Exhibit 10.9
SEMTECH
CORPORATION
2008 LONG-TERM EQUITY INCENTIVE
PLAN
RESTRICTED STOCK UNIT AWARD
CERTIFICATE
THIS AWARD
is made this [Date] (the
“Award Date” ) by Semtech Corporation, a
Delaware corporation (the “Corporation” ), to
[Name] (the “Participant” ).
R E C I T A L
S
A. The Corporation has established
the Corporation’s 2008 Long-Term Equity Incentive Plan (the
“Plan” ) in order to provide eligible persons of
the Corporation with an opportunity to acquire shares of the
Corporation’s common stock, par value $0.01 per share (the
“Common Stock” ).
B. The Plan Administrator has
determined that it would be in the best interests of the
Corporation and its stockholders to grant the restricted stock unit
award (the “Award” ) described in this Award
Certificate to the Participant as compensation, as an inducement to
remain in the service of the Corporation, and as an incentive for
increasing efforts during such service.
NOW, THEREFORE
, this Award is made on the
following terms and conditions:
1. Definitions and
Incorporation . Capitalized terms used in this Award
Certificate and not otherwise defined herein shall have the
meanings given to such terms in the Plan. The Plan is hereby
incorporated in and made a part of this Award Certificate as if
fully set forth herein.
2. Award of Stock Units .
Pursuant to the Plan, the Corporation hereby awards to the
Participant as of the date hereof an Award with respect to [
] restricted stock units (subject to adjustment in accordance with
Section 7 of the Plan) (the
“Stock Units” ), which Stock Units are
restricted and subject to forfeiture on the terms and conditions
hereinafter set forth. As used herein, the term “Stock
Unit” shall mean a non-voting unit of measurement which is
deemed solely for purposes of calculating the amount of payment
under the Plan and this Award Certificate to be equivalent to one
outstanding share of the Common Stock (subject to adjustment in
accordance with Section 7 of the Plan). The Stock Units shall
be used solely as a device for the determination of the payment to
eventually be paid to the Participant if such Stock Units vest
pursuant to Section 4 hereof. The Stock Units shall not be
treated as property or as a trust fund of any kind. The Participant
acknowledges that the Plan Administrator may use a broker or other
third party to facilitate its restricted stock unit award
recordkeeping and agrees to comply with any administrative rules
and procedures regarding restricted stock unit awards as may be in
place from time to time. The Participant acknowledges and agrees
that the Corporation may require that any Common Stock received
under the Award be deposited in a brokerage account (in the name of
the Participant) with a broker designated by the Corporation, and
the Participant agrees to take such reasonable steps as the
Corporation may require to open and maintain such an
account.
3. Rights as a Shareholder;
Dividends and Voting .
(a) Limitations on Rights
Associated with Units . The Participant shall have no rights as
a shareholder of the Corporation, no dividend rights (except as
expressly provided in Section 3(b) below with respect to
dividend equivalent rights) and no voting rights, with respect to
the Stock Units and any shares of Common Stock underlying such
Stock Units.
1
(b) Dividend Equivalent Rights
Distributions . In the event that the Corporation pays an
ordinary cash dividend on its Common Stock and the related dividend
payment record date occurs at any time after the Award Date and
before all of the Stock Units subject to the Award have either been
paid pursuant to Section 5 or terminated pursuant to
Section 4, the Corporation shall credit the Participant as of
such record date with an additional number of Stock Units equal to
(i) the per-share cash dividend paid by the Corporation on its
Common Stock with respect to such record date, multiplied by
(ii) the total number of outstanding and unpaid Stock Units
(including any dividend equivalents previously credited hereunder)
(with such total number adjusted pursuant to Section 7 of the
Plan and/or Section 9 hereof) subject to the Award as of such
record date, divided by (iii) the fair market value of a share
of Common Stock (as determined under the Plan) on such record date.
Any Stock Units credited pursuant to the foregoing provisions of
this Section 3(b) shall be subject to the same vesting,
payment and other terms, conditions and restrictions as the
original Stock Units to which they relate. No crediting of Stock
Units shall be made pursuant to this Section 3(b) with respect
to any Stock Units which, as of such record date, have either been
paid pursuant to Section 5 or terminated pursuant to
Section 4.
4. Vesting; Termination of
Employment .
(a) Vesting in General .
Subject to Sections 4(b) and (c) below, the Award shall vest
and become nonforfeitable with respect to twenty-five percent
(25%) of the total number of Stock Units (subject to
adjustment under Section 7 of the Plan) on each of the first,
second, third and fourth anniversaries of the Award Date. The
Participant has no right to pro-rated vesting with respect to the
Award if his or her services to the Corporation or one of its
Subsidiaries terminates before any applicable vesting date with
respect to the Award (regardless of the portion of the vesting
period the Participant was in service to the Corporation and/or any
of its Subsidiaries).
(b) Termination Following Change
in Control . Notwithstanding any other provision to the
contrary contained herein and subject to the provisions of
Section 7 of the Plan, in the event the Participant’s
employment is terminated by the Corporation without Cause (and not
on account of the Participant’s death or disability), or in
the event of a Constructive Termination of the Participant, in each
case within twelve (12) months following a Change in Control,
100% of the total Stock Units shall be vested on the Termination
Date (as defined in Section 4(c) below).
For purposes hereof,
“Cause” shall mean that the Participant
(i) has been negligent in the discharge of his or her duties
to the Corporation or any of its Subsidiaries, has refused to
perform stated or assigned duties or is incompetent in or (other
than by reason of disability or analogous condition) incapable of
performing those duties, (ii) has been dishonest or committed
or engaged in an act of theft, embezzlement or fraud, a breach of
confidentiality, an unauthorized disclosure or use of inside
information, customer lists, trade secrets or other confidential
information; has breached a fiduciary duty, or willfully and
materially violated any other duty, law, rule, regulation or policy
of the Corporation, any of its Subsidiaries or any affiliate of the
Corporation or any
2
of its Subsidiaries; or has been convicted of a
felony or misdemeanor (other than minor traffic violations or
similar offenses), (iii) has materially breached any of the
provisions of any agreement with the Corporation, any of its
Subsidiaries or any affiliate of the Corporation or any of its
Subsidiaries, or (iv) has engaged in unfair competition with,
or otherwise acted intentionally in a manner injurious to the
reputation, business or assets of, the Corporation, any of its
Subsidiaries or any affiliate of the Corporation or any of its
Subsidiaries; has improperly induced a vendor or customer to break
or terminate any contract with the Corporation, any of its
Subsidiaries or any affiliate of the Corporation or any of its
Sub
