EXHIBIT 10.4
MICROCHIP TECHNOLOGY INCORPORATED
2004 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNITS AGREEMENT
(Foregin)
1.
Grant of Restricted Stock Units . The
Company hereby grants to the Grantee named in the Notice of
Grant of Restricted Stock Units (“Grant Notice”)
an Award of Restricted Stock Units (“RSU/s”), as
set forth in the Grant Notice and subject to the terms and
conditions in this Restricted Stock Unit Agreement
(“Agreement”) and the Company’s 2004 Equity
Incentive Plan (the “Plan”). Unless
otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Agreement.
2.
Company's Obligation . Each RSU represents
the right to receive a Share in accordance with the Vesting
Period in the Grant Notice. Unless and until the
RSUs vest, the Grantee will have no right to receive Shares
underlying such RSUs. Prior to actual distribution
of Shares pursuant to any vested RSUs, such RSUs will
represent an unsecured obligation of the Company, payable (if
at all) only from the general assets of the
Company.
3.
Vesting Schedule . Subject to paragraph 4 of
this Agreement, the RSUs awarded by this Agreement will vest
and all restrictions lapse according to the vesting schedule
specified in the Grant Notice.
4.
Forfeiture upon Termination as a Service Provider
. Notwithstanding any contrary provision of this
Agreement or the Grant Notice, if the Grantee terminates
service as a Service Provider for any or no reason prior to
vesting, the unvested RSUs awarded by this Agreement will
thereupon be forfeited at no cost to the Company.
5.
Payment after Vesting . Any RSUs that vest
in accordance with paragraph 3 of this Agreement will be paid
to the Grantee (or in the event of the Grantee's death, to his
or her estate) in Shares, upon satisfaction, as determined by
the Company, of any required tax or other withholding as set
forth in Section 9 of this Agreement. The Shares
will be issued to the Grantee as soon as practicable after the
vesting date, but in any event, within the period ending on
the later to occur of the date that is two and a half (2
½) months from the end of (i) the Grantee’s tax
year that includes the applicable vesting date, or (ii) the
Company’s tax year that includes the applicable vesting
date.
6.
Payments after Death . Any distribution or
delivery to be made to the Grantee under this Agreement will,
if the Grantee is then deceased, be made to the administrator
or executor of the Grantee’s estate. Any such
administrator or executor 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.
Grant is Not Transferable . Except to the
limited extent provided in paragraph 6 of this Agreement,
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 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.
8.
Rights as Stockholder . Neither the Grantee
nor any person claiming under or through the Grantee 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 the Grantee or
Grantee’s broker or had the Shares electronically
transferred to Grantee’s account.
9.
Tax Obligations . Grantee agrees to make appropriate
arrangements with the Company (or the Parent or Subsidiary
employing or retaining Grantee) in accordance with the procedures
offered by the Company for the satisfaction of all Federal, state,
local and foreign income and employment tax withholding
requirements applicable to the issuance of Shares pursuant to an
RSU Award. Except as otherwise determined by the
Administrator, Grantee also agrees to reimburse or pay the Company
(including its Subsidiary) in full, any liability that the Company
incurs towards any fringe benefit tax (“FBT”), social
tax, or other tax or costs paid or payable in respect of the grant,
vesting, delivery, cancellation, or transfer of the RSU or the
underlying Shares, within the time and in the manner prescribed by
the Company. The Administrator may in its sole
discretion determine whether the minimum required withholding taxes
and/or FBT with respect to such RSUs will be paid by selling a
portion of vested shares or by direct payment from the Grantee to
the Company, by some other method, or by some combination
thereof. Grantee agrees to execute any additional
documents requested by the Company for such reimbursement of such
taxes to the Company.
The
Grantee grants to the Company the irrevocable authority, as
agent of Grantee and on his behalf, to sell or procure the
sale of sufficient Shares subject to this Award so that the
net proceeds receivable by the Company are as far as possible
equal to but not less than the amount of any tax the Grantee
is liable for (including FBT pursuant to the preceding
paragraph) and the Company shall remit any balance to
Grantee.
Grantee
acknowledges and agrees that the Company may refuse to deliver
Shares if Grantee has not made appropriate arrangements with
the Company to satisfy the minimum tax withholding
requirements or FBT.
10.
Acknowledgments. The Grantee expressly
acknowledges the following:
(a) The
Company (whether or not Grantee’s employer) is granting
the Award. That the grant of the Award, future
grants of Awards, and benefits and rights provided under
the
Plan
are
