VIASAT, INC.
1996 EQUITY PARTICIPATION PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
INDEPENDENT DIRECTOR VERSION
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Grant:
__________ Restricted
Stock Units
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Name:
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Signature:
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1. Grant
. Effective on the Grant Date, you have been granted the number of
shares indicated above of Restricted Stock Units (the
“RSU”), providing you the entitlement to receive Common
Stock of ViaSat, Inc., a Delaware corporation (the
“Company”), as the RSU vests, in accordance with the
provisions of this Agreement and the provisions of the 1996 Equity
Participation Plan of ViaSat, Inc. (as amended from time to time,
the “Plan”).
2.
Forfeiture Upon Termination . Until vested, the RSU shall be
subject to forfeiture in the event of your Termination of
Directorship for any reason, whether such termination is occasioned
by you, by the Company or any of its Subsidiaries, with or without
cause or by mutual agreement.
3.
Transferability . Until vested, the RSU or any right or
interest therein is not transferable except by will or the laws of
descent and distribution. Until Common Stock is issued upon
settlement of the RSU, you will not be deemed for any purpose to
be, or have rights as, a Company shareholder by virtue of this
award. You are not entitled to vote any shares of Common Stock by
virtue of this award.
4.
Vesting . The RSU will vest and no longer be subject to the
restrictions of and forfeiture under this Agreement on
__________ . Notwithstanding the foregoing, the RSU shall be
fully vested upon your Termination of Directorship by reason of
death or permanent disability. “Permanent disability”
means that you are unable to perform your duties by reason of any
medically determined physical or mental impairment which can be
expected to result in death or which has lasted or is expected to
last for a continuous period of at least 12 months, as
reasonably determined by the Board, in its discretion.
5. Payment
After Vesting . Upon vesting in the RSU, you will be issued
shares of Common Stock equal to the number of vested shares, in
settlement of the RSU (subject to the withholding requirements
described in paragraph 6 below, as applicable).
6.
Withholding . The Company has the authority to deduct or
withhold, or require you to remit to the Company, an amount
sufficient to satisfy applicable Federal, state, local and foreign
taxes (including any FICA obligation) required by law to be
withheld with respect to any taxable event arising from the receipt
of the shares of Common Stock upon settleme
