Exhibit 10.2
P OWER I NTEGRATIONS , I NC .
2007 E QUITY I NCENTIVE P LAN
A DOPTED BY THE B OARD : S EPTEMBER 10, 2007
A PPROVED BY THE S TOCKHOLDERS : N OVEMBER 7, 2007
A MENDED BY THE B OARD : J ANUARY 29, 2008
A MENDED BY THE B OARD : J ULY 28, 2009
T ERMINATION D ATE : S EPTEMBER 9, 2017
(a) Amendment and
Restatement. The Plan is
adopted to amend and restate the Company’s 1997 Stock Option
Plan (the “ Original Plan ”). All
outstanding Stock Awards granted before the amendment and
restatement of the Plan shall continue to be governed by the terms
of the Original Plan. All Stock Awards granted after the Effective
Date shall be governed by the terms contained herein.
(b) Eligible Stock Award
Recipients. The persons
eligible to receive Stock Awards are Employees, Directors and
Consultants.
(c) Available Stock
Awards. The Plan provides
for the grant of the following Stock Awards: (i) Incentive
Stock Options, (ii) Nonstatutory Stock Options,
(iii) Restricted Stock Awards, (iv) Restricted Stock Unit
Awards, (v) Stock Appreciation Rights, (vi) Performance
Stock Awards, and (vii) Other Stock Awards.
(d) Purpose.
The Company, by means of the Plan,
seeks to secure and retain the services of the group of persons
eligible to receive Stock Awards as set forth in Section 1(b),
to provide incentives for such persons to exert maximum efforts for
the success of the Company and any Affiliate, and to provide a
means by which such eligible recipients may be given an opportunity
to benefit from increases in value of the Common Stock through the
granting of Stock Awards.
(a) Administration by
Board. The Board shall
administer the Plan unless and until the Board delegates
administration of the Plan to a Committee or Committees, as
provided in Section 2(c).
(b) Powers of Board.
The Board shall have the power,
subject to, and within the limitations of, the express provisions
of the Plan:
(i) To determine from time to time (A) which of
the persons eligible under the Plan shall be granted Stock Awards;
(B) when and how each Stock Award shall be granted;
(C) what type or combination of types of Stock Award shall be
granted; (D) the provisions of each Stock Award granted (which
need not be identical), including the time or times when a person
shall be
1.
permitted to receive cash or Common Stock
pursuant to a Stock Award; (E) the number of shares of Common
Stock with respect to which a Stock Award shall be granted to each
such person; and (F) the Fair Market Value applicable to a
Stock Award.
(ii) To construe and interpret the Plan and Stock
Awards granted under it, and to establish, amend and revoke rules
and regulations for administration of the Plan. The Board, in the
exercise of this power, may correct any defect, omission or
inconsistency in the Plan or in any Stock Award Agreement, in a
manner and to the extent it shall deem necessary or expedient to
make the Plan or Stock Award fully effective.
(iii) To settle all controversies regarding the Plan
and Stock Awards granted under it.
(iv) To accelerate the time at which a Stock Award
may first be exercised or the time during which a Stock Award or
any part thereof will vest in accordance with the Plan,
notwithstanding the provisions in the Stock Award stating the time
at which it may first be exercised or the time during which it will
vest.
(v) To suspend or terminate the Plan at any time.
Suspension or termination of the Plan shall not impair rights and
obligations under any Stock Award granted while the Plan is in
effect except with the written consent of the affected
Participant.
(vi) To amend the Plan in any respect the Board deems
necessary or advisable, including, without limitation, relating to
Incentive Stock Options and certain nonqualified deferred
compensation under Section 409A of the Code and/or to bring
the Plan or Stock Awards granted under the Plan into compliance
therewith, subject to the limitations, if any, of applicable law.
However, except as provided in Section 9(a) relating to
Capitalization Adjustments, to the extent required by applicable
law or listing requirements, stockholder approval shall be required
for any amendment of the Plan that either (i) materially
increases the number of shares of Common Stock available for
issuance under the Plan, (ii) materially expands the class of
individuals eligible to receive Stock Awards under the Plan,
(iii) materially increases the benefits accruing to
Participants under the Plan or materially reduces the price at
which shares of Common Stock may be issued or purchased under the
Plan, (iv) materially extends the term of the Plan, or
(v) expands the types of Stock Awards available for issuance
under the Plan. Except as provided above, rights under any Stock
Award granted before amendment of the Plan shall not be impaired by
any amendment of the Plan unless (i) the Company requests the
consent of the affected Participant, and (ii) such Participant
consents in writing.
(vii) To submit any amendment to the Plan for
stockholder approval, including, but not limited to, amendments to
the Plan intended to satisfy the requirements of
(i) Section 162(m) of the Code and the regulations
thereunder regarding the exclusion of performance-based
compensation from the limit on corporate deductibility of
compensation paid to Covered Employees, (ii) Section 422
of the Code regarding Incentive Stock Options, or (iii) Rule
16b-3.
(viii) To approve forms of Stock Award Agreements for
use under the Plan and to amend the terms of any one or more Stock
Awards, including, but not limited to, amendments to provide terms
more favorable than previously provided in the Stock Award
Agreement, subject to any specified limits in the Plan that are not
subject to Board discretion; provided however, that,
the
2.
rights under any Stock Award shall not be
impaired by any such amendment unless (i) the Company requests
the consent of the affected Participant, and (ii) such
Participant consents in writing. Notwithstanding the foregoing,
subject to the limitations of applicable law, if any, the Board may
amend the terms of any one or more Stock Awards without the
affected Participant’s consent if necessary to maintain the
qualified status of the Stock Award as an Incentive Stock Option or
to bring the Stock Award into compliance with Section 409A of
the Code and the related guidance thereunder.
(ix) Generally, to exercise such powers and to
perform such acts as the Board deems necessary or expedient to
promote the best interests of the Company and that are not in
conflict with the provisions of the Plan or Stock
Awards.
(x) To adopt such procedures and sub-plans as are
necessary or appropriate to permit participation in the Plan by
Employees, Directors or Consultants who are foreign nationals or
employed outside the United States.
(c) Delegation to
Committee.
(i) General.
The Board may delegate some or all
of the administration of the Plan to a Committee or Committees. If
administration of the Plan is delegated to a Committee, the
Committee shall have, in connection with the administration of the
Plan, the powers theretofore possessed by the Board that have been
delegated to the Committee, including the power to delegate to a
subcommittee of the Committee any of the administrative powers the
Committee is authorized to exercise (and references in the Plan to
the Board shall thereafter be to the Committee or subcommittee),
subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the
Board. The Board may retain the authority to concurrently
administer the Plan with the Committee and may, at any time, revest
in the Board some or all of the powers previously
delegated.
(ii) Section 162(m) and Rule
16b-3 Compliance. In the
sole discretion of the Board, the Committee may consist solely of
two or more Outside Directors, in accordance with
Section 162(m) of the Code, or solely of two or more
Non-Employee Directors, in accordance with Rule 16b-3. In addition,
the Board or the Committee, in its sole discretion, may
(A) delegate to a Committee who need not be Outside Directors
the authority to grant Stock Awards to eligible persons who are
either (I) not then Covered Employees and are not expected to
be Covered Employees at the time of recognition of income resulting
from such Stock Award, or (II) not persons with respect to whom the
Company wishes to comply with Section 162(m) of the Code, or
(B) delegate to a Committee who need not be Non-Employee
Directors the authority to grant Stock Awards to eligible persons
who are not then subject to Section 16 of the Exchange
Act.
(d) Delegation to
Officers. The Board may
delegate to one or more Officers the authority to do one or both of
the following: (i) designate Officers and Employees of the
Company or any of its Subsidiaries to be recipients of Options
(and, to the extent permitted by Delaware law, other Stock Awards)
and the terms thereof, and (ii) determine the number of shares
of Common Stock to be subject to such Stock Awards granted to such
Officers and Employees; provided, however, that the Board
resolutions regarding
3.
such delegation shall specify the total number
of shares of Common Stock that may be subject to the Stock Awards
granted by such Officers and that such Officer may not grant a
Stock Award to himself or herself. Notwithstanding the foregoing,
the Board may not delegate to an Officer authority to determine the
Fair Market Value of the Common Stock pursuant to
Section 13(u)(ii) below.
(e) Cancellation and Re-Grant of
Stock Awards . Neither
the Board nor any Committee shall have the authority to:
(i) reprice any outstanding Stock Awards under the Plan, or
(ii) cancel and re-grant any outstanding Stock Awards under
the Plan, unless the stockholders of the Company have approved such
an action within a twelve (12) month period preceding or
following such an event.
(f) Repurchase of Stock
Awards . Notwithstanding
anything to the contrary set forth herein, except in connection
with an Ownership Change Event, Capitalization Adjustment,
extraordinary cash dividend, split-up or spin-off, outstanding
Options or Stock Appreciation Rights may not be canceled in
exchange for cash without stockholder approval.
(g) Effect of Board’s
Decision. All
determinations, interpretations and constructions made by the Board
in good faith shall not be subject to review by any person and
shall be final, binding and conclusive on all persons.
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3.
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S
HARES S UBJECT TO THE P LAN .
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(a) Share Reserve
. Subject to the provisions of
Section 9(a) relating to Capitalization Adjustments, the
aggregate number of shares of Common Stock that may be issued
pursuant to Stock Awards under the Plan shall not exceed Eleven
Million Nine Hundred Ninety-Six Thousand Nine Hundred Twenty-Nine
(11,996,929) shares. Such share reserve consists solely of
shares remaining available for issuance under the Original Plan,
including shares subject to outstanding options under the Original
Plan. Subject to Section 3(b), the number of shares available
for issuance under the Plan shall be reduced by: (i) one
(1) share for each share of stock issued pursuant to
(A) an Option granted under Section 5, or (B) a
Stock Appreciation Right granted under Section 6(c), and
(ii) two (2) shares for each share of Common Stock issued
pursuant to a Restricted Stock Award, Restricted Stock Unit Award,
or Other Stock Award granted under Section 6. Shares may be
issued in connection with a merger or acquisition as permitted by
Nasdaq Rule 4350(i)(1)(A)(iii) or, if applicable, NYSE Listed
Company Manual Section 303A.08, or AMEX Company Guide
Section 711 and such issuance shall not reduce the number of
shares available for issuance under the Plan.
(b) Reversion of Shares to the
Share Reserve . If any
(i) Stock Award shall for any reason expire or otherwise
terminate, in whole or in part, without having been exercised in
full, (ii) shares of Common Stock issued to a Participant
pursuant to a Stock Award are forfeited to or repurchased by the
Company because of the failure to meet a contingency or condition
required for the vesting of such shares, or (iii) a Stock
Award is settled in cash, then the shares of Common Stock not
issued under such Stock Award, or forfeited to or repurchased by
the Company, shall revert to and again become available for
issuance under the Plan. If any shares subject to a Stock Award are
not delivered to a Participant because such shares are withheld for
the payment of taxes or the Stock Award is exercised through a
reduction of shares subject to the Stock Award ( i.e. ,
“net exercised”) or an appreciation distribution
in
4.
respect of a Stock Appreciation Right is paid in
shares of Common Stock, the number of shares subject to the Stock
Award that are not delivered to the Participant shall not remain
available for subsequent issuance under the Plan. If the exercise
price of any Stock Award is satisfied by tendering shares of Common
Stock held by the Participant (either by actual delivery or
attestation), then the number of shares so tendered shall not
remain available for issuance under the Plan. To the extent there
is issued a share of Common Stock pursuant to a Stock Award that
counted as two (2) shares against the number of shares
available for issuance under the Plan pursuant to Section 3(a)
and such share of Common Stock again becomes available for issuance
under the Plan pursuant to this Section 3(b), then the number
of shares of Common Stock available for issuance under the Plan
shall increase by two (2) shares.
(c) Incentive Stock Option
Limit. Notwithstanding
anything to the contrary in Section 3, subject to the
provisions of Section 9(a) relating to Capitalization
Adjustments the aggregate maximum number of shares of Common Stock
that may be issued pursuant to the exercise of Incentive Stock
Options shall be Eleven Million Nine Hundred Ninety-Six Thousand
Nine Hundred Twenty-Nine (11,996,929) shares of Common
Stock.
(d) Source of Shares.
The stock issuable under the Plan
shall be shares of authorized but unissued or reacquired Common
Stock, including shares repurchased by the Company on the open
market.
(a) Eligibility for Specific
Stock Awards . Incentive
Stock Options may be granted only to employees of the Company or a
“parent corporation” or “subsidiary
corporation” thereof (as such terms are defined in Sections
424(e) and 424(f) of the Code). Stock Awards other than Incentive
Stock Options may be granted to Employees, Directors and
Consultants.
(b) Ten Percent
Stockholders. A Ten
Percent Stockholder shall not be granted an Incentive Stock Option
unless the exercise price of such Option is at least one hundred
ten percent (110%) of the Fair Market Value of the Common
Stock on the date of grant and the Option is not exercisable after
the expiration of five (5) years from the date of
grant.
(c) Section 162(m)
Limitation . Subject to
the provisions of Section 9(a) relating to Capitalization
Adjustments, no Employee shall be eligible to be granted during any
calendar year Stock Awards whose value is determined by reference
to an increase over an exercise or strike price of at least one
hundred percent (100%) of the Fair Market Value of the Common
Stock on the date the Stock Award is granted covering more than
five hundred thousand (500,000) shares of Common
Stock.
(d) Consultants.
A Consultant shall be eligible for
the grant of a Stock Award only if, at the time of grant, a Form
S-8 Registration Statement under the Securities Act (“
Form S-8 ”) is available to register either the
offer or the sale of the Company’s securities to such
Consultant because of the nature of the services that the
Consultant is providing to the Company, because the Consultant is
not a natural person, or because of any other rule governing the
availability of Form S-8.
5.
Each Option shall be in such form
and shall contain such terms and conditions as the Board shall deem
appropriate. All Options shall be separately designated Incentive
Stock Options or Nonstatutory Stock Options at the time of grant,
and, if certificates are issued, a separate certificate or
certificates shall be issued for shares of Common Stock purchased
on exercise of each type of Option. If an Option is not
specifically designated as an Incentive Stock Option, then the
Option shall be a Nonstatutory Stock Option. The provisions of
separate Options need not be identical; provided, however ,
that each Option Agreement shall conform to (through incorporation
of provisions hereof by reference in the Option Agreement or
otherwise) the substance of each of the following
provisions:
(a) Term. Subject to the provisions of Section 4(b)
regarding Ten Percent Stockholders, no Option shall be exercisable
after the expiration of ten (10) years from the date of its
grant or such shorter period specified in the Option
Agreement.
(b) Exercise Price.
Subject to the provisions of
Section 4(b) regarding Ten Percent Stockholders, the exercise
price of each Option shall be not less than one hundred percent
(100%) of the Fair Market Value of the Common Stock subject to
the Option on the date the Option is granted. Notwithstanding the
foregoing, an Option may be granted with an exercise price lower
than one hundred percent (100%) of the Fair Market Value of
the Common Stock subject to the Option if such Option is granted
pursuant to an assumption or substitution for another option in a
manner consistent with the provisions of Section 424(a) of the
Code (whether or not such options are Incentive Stock
Options).
(c) Consideration.
The purchase price of Common Stock
acquired pursuant to the exercise of an Option shall be paid, to
the extent permitted by applicable law and as determined by the
Board in its sole discretion, by any combination of the methods of
payment set forth below. The Board shall have the authority to
grant Options that do not permit all of the following methods of
payment (or otherwise restrict the ability to use certain methods)
and to grant Options that require the consent of the Company to
utilize a particular method of payment. The permitted methods of
payment are as follows:
(i) by cash, check, bank draft or money order
payable to the Company;
(ii) pursuant to a program developed under Regulation
T as promulgated by the Federal Reserve Board that, prior to the
issuance of the stock subject to the Option, results in either the
receipt of cash (or check) by the Company or the receipt of
irrevocable instructions to pay the aggregate exercise price to the
Company from the sales proceeds;
(iii) by delivery to the Company (either by actual
delivery or attestation) of shares of Common Stock;
(iv) by a “net exercise” arrangement
pursuant to which the Company will reduce the number of shares of
Common Stock issued upon exercise by the largest whole number of
shares with a Fair Market Value that does not exceed the aggregate
exercise price; provided, however, that the Company shall
accept a cash or other payment from the Participant to the extent
of any remaining balance of the aggregate exercise price not
satisfied by such reduction in the number of whole shares to be
issued; provided, further,
6.
that shares of Common Stock will no longer be
outstanding under an Option and will not be exercisable thereafter
to the extent that (A) shares are used to pay the exercise
price pursuant to the “net exercise,” (B) shares
are delivered to the Participant as a result of such exercise, and
(C) shares are withheld to satisfy tax withholding
obligations; or
(v) in any other form of legal consideration that
may be acceptable to the Board in its sole discretion and
permissible under applicable law.
(d) Transferability of
Options. The Board may,
in its sole discretion, impose such limitations on the
transferability of Options as the Board shall determine. In the
absence of such a determination by the Board to the contrary, the
following restrictions on the transferability of Options shall
apply:
(i) Restrictions on
Transfer. An Option shall
not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the
Optionholder only by the Optionholder; provided, however ,
that the Board may, in its sole discretion, permit transfer of the
Option in a manner that is not prohibited by applicable tax and
securities laws upon the Optionholder’s request.
(ii) Domestic Relations
Orders. Notwithstanding
the foregoing, an Option may be transferred pursuant to a domestic
relations order, provided, however, that an Incentive Stock
Option may be deemed to be a Nonstatutory Stock Option as a result
of such transfer.
(iii) Beneficiary
Designation. Notwithstanding the foregoing, the Optionholder
may, by delivering written notice to the Company, in a form
provided by or otherwise satisfactory to the Company and any broker
designated by the Company to effect Option exercises, designate a
third party who, in the event of the death of the Optionholder,
shall thereafter be entitled to exercise the Option. In the absence
of such a designation, the executor or administrator of the
Optionholder’s estate shall be entitled to exercise the
Option.
(e) Vesting of Options
Generally. The total
number of shares of Common Stock subject to an Option may vest and
therefore become exercisable in periodic installments that may or
may not be equal. The Option may be subject to such other terms and
conditions on the time or times when it may or may not be exercised
(which may be based on performance or other criteria) as the Board
may deem appropriate. The vesting provisions of individual Options
may vary. The provisions of this Section 5(e) are subject to
any Option provisions governing the minimum number of shares of
Common Stock as to which an Option may be exercised.
(f) Termination of Continuous
Service. In the event
that an Optionholder’s Continuous Service terminates (other
than upon the Optionholder’s death or Disability), the
Optionholder may exercise his or her Option (to the extent that the
Optionholder was entitled to exercise such Option as of the date of
termination of Continuous Service) but only within such period of
time ending on the earlier of (i) the date three
(3) months following the termination of the
Optionholder’s Continuous Service (or such longer or shorter
period specified in the Option Agreement), or (ii) the
expiration of the term of the Option as set forth in the Option
Agreement. If, after termination of Continuous Service, the
Optionholder does not exercise his or her Option within the time
specified herein or in the Option Agreement (as applicable), the
Option shall terminate.
7.
(g) Extension of Termination
Date. In the event that
exercise of an Option following the termination of the
Optionholder’s Continuous Service (other than upon the
Optionholder’s death or Disability) would be prohibited at
any time solely because the issuance of shares of Common Stock
would violate the registration requirements under the Securities
Act, then the Option shall terminate on the earlier of (i) the
expiration of a period of three (3) months after the
termination of the Optionholder’s Continuous Service during
which the exercise of the Option would not be in violation of such
registration requirements, or (ii) the expiration of the term
of the Option as set forth in the Option Agreement.
(h) Disability of
Optionholder. In the
event that an Optionholder’s Continuous Service terminates as
a result of the Optionholder’s Disability, the Optionholder
may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise such Option as of the date of termination
of Continuous Service), but only within such period of time ending
on the earlier of (i) the date twelve (12) months
following such termination of Continuous Service (or such longer or
shorter period specified in the Option Agreement), or (ii) the
expiration of the term of the Option as set forth in the Option
Agreement. If, after termination of Continuous Service, the
Optionholder does not exercise his or her Option within the time
specified herein or in the Option Agreement (as applicable), the
Option shall terminate.
(i) Death of
Optionholder. In the
event that (i) an Optionholder’s Continuous Service
terminates as a result of the Optionholder’s death, or
(ii) the Optionholder dies within the period (if any)
specified in the Option Agreement after the termination of the
Optionholder’s Continuous Service for a reason other than
death, then the Option may be exercised (to the extent the
Optionholder was entitled to exercise such Option as of the date of
death) by the Optionholder’s estate, by a person who acquired
the right to exercise the Option by bequest or inheritance or by a
person designated to exercise the option upon the
Optionholder’s death, but only within the period ending on
the earlier of (i) the date eighteen (18) months
following the date of death (or such longer or shorter period
specified in the Option Agreement), or (ii) the expiration of
the term of such Option as set forth in the Option Agreement. If,
after the Optionholder’s death, the Option is not exercised
within the time specified herein or in the Option Agreement (as
applicable), the Option shall terminate.
(j) Non-Exempt
Employees . No Option
granted to an Employee that is a non-exempt employee for purposes
of the Fair Labor Standards Act of 1938, as amended, shall be first
exercisable for any shares of Common Stock until at least six
months following the date of grant of the Option. The foregoing
provision is intended to operate so that any income derived by a
non-exempt employee in connection with the exercise or vesting of
an Option will be exempt from his or her regular rate of
pay.
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6.
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P
ROVISIONS
OF S TOCK A WARDS OTHER THAN O PTIONS .
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(a) Restricted Stock
Awards. Each Restricted
Stock Award Agreement shall be in such form and shall contain such
terms and conditions as the Board shall deem appropriate. To the
extent consistent with the Company’s Bylaws, at the
Board’s election, shares of Common Stock may be (x) held
in book entry form subject to the Company’s instructions
until any restrictions relating to the
8.
Restricted Stock Award lapse; or
(y) evidenced by a certificate, which certificate shall be
held in such form and manner as determined by the Board. The terms
and conditions of Restricted Stock Award Agreements may change from
time to time, and the terms and conditions of separate Restricted
Stock Award Agreements need not be identical, provided,
however , that each Restricted Stock Award Agreement shall
conform to (through incorporation of the provisions hereof by
reference in the agreement or otherwise) the substance of each of
the following provisions:
(i) Consideration.
A Restricted Stock Award may be
awarded in consideration for (A) cash, check, bank draft or
money order payable to the Company; (B) past or future
services actually or to be rendered to the Company or an Affiliate;
or (C) any other form of legal consideration that may be
acceptable to the Board in its sole discretion and permissible
under applicable law.
(ii) Vesting
. Shares of Common Stock awarded
under a Restricted Stock Award Agreement may be subject to
forfeiture to the Company in accordance with a vesting schedule to
be determined by the Board.
(iii) Termination of
Participant’s Continuous Service. In the event a Participant’s Continuous
Service terminates, the Company may receive via a forfeiture
condition or a repurchase right, any or all of the shares of Common
Stock held by the Participant which have not vested as of the date
of termination of Continuous Service under the terms of the
Restricted Stock Award Agreement.
(iv) Transferability.
Rights to acquire shares of Common
Stock under the Restricted Stock Award Agreement shall be
transferable by the Participant only upon such terms and conditions
as are set forth in the Restricted Stock Award Agreement, as the
Board shall determine in its sole discretion, so long as Common
Stock awarded under the Restricted Stock Award Agreement remains
subject to the terms of the Restricted Stock Award
Agreement.
(b) Restricted Stock Unit
Awards. Each Restricted
Stock Unit Award Agreement shall be in such form and shall contain
such terms and conditions as the Board shall deem appropriate. The
terms and conditions of Restricted Stock Unit Award Agreements may
change from time to time, and the terms and conditions of separate
Restricted Stock Unit Award Agreements need not be identical,
provided, however, that each Restricted Stock Unit Award
Agreement shall conform to (through incorporation of the provisions
hereof by reference in the agreement or otherwise) the substance of
each of the following provisions:
(i) Consideration.
At the time of grant of a Restricted
Stock Unit Award, the Board will determine the consideration, if
any, to be paid by the Participant upon delivery of each share of
Common Stock subject to the Restricted Stock Unit Award. The
consideration to be paid (if any) by the Participant for each share
of Common Stock subject to a Restricted Stock Unit Award may be
paid in any form of legal consideration that may be acceptable to
the Board in its sole discretion and permissible under applicable
law.
9.
(ii) Vesting.
At the time of the grant of a
Restricted Stock Unit Award, the Board may impose such restrictions
or conditions to the vesting of the Restricted Stock Unit Award as
it, in its sole discretion, deems appropriate.
(iii) Payment.
A Restricted Stock Unit Award may be
settled by the delivery of shares of Common Stock, their cash
equivalent, any combination thereof or in any other form of
consideration, as determined by the Board and contained in the
Restricted Stock Unit Award Agreement.
(iv) Additional
Restrictions. At the time
of the grant of a Restricted Stock Unit Award, the Board, as it
deems appropriate, may impose such restrictions or conditions that
delay the delivery of the shares of Common Stock (or their cash
equivalent) subject to a Restricted Stock Unit Award to a time
after the vesting of such Restricted Stock Unit Award.
(v) Dividend
Equivalents. Dividend
equivalents may be credited in respect of shares of Common Stock
covered by a Restricted Stock Unit Award, as determined by the
Board and contained in the Restricted Stock Unit Award Agreement.
At the sole discretion of the Board, such dividend equivalents may
be converted into additional shares of Common Stock covered by the
Restricted Stock Unit Award in such manner as determined by the
Board. Any additional shares covered by the Restricted Stock Unit
Award credited by reason of such dividend equivalents will be
subject to all the terms and conditions of the underlying
Restricted Stock Unit Award Agreement to which they
relate.
(vi) Termination of
Participant’s Continuous Service. Except as otherwise provided in the applicable
Restricted Stock Unit Award Agreement, such portion of the
Restricted Stock Unit Award that has not vested will be forfeited
upon the Participant’s termination of Continuous
Service.
(vii) Compliance with
Section 409A of the Code. Notwithstanding anything to the contrary set
forth herein, any Restricted Stock Unit Award granted under the
Plan that is not exempt from the requirements of Section 409A
of the Code shall contain such provisions so that such Restricted
Stock Unit Award will comply with the requirements of
Section 409A of the Code. Such restrictions, if any, shall be
determined by the Board and contained in the Restricted Stock Unit
Award Agreement evidencing such Restricted Stock Unit
Award.
(c) Stock Appreciation
Rights. Each Stock
Appreciation Right Agreement shall be in such form and shall
contain such terms and conditions as the Board shall deem
appropriate. Stock Appreciation Rights may be granted as
stand-alone St