PIXELWORKS, INC.
AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN
TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD
1.
General . These Terms and Conditions of Restricted Stock
Award (these “ Terms ”) apply to a particular
award (“ Award ”) of restricted shares of Common
Stock of the Company (“ Restricted Stock ”) if
referenced in the Notice of Grant of Restricted Stock (“
Grant Notice ”) corresponding to that particular
Award. The recipient of the Award identified in the Grant Notice is
referred to as the “ Grantee .” The effective
date of grant of the Award as set forth in the Grant Notice is
referred to as the “ Award Date .”
The Award was
granted under and subject to the Company’s Amended and
Restated 2006 Stock Incentive Plan (the “ Plan
”). Capitalized terms are defined in the Plan if not defined
herein. The Award has been granted to the Grantee in addition to,
and not in lieu of, any other form of compensation otherwise
payable or to be paid to the Grantee. The Grant Notice and these
Terms are collectively referred to as the “ Award
Agreement ” applicable to the Award.
2.
Vesting . Subject to Section 7 below, the Award
shall vest, and restrictions (other than those set forth in
Section 16.1 of the Plan) shall lapse, in percentage
installments of the aggregate number of shares of Restricted Stock
subject to the Award as set forth on the Grant Notice. The
Administrator reserves the right to accelerate the vesting of the
Restricted Stock in such circumstances as it, in its sole
discretion, deems appropriate and any such acceleration shall be
effective only when set forth in a written instrument executed by
an officer of the Company.
3.
Continuance of Employment . The vesting schedule
requires Continuous Status as an Employee or Consultant through
each applicable vesting date as a condition to the vesting of the
applicable installment of the Award and the rights and benefits
under this Award Agreement. Employment or service for only a
portion of the vesting period, even if a substantial portion, will
not entitle the Grantee to any proportionate vesting or avoid or
mitigate a termination of rights and benefits upon or following a
termination of employment or services as provided in Section 7
below or under the Plan.
Nothing
contained in this Award Agreement or the Plan constitutes an
employment or service commitment by the Company or any of its
Subsidiaries, affects the Grantee’s status, if he or she is
an employee, as an employee at will who is subject to termination
without cause, confers upon the Grantee any right to remain
employed by or in service to the Company or any of its
Subsidiaries, interferes in any way with the right of the Company
or any of its Subsidiaries at any time to terminate such employment
or services, or affects the right of the Company or any of its
Subsidiaries to increase or decrease the Grantee’s other
compensation or benefits. Nothing in this paragraph, however, is
intended to adversely affect any independent contractual right of
the Grantee without his or her consent thereto.
4.
Dividend and Voting Rights . After the Award Date, the
Grantee shall be entitled to voting rights with respect to the
shares of Restricted Stock subject to the Award even though such
shares are not vested, provided that such rights shall terminate
immediately as to
1
any shares of
Restricted Stock that are forfeited pursuant to Section 7
below. Any dividends payable on the Restricted Stock shall be
treated as Restricted Property pursuant to and as contemplated by
Section 8.
5.
Restrictions on Transfer . Prior to the time that they
have become vested pursuant to Section 2 hereof or
Section 11 of the Plan, neither the Restricted Stock, nor any
interest therein, amount payable in respect thereof, or Restricted
Property (as defined in Section 8 hereof) may be sold,
assigned, transferred, pledged or otherwise disposed of, alienated
or encumbered, either voluntarily or involuntarily. The transfer
restrictions in the preceding sentence shall not apply to
(a) transfers to the Company, or (b) transfers by will or
the laws of descent and distribution.
(a)
Book Entry Form . The Company shall issue the shares of
Restricted Stock subject to the Award either: (a) in
certificate form as provided in Section 6(b) below; or (b) in
book entry form, registered in the name of the Grantee with
notations regarding the applicable restrictions on transfer imposed
under this Award Agreement.
(b)
Certificates to be Held by Company; Legend . Any
certificates representing shares of Restricted Stock that may be
delivered to the Grantee by the Company prior to vesting shall be
redelivered to the Company to be held by the Company until the
restrictions on such shares shall have lapsed and the shares shall
thereby have become vested or the shares represented thereby have
been forfeited hereunder. Such certificates shall bear the
following legend and any other legends the Company may determine to
be necessary or advisable to comply with all applicable laws,
rules, and regulations:
“The
ownership of this certificate and the shares of stock evidenced
hereby and any interest therein are subject to substantial
restrictions on transfer under an Agreement entered into between
the registered owner and Pixelworks, Inc. A copy of such Agreement
is on file in the office of the Secretary of Pixelworks,
Inc.”
(c)
Delivery of Certificates Upon Vesting . Promptly after the
vesting of any shares of Restricted Stock pursuant to
Section 2 hereof or Section 11 of the Plan and the
satisfaction of any and all related tax withholding obligations
pursuant to Section 9, the Company shall, as applicable,
either remove the notations on any shares of Restricted Stock
issued in book entry form which have vested or deliver to the
Grantee a certificate or certificates evidencing the number of
shares of Restricted Stock which have vested (or, in either case,
such lesser number of shares as may result after giving effect to
Section 9). The Grantee (or the beneficiary or personal
representative of the Grantee in the event of the Grantee’s
death or Disability, as the case may be) shall deliver to the
Company any representations or other documents or assurances as the
Company or its counsel may determine to be necessary or advisable
in order to ensure compliance with all applicable laws, rules, and
regulations with respect to the grant of the Award and the delivery
of share
|
