RSU Agreement
Stock Payment of Annual and Performance Bonus
UK Employees
CAMBRIDGE DISPLAY TECHNOLOGY, INC.
RESTRICTED UNITS AGREEMENT
(FOR UK EMPLOYEES)
THIS AGREEMENT is made on 29 January 2007
BETWEEN:-
(1) CAMBRIDGE DISPLAY TECHNOLOGY, INC, a Delaware corporation
(the "Company") and
(2) [INSERT NAME] (the "Employee")
IT IS AGREED as follows:-
1. DEFINITIONS
AND INTERPRETATION
1.1 The words and
expressions set out below have the meanings specified against
them:
"the Award" the
award of Restricted Units granted to the Employee under the terms
of this Agreement, as set out in Schedule 1 and in accordance with
Article V of the Plan;
"the Board" the
Board of Directors of the Company from time to time;
"Change in
Control" as
defined in the Plan;
"the
Committee" the
Compensation Committee of the Board from time to time or, following
a Change in Control, those persons who comprised the Compensation
Committee of the Board immediately prior to such Change in
Control;
"the Date of
Grant" the date on
which the Award was granted, as set out in Schedule 1 to this
Agreement;
"Dividend
Equivalents" as
defined in the Plan;
"the
Employer" such
member of the Group that is the Employee's employer, or if he has
ceased to hold an office or employment within the Group, was his
employer or such other member of the Group, or other person, as
under the PAYE Regulations or, as the case may be, the NICs
Regulations or any other statutory or regulatory enactment (whether
in the UK or otherwise) and is obliged to account or would suffer a
disadvantage should it not account for any Tax Liability;
"Employer's
NICs" secondary
Class 1 National Insurance contributions payable by (or by
reference to) the Employer;
"Employee's
NICs" primary Class
1 National Insurance contributions payable by (or by reference to)
the Employee;
"Fair Market
Value" the Fair
Market Value (as defined in the Plan) of the Shares in respect of
which the Award has Vested calculated on the Vesting Date;
"Group" the
Company (and any successor thereto) and any company which is for
the time being a Subsidiary of the Company (as defined in the
Plan);
"HMRC" the UK HM
Revenue & Customs;
"ITEPA" the
UK Income Tax (Earnings and Pensions) Act 2003;
"the Liquidity
Date" the date or
dates on or after which the Shares acquired on Vesting of the Award
may be sold by the Employee without restriction, as set out in
Schedule 1 to this Agreement;
"NICs
Regulations" the
regulations made for the assessment, collection and recovery of
national insurance contributions under Schedule 1 of the Social
Security (Contributions & Benefits Act 1992;
"Nominated
Broker" a broker
nominated by the Committee from time to time and notified as such
to the Employee for the purposes of clause 7 of this Agreement;
"PAYE
Regulations" the
regulations made for the assessment, collection and recovery of
income tax under section 684 of ITEPA;
"Period of
Restriction" means
the period of time between the Date of Grant and the Vesting Date
as set out in Schedule 1 to this Agreement;
"Plan" the
Cambridge Display Technology, Inc. 2004 Stock Incentive Plan,
"Restricted
Units"
a forfeitable right
to receive the Shares;
"Shares"
the
number of shares of class A common stock of the Company (with a par
value of $0.01 per share) set out in Schedule 1 to this
Agreement;
"the Stock Acquisition
Date" the date or
dates on which the Shares will be issued following Vesting of the
Award as set out in Schedule 1 to this Agreement;
"Tax
Liability" any
liability of the Employer to withhold the statutory minimum of
withholding tax due and/or account to HMRC (or any other tax
authority in any jurisdiction) for an amount of, or representing,
income tax, Employee's NICs and, if expressly referred to in
Schedule 1 to this Agreement, Employer's NICs and/or any other tax
or social security contributions charge, levy or sum (whether under
the laws of the UK or otherwise) which may arise in respect of the
Award (whether pursuant to its grant or Vesting, the acquisition or
holding of the Shares or otherwise);
"UK" United
Kingdom;
"Vesting" the
date on which the Period of Restriction ends (the "Vesting Date")
as set out in Schedule 1 to this Agreement (and "Vest" and "Vested"
shall be construed accordingly).
1.2 Words and
phrases not otherwise defined in this Agreement shall have the
meanings given to them in the Plan.
1.3 References in
this Agreement to a statute or a statutory provision shall include
any modification, re-enactment or extension thereof.
2. GRANT OF
AWARD
2.1 Subject to
the terms and conditions of this Agreement and of the Plan, the
Committee hereby grants to the Employee the Award in consideration
of the Employee's continuing duties and obligations to the Company
from the Date of Grant.
2.2 The Award is
personal to the Employee and may not be transferred, assigned,
mortgaged, charged or otherwise disposed of and shall immediately
become void and of no effect in the event of the bankruptcy of the
Employee.
2.3 The grant of
the Award shall be conditional upon the Employee duly executing and
returning to the Company a copy of this Agreement, together with
any further documentation specified in Schedule 1.
3. VESTING OF THE
AWARD
3.1 Subject to
clauses 5 and 6 below, the Employee's Award shall Vest fully on the
Vesting Date.
3.2 Upon Vesting
of the Award the Employee will become entitled to receive the
Shares in respect of which the Award has Vested on the Stock
Acquisition Date and the Company shall arrange for such Shares to
be delivered to the Employee within 30 days of the Stock
Acquisition Date (subject to clause 8 below).
4. DIVIDEND
EQUIVALENTS
Dividend Equivalents will not be paid to the Employee in respect
of the Award nor does the Employee have any right to receive such
Dividend Equivalents or any other payments in connection with the
payment of dividends on the Company's shares prior to the Stock
Acquisition Date.
5. TERMINATION OF
EMPLOYMENT
5.1 Except as may
be specified in Schedule 1 or as otherwise determined by the
Committee (in its absolute discretion), the Award shall be
forfeited and cancelled upon the Employee ceasing to hold an office
or employment with the Group at any time during the Period of
Restriction. In such circumstances the Award shall lapse in its
entirety on the date of such cessation or, if earlier, the date on
which notice of such cessation is given by either party.
5.2 If the
Employee ceases to hold an office or employment with the Group at
any time following the Period of Restriction (i.e. on or after the
Vesting Date) then the Award will continue to be governed by terms
of this Agreement.
5.3 For the
purposes of this clause 5, the Employee shall not
