SIGMA DESIGNS,
INC.
2009 STOCK INCENTIVE
PLAN
NOTICE OF RESTRICTED STOCK
AWARD
You have been granted the following Restricted
Shares of Common Stock of SIGMA DESIGNS, INC. (the
“Company”) under the Company’s 2009 Stock
Incentive Plan (the “Plan”):
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Date of
Grant:
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[Date of
Grant]
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Name of
Recipient:
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[Name of
Recipient]
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Total Number
of Shares
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Granted:
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[Total
Shares]
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Fair Market
Value per Share:
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$[Value Per
Share]
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Total Fair
Market Value
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Of
Award:
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$[Total
Value]
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Vesting
Commencement Date:
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[Vest
Day]
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Vesting
Schedule:
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[Vesting
Schedule]
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By your signature and the signature of the
Company’s representative below, you and the Company agree
that these Restricted Shares are granted under and governed by the
term and conditions of the Plan and the Restricted Stock Agreement
(the “Agreement”), both of which are attached to and
made a part of this document.
By signing this document you further agree that
the Company may deliver by e-mail all documents relating to the
Plan or this Award (including without limitation, prospectuses
required by the Securities and Exchange Commission) and all other
documents that the Company is required to deliver to its security
holders (including without limitation, annual reports and proxy
statements). You also agree that the Company may deliver
these documents by posting them on a website maintained by the
Company or by a third party under contract with the
Company. If the Company posts these documents on a
website, it will notify you by e-mail.
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[NAME OF
RECIPIENT]
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SIGMA
DESIGNS, INC.
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__________________________________________
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By:_______________________________________________
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Title:______________________________________________
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SIGMA DESIGNS, INC.
NOTICE OF RESTRICTED STOCK AWARD
SIGMA DESIGNS,
INC.
2009 STOCK INCENTIVE
PLAN
RESTRICTED STOCK
AGREEMENT
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Payment For
Shares
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No cash payment
is required for the Shares you receive. You are
receiving the Shares in consideration for Services rendered by
you.
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Vesting
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The Shares that
you are receiving will vest in installments, as shown in the Notice
of Restricted Stock Award.
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No additional
Shares vest after your Service as an Employee or a Consultant has
terminated for any reason.
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Shares
Restricted
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Unvested Shares
will be considered “Restricted Shares.” You
may not sell, transfer, assign, pledge or otherwise dispose of
Restricted Shares; provided, however, that the Committee may, in
its sole discretion allow you to transfer Restricted Shares to your
spouse, children or grandchildren or to a trust established by you
for the benefit of yourself or your spouse, children or
grandchildren. A transferee of Restricted Shares must
agree in writing on a form prescribed by the Company to be bound by
all provision of this Agreement.
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Forfeiture
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If your Service
terminates for any reason, then your Shares will be forfeited to
the extent that they have not vested before the termination date
and do not vest as a result of termination. This means
that the Restricted Shares will immediately revert to the
Company. You receive no payment for Restricted Shares
that are forfeited. The Company determines when your
Service terminates for this purpose and all purposes under the Plan
and its determinations are conclusive and binding on all
persons.
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Leaves Of
Absence
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For purposes of
this Award, your Service does not terminate when you go on a
military leave, a sick leave or another bona fide leave of
absence, if the leave was approved by the Company in
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