Exhibit 10.2
MONOLITHIC POWER SYSTEMS,
INC.
2004 EQUITY INCENTIVE
PLAN
PERFORMANCE UNIT
AGREEMENT
Unless otherwise defined herein, the
terms defined in the 2004 Equity Incentive Plan (the
“Plan”) shall have the same defined meanings in this
Performance Unit Agreement (the
“Agreement”).
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I.
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NOTICE OF
PERFORMANCE UNIT GRANT
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Name: Maurice
Sciammas
Address: 983 University Ave.,
Bldg. A, Los Gatos, CA 95032
You have been granted the right to
receive Performance Units, subject to the terms and conditions of
the Plan and this Agreement as follows:
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Grant
Number
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U0000659
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Date of
Grant
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October 26,
2006
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Vesting
Commencement Date
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October 26,
2006
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Total Number of
Performance Units/ Shares
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25,000
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Vesting Schedule
:
Fifty percent (50%) of the
Performance Units shall vest on the first anniversary of the
Vesting Commencement Date, and 50% of the Performance Units shall
vest on the second anniversary of the Vesting Commencement Date
(and if there is no corresponding date, the last day of the month),
subject to Participant continuing to be a Service Provider through
such dates.
Termination Period
:
In the event Participant ceases to
be a Service Provider for any or no reason (including death or
Disability) before Participant vests in the Performance Units, the
unvested Performance Units and the Participant’s right to
acquire any Shares hereunder shall immediately
terminate.
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II.
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TERMS AND
CONDITIONS OF PERFORMANCE UNITS
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1. Grant . The Company hereby
grants to the Participant under the Plan an Award of Performance
Units, subject to all of the terms and conditions in this Agreement
and the Plan.
2. Company’s Obligation to
Pay . Each Performance Unit represents the right to receive a
Share on the date it vests. Unless and until the Performance Units
shall have vested in the manner set forth in Section 3, the
Participant shall have no right to payment of any such Performance
Units. Prior to actual payment of any Performance Units, such
Performance Units shall represent an unsecured obligation of the
Company, payable (if at all) only from the general assets of the
Company.
3. Vesting Schedule . Subject
to Section 4, the Performance Units awarded by this Agreement
shall vest in the Participant according to the vesting schedule set
forth in the Notice of Performance Unit Grant, subject to the
Participant continuing to be a Service Provider through each
applicable vesting date. Notwithstanding the foregoing, the
Administrator, in its sole discretion, may reduce or waive any
performance objectives or other vesting provisions for such
Performance Units.
4. Forfeiture upon Termination as
Service Provider . Notwithstanding any contrary provision of
this Agreement, if the Participant ceases to be a Service Provider
for any or no reason, the then-unvested Performance Units awarded
by this Agreement shall thereupon be forfeited at no cost to the
Company and the Participant shall have no further rights
thereunder.
5. Payment after Vesting .
Any Performance Units that vest in accordance with Section 3
will be paid to the Participant (or in the event of the
Participant’s death, to his or her estate) in whole Shares,
provided that to the extent determined appropriate by the Company,
any federal, state and local withholding taxes with respect to such
Performance Units will be paid by reducing the number of Shares
actually paid to the Participant.
6. Payments after Death . Any
distribution or delivery to be made to the Participant under this
Agreement shall, if the Participant is then deceased, be made to
the Participant’s designated beneficiary, or if no
beneficiary survives the Participant, the administrator or executor
of Participant’s estate. Any such transferee must furnish the
Company with (a) written notice of his or her status as
transferee, and (b) evidence satisfactory to the Company to
establish the validity of the transfer and compliance with any laws
or regulations pertaining to said transfer.
7. Withholding of Taxes .
Notwithstanding any contrary provision of this Agreement, no
certificate representing the Shares will be issued to the
Participant, unless and until satisfactory arrangements (as
determined by the Administrator) will have been made by the
Participant with respect to the payment of income, employment and
other taxes which the Company determines must be withheld with
respect to such Shares so issuable. The Administrator, in its sole
discretion and pursuant to such procedures as it may specify from
time to time, may permit the Participant to satisfy such tax
withholding obligation, in whole or in part by one or more of the
following (without limitation): (a) paying cash,
(b) electing to have the Company withhold otherwise
deliverable Shares having a Fair Market Value equal to the minimum
amount required to be withheld, (c) delivering to the Company
already vested and owned Shares having a Fair Market Value equal to
the amount required to be withheld, or (d) selling a
sufficient number of such Shares otherwise deliverable to
Participant through such means as the Company may determine in its
sole discretion (whether through a broker or otherwise) equal to
the amount required to be withheld. To the extent determined
appropriate by the Company in its discretion, it will have the
right (but not the obligation) to satisfy any tax withholding
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