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RSU Agreement
Executive Retention Bonus
US Employees
CAMBRIDGE DISPLAY TECHNOLOGY, INC.
RESTRICTED UNITS AGREEMENT
(FOR US EMPLOYEES)
THIS AGREEMENT is made on January 29, 2007
BETWEEN:-
(1) CAMBRIDGE DISPLAY TECHNOLOGY, INC, a Delaware corporation
(the "Company") and
(2) [INSERT NAME] (the "Employee")
IT IS AGREED as follows:-
1. DEFINITIONS
AND INTERPRETATION
1.1 The words and
expressions set out below have the meanings specified against
them:
"the Award" the
award of Restricted Units granted to the Employee under the terms
of this Agreement and in accordance with Article V of the Plan as
set out in Schedule 1;
"the Board" the
Board of Directors of the Company from time to time;
"Change in
Control" as
defined in the Plan;
"the Code" the
US.Internal Revenue Code of 1986, as amended;
"the
Committee" the
Compensation Committee of the Board from time to time or, following
a Change in Control, those persons who comprised the Compensation
Committee of the Board immediately prior to such Change in
Control;
"the Date of
Grant" the date on
which the Award was granted, as set out in Schedule 1 to this
Agreement;
"Dividend
Equivalents" as
defined in the Plan;
"the
Employer" such
member of the Group that is the Employee's employer, or if he has
ceased to hold an office or employment within the Group, was his
employer or such other member of the Group, and is obliged to
account or would suffer a disadvantage should it not account for
any Tax Liability;
"Fair Market
Value" the Fair
Market Value (as defined in the Plan) of the Shares with respect to
which the Award has Vested calculated on the Vesting Date;
"Group" the
Company (and any successor thereto) and any company which is for
the time being a Subsidiary of the Company (as defined in the
Plan);
"the Liquidity
Date" the date or
dates on or after which the Shares acquired on Vesting of the Award
may be sold by the Employee without restriction, as set out in
Schedule 1 to this Agreement;
"Nominated
Broker" a broker
nominated by the Committee from time to time and notified as such
to the Employee for the purposes of clause 7 of this Agreement;
"Period of
Restriction" means
the period of time between the Date of Grant and the Vesting Date
as set out in Schedule 1 to this Agreement;
"Plan" the
Cambridge Display Technology, Inc. 2004 Stock Incentive Plan,
"Restricted
Units"
a forfeitable right
to receive the Shares;
"Shares"
the
number of shares of class A common stock of the Company (with a par
value of $0.01 per share) set out in Schedule 1 to this
Agreement;
"the Stock Acquisition
Date" the date or
dates on which the Shares will be issued following Vesting of the
Award as set out in Schedule 1 to this Agreement;
"Tax
Liability" any
liability of the Employer to comply with federal, state, local or
foreign withholding tax and income reporting requirements which may
arise with respect to the Award (whether pursuant to its grant or
Vesting, the acquisition or holding of the Shares or
otherwise);
"US" United
States;
"Vesting" the
date on which the Period of Restriction ends (the "Vesting Date")
as set out in Schedule 1 to this Agreement (and "Vest" and "Vested"
shall be construed accordingly).
1.2 Words and
phrases not otherwise defined in this Agreement shall have the
meanings given to them in the Plan.
1.3 References in
this Agreement to a statute or a statutory provision shall include
any modification, re-enactment or extension thereof.
2. GRANT OF
AWARD
2.1 Subject to
the terms and conditions of this Agreement and of the Plan, the
Committee hereby grants to the Employee the Award in consideration
of the Employee's continuing duties and obligations to the Company
from the Date of Grant.
2.2 The Award is
personal to the Employee and may not be transferred, assigned,
mortgaged, charged or otherwise disposed of and shall immediately
become void and of no effect in the event of the bankruptcy of the
Employee.
2.3 The grant of
the Award shall be conditional upon the Employee duly executing and
returning to the Company a copy of this Agreement, together with
any further documentation specified in Schedule 1.
3. VESTING OF THE
AWARD
3.1 Subject to
clauses 5 and 6 below, the Employee's Award shall Vest fully on the
Vesting Date.
3.2 Upon Vesting
of the Award the Employee will become entitled to receive the
Shares with respect to which the Award has Vested on the Stock
Acquisition Date and the Company shall arrange for such Shares to
be delivered to the Employee within 30 days of the Stock
Acquisition Date (subject to clause 8 below).
4. DIVIDEND
EQUIVALENTS
Dividend Equivalents will not be paid to the Employee with
respect to the Award nor does the Employee have any right to
receive such Dividend Equivalents or any other payments in
connection with the payment of dividends on the Company's shares
prior to the Stock Acquisition Date.
5. TERMINATION OF
EMPLOYMENT
5.1 Except as may
be specified in Schedule 1 or as otherwise determined by the
Committee (in its absolute discretion), the Award shall be
forfeited and cancelled upon the Employee ceasing to hold an office
or employment with the Group at any time during the Period of
Restriction. In such circumstances the Award shall lapse in its
entirety on the date of such cessation or, if earlier, the date on
which notice of such cessation is given by either party.
5.2 If the
Employee ceases to hold an office or employment with the Group at
any time following the Period of Restriction (i.e. on or after the
Vesting Date) then the Award will continue to be governed by terms
of this Agreement.
5.3 For the
purposes of this clause 5, the Employee shall not be treated as
ceasing to hold an office or employment within the Group unless and
until he no longer holds any office or employment with any member
of the Group.
6. CHANGE OF
CONTROL
6.1 Subject to
Section 9.2 of Article IX of the Plan, if a Change in Control
occurs at any time during the Period of Restriction, the Award
shall Vest fully immed
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