EXHIBIT 10.B
Skyworks Solutions, Inc.
Restricted Stock Agreement
Granted Under 2005 Long-Term
Incentive Plan
AGREEMENT made this ____ day of
_____________, 2005 (the “Grant Date”), between
Skyworks Solutions, Inc. a Delaware corporation (the
“Company”), and ________________________ (the
“Participant”).
For good and valuable consideration,
receipt of which is acknowledged, the parties hereto agree as
follows:
The Company shall issue to the
Participant, subject to the terms and conditions set forth in this
Agreement and in the Company’s 2005 Long-Term Incentive Plan
(the “Plan”), ______ shares (the “Shares”)
of common stock, $0.25 par value, of the Company (“Common
Stock”). The Company shall issue to the Participant one or
more certificates in the name of the Participant for that number of
Shares to be issued to the Participant hereunder. The Participant
agrees that the Shares shall be subject to forfeiture pursuant to
Section 2 of this Agreement and the restrictions on transfer
set forth in Section 4 of this Agreement.
(a) In
the event that the Participant ceases to be employed by the Company
for any reason or no reason, with or without cause, prior to the
fourth anniversary of the Grant Date, the Company shall have the
right and option (the “Forfeiture Option”) to demand
that the Participant forfeit some or all of the Unvested Shares (as
defined below).
“Unvested Shares” means
the total number of Shares multiplied by the Applicable Percentage
at the time the Forfeiture Option becomes exercisable by the
Company. The “Applicable Percentage” shall be
(i) 100% during the 12-month period ending on the first
anniversary of the Grant Date (ii) 75% during the 12-month
period ending on the second anniversary of the Grant Date, (iii)
50% during the 12-month period ending on the third anniversary of
the Grant Date, (iv) 25% during the 12-month period ending on the
fourth anniversary of the Grant Date and (v) zero after the
fourth anniversary of the Grant Date.
(b) In
the event that the Participant’s employment with the Company
is terminated by reason of death or disability, the number of the
Shares for which the Forfeiture Option becomes exercisable shall be
zero percent (0%) of the number of Unvested Shares for which the
Forfeiture Option would otherwise become exercisable. For this
purpose, “disability” shall mean the permanent
disability of the Participant as defined in Section 22(e)(3) of the
Internal Revenue Code of 1986.
(c) For
purposes of this Agreement, the Participant’s employment with
the Company shall not be considered to have terminated if he or she
remains employed by a parent or subsidiary of the
Company.
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3.
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Exercise of Forfeiture Option and
Closing .
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(a)
The Company may exercise the
Forfeiture Option by delivering or mailing to the Participant (or
his estate), within 90 days after the termination of the employment
of the Participant with the Company, a written notice of exercise
of the Forfeiture Option. Such notice shall specify the number of
Shares to be forfeited. If and to the extent the Forfeiture Option
is not so exercised by the giving of such a notice within such
90-day period, the Forfeiture Option shall automatically expire and
terminate effective upon the expiration of such 90-day
period.
(b)
Within 10 days after delivery to the
Participant of the Company’s notice of the exercise of the
Forfeiture Option pursuant to subsection (a) above, the
Participant (or his estate) shall, pursuant to the provisions of
the Joint Escrow Instructions referred to in Section 5 below,
tender to the Company at its principal offices the certificate or
certificates representing the Shares which the Company has demanded
forfeiture of in accordance with the terms of this Agreement, duly
endorsed in blank or with duly endorsed stock powers attached
thereto, all in form suitable for the transfer of such Shares to
the Company.
(c)
After the time at which any Shares
are required to be delivered to the Company for transfer to the
Company pursuant to subsection (b) above, the Company shall
not pay any dividend to the Participant on account of such Shares
or permit the Participant to exercise any of the privileges or
rights of a stockholder with respect to such Shares, but shall, in
so far as permitted by law, treat the Company as the owner of such
Shares.
(d)
The Company shall not demand
forfeiture of any fraction of a Share upon exercise of the
Forfeiture Option, and any fraction of a Share resulting from a
computation made pursuant to Section 2 of this Agreement shall
be rounded to the nearest whole Share (with any one-half Share
being rounded upward).
(e)
The Company may assign its
Forfeiture Option to one or more persons or entities.
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4.
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Restrictions on Transfer .
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The Participant shall not sell,
assign, transfer, pledge, hypothecate or otherwise dispose of, by
operation of law or otherwise (collectively “transfer”)
any Shares, or any interest therein, that are subject to the
Forfeiture Option, except that the Participant may transfer such
Shares (i) to or for the benefit of any spouse, children, parents,
uncles, aunts, siblings, grandchildren and any other relatives
approved in writing by the Board of Directors (collectively,
“Approved Relatives”) or to a trust established solely
for the benefit of the Participant and/or Approved Relatives,
provided that such Shares shall remain subject to this
Agreement (including without limitation the restrictions on
transfer set forth in this Section 4 and the Forfeiture Option set
forth in Section 2) and such permitted transferee shall, as a
condition to such transfer, deliver to the Company a written
instrument confirming that such transferee shall be bound by all of
the terms and conditions of this Agreement or (ii) as part of the
sale of all or substantially all of the shares of capital stock of
the Company (including pursuant to a merger or consolidation),
provided that, in accordance with the Plan, the securities
or other property received by the Participant in connection with
such transaction shall remain subject to this
Agreement..
The Participant shall, upon the
execution of this Agreement, execute Joint Escrow Instructions in
the form attached to this Agreement as Exhibit A . The Joint
Escrow Instructions shall be delivered to the Secretary of the
Company, as escrow agent thereunder. The Participant shall deliver
to such escrow agent a stock assignment duly endorsed in blank, in
the form attached to this Agreement as Exhibit B , and
hereby instructs the Company to deliver to such escrow agent, on
behalf of the Participant, the certificate(s) evidencing the Shares
issued hereunder. Such materials shall be held by such escrow agent
pursuant to the terms of such Joint Escrow Instructions.
All certificates representing Shares
shall have affixed thereto legends in substantially the following
form, in addition to any other legends that may be required under
federal or state securities laws:
“The shares of stock
represented by this certificate are subject to restrictions on
transfer and a forfeiture option set forth in a certain Restricted
Stock Agreement between the corporation and the registered owner of
these shares (or his predecessor in interest), and such Agreement
is available for inspection without charge at the office of the
Secretary of the corporation.”
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7.
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Provisions of the Plan .
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(a)
This Agreement is subject to the
provisions of the Plan, a copy of which is furnished to the
Participant with this Agreement.
(b)
As provided in the Plan, upon the
occurrence of a Reorganization Event (as defined in the Plan), the
rights of the Company hereunder (including the right to exercise
the
Forfeiture Option) shall inure to
the benefit of the Company’s successor and shall apply to the
cash, securities or other property which the Shares were converted
into or exchanged for pursuant to such Reorganization Event in the
same manner and to the same extent as they applied to the Shares
under this Agreement. If, in connection with a Reorganization
Event, a portion of the cash, securities and/or other property
received upon the conversion or exchange of the Shares is to be
placed into escrow to secure indemnification or similar
obligations, the mix between the vested and unvested portion of
such cash, securities and/or other property that is placed into
escrow shall be the same as the mix between the vested and unvested
portion of such cash, securities and/or other property that is not
subject to escrow.
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8.
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Withholding Taxes; Section 83(b)
Election .
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(a)
The Participant acknowledges and
agrees that the Company has the right to deduct from payments of
any kind otherwise due to the Participant any federal, state or
local taxes of any kind required by law to be withheld with respect
to the issuance of the Shares to the Participant or the lapse of
the Forfeiture Option.
(b)
The Participant has reviewed with
the Participant’s own tax advisors the federal, state, local
and foreign tax co