Exhibit 10.2
INTELLON
CORPORATION
2007 EQUITY INCENTIVE
PLAN
NOTICE OF GRANT OF RESTRICTED
STOCK UNITS
Unless otherwise defined herein, the
terms used in this Notice of Grant of Restricted Stock Units (the
“Notice of Grant”) and Terms and Conditions of
Restricted Stock Unit Grant, attached hereto as Exhibit A
(together, the “Agreement”) shall be as defined in the
2007 Equity Incentive Plan (the “Plan”).
Participant has been granted the
right to receive an Award of Restricted Stock Units, subject to the
terms and conditions of the Plan and this Agreement, as
follows:
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Grant Number
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Date of Grant
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Vesting Commencement Date
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Number of Restricted Stock Units
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Vesting Schedule
:
Subject to any acceleration
provisions contained in the Plan or set forth below, the Restricted
Stock Unit will vest in accordance with the following
schedule:
[VESTING SCHEDULE.]
In the event Participant ceases to
be a Service Provider for any or no reason before Participant vests
in the Restricted Stock Unit, the Restricted Stock Unit and
Participant’s right to acquire any Shares hereunder will
immediately terminate.
INTELLON
CORPORATION
EXHIBIT A
TERMS AND CONDITIONS OF
RESTRICTED STOCK UNIT GRANT
1. Grant . Effective as of
the date of grant set forth in the Notice of Restricted Stock Units
Grant available on the AST Equity Plan Solutions website (the
“Notice of Grant”), Intellon Corporation hereby grants
to the Participant named in the Notice of Grant (the
“Participant”) a number of Restricted Stock Units as
set forth in the Notice of Grant, subject to all of the terms and
conditions in this Agreement and the Plan, which is incorporated
herein by reference. Subject to Section 18(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 Agreement, the terms and
conditions of the Plan will prevail.
2. Company’s Obligation to
Pay . Each Restricted Stock Unit represents the right to
receive a Share on the date it vests. Unless and until the
Restricted Stock Units will have vested in the manner set forth in
Section 3, Participant will have no right to payment of any
such Restricted Stock Units. Prior to actual payment of any vested
Restricted Stock Units, such Restricted Stock Unit will represent
an unsecured obligation of the Company, payable (if at all) only
from the general assets of the Company. Any Restricted Stock Units
that vest in accordance with Sections 3 or 4 will be paid to
Participant (or in the event of Participant’s death, to his
or her estate) in whole Shares, subject to Participant satisfying
any applicable tax withholding obligations as set forth in
Section 6.
3. Vesting Schedule . Except
as provided in Section 4, and subject to Section 5, the
Restricted Stock Units awarded by this Agreement will vest in
accordance with the vesting provisions set forth in the Notice of
Grant. Restricted Stock Units 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
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 Units at any time, subject to the terms of the
Plan. If so accelerated, such Restricted Stock Units 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 Agreement, the balance of the Restricted Stock
Units that have not vested as of the time of Participant’s
termination as a Service Provider for any or no reason, and
Participant’s right to acquire any Shares pursuant to any
unvested Restricted Stock Units hereunder, will immediately
terminate.
6. Death of Participant . Any
distribution or delivery to be made to Participant under this
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. Withholding of Taxes .
Notwithstanding any contrary provision of this Agreement, no
certificate representing the Shares will be issued to Participant,
unless and until satisfactory arrangements (as determined by the
Administrator) will have been made by Participant with respect to
the payment of income, employment and other taxes which the Company
determines must be withheld with respect to such Shares. In this
regard, Participant authorizes the Company or its designee, to the
extent permitted by applicable law, to sell a number of Shares
underlying a vested Award of Restricted Stock Units sufficient to
cover applicable withholding taxes, and the Company shall use the
proceeds of such sale to satisfy such withholding obligations.
Participant will be responsible for all brokers’ fees and
other costs of sale, which fees and costs may be deducted from the
proceeds of the foregoing sale of shares. To the extent the
proceeds of such sale exceed Participant’s tax withholding
obligations, such excess cash will be deposited into the securities
account established with a brokerage service provider for
the
