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Exhibit 10.1
2004 S TOCK I NCENTIVE P LAN OF S I RF
T ECHNOLOGY
H OLDINGS , I NC .
N OTICE O F P ERFORMANCE S HARE A WARD
You have been granted a performance
share award (“Award”) representing the right to receive
shares of Common Stock of SiRF Technology Holdings, Inc. (the
“Company”) on the following terms:
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Name of
Recipient:
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[Name]
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Target
Award:
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[Number of Shares]
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Maximum
Award:
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[Number of Shares]
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Date of
Grant:
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[Date]
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Performance and Service Conditions:
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[Conditions]
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By your signature and the signature
of the Company’s representative below, you and the Company
agree that these units are granted under and governed by the terms
and conditions of the 2004 Stock Incentive Plan of SiRF Technology
Holdings, Inc., as amended from time to time (the
“Plan”) and the Performance Share Award Agreement, both
of which are attached to and made a part of this
document.
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R
ECIPIENT
:
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S
I RF T ECHNOLOGY H OLDINGS , INC .
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By:
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Title:
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[Name]
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2004 S TOCK I NCENTIVE P LAN OF S I RF
T ECHNOLOGY
H OLDINGS , I NC .
P ERFORMANCE S HARE A WARD A GREEMENT
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Payment for
Award
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No payment is
required for the Award.
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Determination and Settlement of Earned
Award
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The
Compensation Committee of the Board of Directors of the Company
shall certify, as soon as practicable following the completion of
the audited financial statements for the Performance Period,
whether and to what extend the Performance Goals have been
achieved. Subject to the section entitled “Termination of
Employment,” the Compensation Committee shall direct the
Company to issue to you the corresponding number of shares of
Common Stock constituting the Earned Award no later than 2-1/2
months after the end of the Performance Period.
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Termination
of Employment
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If your Service as an Employee terminates during
the Performance Period for any reason other than death or Total and
Permanent Disability, the Award will terminate and you will forfeit
any right to receive any shares of Common Stock or other
consideration for the Award.
If your Service as an Employee terminates as a
result of death or Total and Permanent Disability during the
Performance Period, you or your beneficiary (or estate) will
receive a pro rated portion of the Earned Award equal to (i) the
Earned Award multiplied by the number of full or partial months of
the Performance Period that has elapsed upon your termination of
Service, divided by (ii) 24. Such shares will be delivered in
accordance with the section entitled “Determination and
Settlement of Earned Award.”
The Company determines when your
Service terminates for purposes of this Award.
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Change in
Control
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Notwithstanding anything herein to the contrary,
if a Change in Control occurs during the Performance Period, this
Award will terminate and you will receive no payment for your Award
except as follows:
(a) If your Service as an Employee continues
through such Change in Control, you will receive a pro rated
portion of the Target Award equal to (i) the Target Award
multiplied by the number of full or partial months of the
Performance Period that have elapsed upon the Change in Control,
divided by (ii) 24.
(b) If your Service has terminated
as a result of death or Total and Permanent Disability prior to
such Change in Control, you or your beneficiary (or estate) will
receive a pro rated portion of the Target
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-1-
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Award equal to (i) the Target Award multiplied
by the number of full or partial months of the Performance Period
that have elapsed upon your termination of Service, divided by (ii)
24.
Such shares will be delivered as
soon as practicable following the Change in Control, but in no
event later than 2-1/2 months after the end of the calendar year in
which the Change in Control occurs.
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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
a
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