EXHIBIT 10.JJ
Skyworks Solutions, Inc.
Performance Share Agreement
Granted Under 2005 Long-Term Incentive Plan
1. Grant of Award
.
This Agreement evidences the grant by
Skyworks Solutions, Inc., a Delaware corporation
(“Skyworks” or the “Company”) on [DATE]
(the “Grant Date”) to [NAME] (the
“Participant”) of up to [# of SHARES] performance
shares of the Company. Each performance share represents the right
to receive one share of the common stock, $0.25 par value per
share, of the Company (“Common Stock”) upon, and to the
extent of, the achievement of the performance targets, as provided
in this Agreement. The shares of Common Stock that are issuable
upon, and to the extent, of the achievement of the performance
targets are referred to in this Agreement as “Shares.”
No Shares shall be issued by the Company and delivered to the
Participant unless, and until, all conditions set forth herein for
such issuance and delivery are met, including but not limited to
the achievement of an applicable performance target.
2. Vesting; Forfeiture
.
(a) The
Participant’s right to receive the Shares shall vest if, and
to the extent, the performance targets described in Exhibit A
to this award (the “Targets”) are satisfied before the
date set forth in Exhibit A (the “Termination
Date”). If none of the Targets are met before the Termination
Date, the Company shall have no obligation to issue any Shares and
this award shall be forfeited.
(b) In
the event that the Participant’s employment with the Company
terminates for any reason before the Termination Date, the Company
shall have no obligation to issue any Shares and this award shall
be forfeited.
3. Distribution of
Shares .
(a) The
Company will distribute to the Participant (or to the
Participant’s estate, in the event that his or her death
occurs after the Participant’s right to receive the Shares
vests but before distribution of the corresponding Shares), as soon
as administratively practicable after the Participant’s right
to receive the Shares vests, the Shares of Common Stock represented
by the performance shares. In no event shall the issuance and
distribution of the Shares be made later than March 15 of the
calendar year following the calendar year in which the
Participant’s right to receive the Shares vests.
(b) The
Company shall not be obligated to issue and deliver the Shares to
the Participant upon the vesting of the Participant’s right
to receive the Shares unless the issuance and delivery of the
Shares shall comply with all relevant provisions of law and other
legal requirements including, without limitation, any applicable
federal or state securities laws and the requirements of any stock
exchange upon which shares of Common Stock may then be
listed.
4. Restrictions on
Transfer .
The Participant shall not sell,
assign, transfer, pledge, hypothecate or otherwise dispose of, by
operation of law or otherwise, any performance shares, or any
interest therein, except by will or the laws of descent and
distribution. The provisions of this Section 4 shall not apply
to any of the Shares.
5. Provisions of the Plan;
Dividend and Other Shareholder Rights.
This Agreement is subject to the
provisions of the Plan, a copy of which is furnished to the
Participant with this Agreement. Except as set forth in the Plan,
neither the Participant nor any person claiming under or through
the Participant shall be, or have any rights or privileges of, a
stockholder of the Company in respect of the Shares issuable
pursuant to the performance shares granted hereunder until the
Shares have been issued by the Company and delivered to the
Participant.
6. Reorganization Event;
Change in Control Event .
In the event of a Reorganization
Event (as defined in the Plan) that is not also a Change of Control
(as defined below), the terms of the Plan shall govern the
treatment of this award. In the event of a Change of Control (as
defined below), this award shall be deemed earned, and Shares
vested, as to the greater of (a) the “target”
level of Shares described in Exhibit A to this award or
(b) the number of Shares that would have been earned pursuant
to the terms of this award as of the day immediately prior to the
date of such Change of Control, and such shares shall be issued by
the Company immediately prior to such Change of Control
transaction. For purposes of this award agreement, the term
“Change of Control” shall mean an event or occurrence
set forth in any one or more of subsections (a) through
(d) below (including an event or occurrence that constitutes a
Change of Control under one of such subsections but is specifically
exempted from another such subsection):
(a) the acquisition by an
individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) (a
“Person”) of beneficial ownership of any capital stock
of Skyworks if, after such acquisition, such Person beneficially
owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) 40% or more of either (x) the then-outstanding
shares of common stock of Skyworks (the “Outstanding Company
Common Stock”) or (y) the combined voting power of the
then-outstanding securities of Skyworks entitled to vote generally
in the election of directors (the “Outstanding Company Voting
Securities”); provided , however, that for purposes of
this subsection (a), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly
from Skyworks (excluding an acquisition pursuant to the exercise,
conversion or e
