and Medicare taxes (FICA) and federal, state, local income tax or
such other applicable taxes (“Taxes”) with respect to income arising from
payment of the Award. The Company shall have the right to
require the payment of any Taxes before issuing any Stock pursuant to the
Award.
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6.
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Effect of Termination of
Employment or Services. In case of termination of
the Grantee’s employment, directorship or consultancy
prior to the final Vesting Date, outstanding Restricted Stock Units shall
be treated in accordance with Section 10 of the
Plan.
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7.
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Modification of
Agreement. Except as set forth in the Plan and herein,
this Agreement may be modified, amended, suspended or terminated, and any
terms or conditions may be waived, but only by a written instrument
executed by the parties hereto.
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8.
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Severability. Should
any provision of this Agreement be held by a court of competent
jurisdiction to be unenforceable or invalid for any reason, the remaining
provisions of this Agreement shall not be affected by such holding and
shall continue in full force and effect in accordance with their
terms.
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9.
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Governing
Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State
of Delaware, without regard to its conflict of laws
principle.
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10.
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Entire
Agreement. This Agreement and the Plan reflects the
agreement of the parties hereto with respect to the subject matter hereof,
and supercedes any prior agreement, arrangement or understanding between
the parties.
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11.
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Grantee Acknowledgment.
The Grantee hereby acknowledges receipt of a copy of the Plan. The Grantee
hereby acknowledges that all decisions, determinations and interpretations
of the Committee in respect of the Plan, this Agreement and the Restricted
Stock Units shall be final and
conclusive.
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* * * * *
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as
of the day and year first above written.
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STANDARD
MICROSYSTEMS
CORPORATION
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By:
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Name:
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Title:
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GRANTEE:
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Name:
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