Exhibit 10.3
Avid Technology, Inc.
Restricted Stock Agreement
This Restricted Stock Agreement (the
“Agreement”) is entered into as of December 19, 2007
(the “Grant Date”), by and between Avid Technology,
Inc., a Delaware corporation (the “Company”), with its
principal executive offices at Avid Technology Park, One Park West,
Tewksbury, MA 01876, and Gary G. Greenfield (the
“Recipient”), an individual residing at 9800 Bent Cross
Drive, Potomac, MD 20854.
As used herein, except as otherwise indicated by the
context, the term “Recipient” shall be deemed to
include any person who acquires the rights to the Shares (as
defined below) validly under the terms of this Agreement and the
term “Company” shall include any of the Company’s
present or future parent or subsidiary corporations as defined in
Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder (the
“Code”).
1.
Purchase of Shares .
The Company shall issue and sell to the Recipient, and the
Recipient shall purchase from the Company, subject to the terms and
conditions set forth herein, 100,000 shares (the
“Shares”) of common stock, $0.01 par value per share, of the Company (“Common
Stock”) at a purchase price of $0.01 per Share. The aggregate
purchase price for the Shares shall be paid by the Recipient by
check payable to the order of the Company or such other method as
may be acceptable to the Company. The Company shall record on its
books the issuance to the Recipient of that number of Shares
purchased by the Recipient. The Recipient agrees that the Shares
shall be subject to the Purchase Option set forth in Section 3
and the restrictions on transfer set forth in
Section 5.
2.
Conditions on Delivery of Stock
. The Company will not be obligated to deliver any
Shares pursuant to this Agreement or to remove restrictions from
Shares previously delivered until (i) all conditions of the
Agreement have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company’s counsel, all
other legal matters in connection with the issuance and delivery of
such Shares have been satisfied, including any applicable
securities laws and any applicable stock exchange or stock market
rules and regulations, and (iii) the Recipient has executed and
delivered to the Company such representations or agreements as the
Company may consider appropriate to satisfy the requirements of any
applicable laws, rules or regulations.
(a)
The Shares shall vest as follows: 25% on January 1,
2009 and in equal 6.25% increments every three months thereafter
commencing on March 19, 2009 until fully vested on December 19,
2011, as long as Executive is employed by the Company on each such
vesting date (each a “Vesting Date”). Except as
provided in Section 3(c) and Section 3(d), in the event
that
the Recipient ceases to be employed by the Company
(as an employee or officer of, or an advisor or consultant to, the
Company) for any reason or no reason, with or without cause, prior
to December 19, 2011 (the “Final Vesting Date”),
vesting shall cease and the Company shall have the right and option
(the “Purchase Option”) to purchase from the Recipient,
at a price of $0.01 per Share (the “Option Price”),
some or all of the Shares that are not then vested
Shares.
(b)
Notwithstanding any other provision herein, the
Board of Directors of the Company (the “Board”) may, in
its discretion, at any time waive its right to repurchase Shares or
remove or modify any part or all of the restrictions applicable to
the Shares, provided that the Board may only exercise such rights
in extraordinary circumstances, which shall include, without
limitation, death or disability of the Recipient; estate planning
needs of the Recipient; a merger, consolidation, sale,
reorganization, recapitalization or change in control of the
Company; or any other nonrecurring significant event affecting the
Company or the Recipient.
(c)
In the event that the Recipient’s employment
with the Company is terminated by reason of death or disability (as
defined in Section 22(e)(3) of the Code), the Recipient’s
Shares shall vest with respect to an additional number of Shares
that would have vested during the one-year period following the
termination of the Recipient’s employment with the
Company.
(d)
Notwithstanding anything to the contrary in this
Section 3 or in Section 10, if the Recipient’s employment
with the Company is terminated, then the Shares shall be subject to
any applicable, superseding vesting terms as set forth in the
Executive Employment Agreement, dated December 18, 2007, between
the Recipient and the Company, or any successor agreement thereto
(the “Employment Agreement”), to the extent such
Employment Agreement is then effective.
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4.
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Exercise of Purchase Option and
Closing .
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(a)
The Company may exercise the Purchase Option by
delivering or mailing to the Recipient (or his estate), within 90
days after the termination of the employment of the Recipient with
the Company, a written notice of exercise of the Purchase Option.
Such notice shall specify the number of Shares to be purchased. If
and to the extent the Purchase Option is not so exercised by the
giving of such a notice within such 90-day period, the Purchase
Option shall automatically expire and terminate effective upon the
expiration of such 90-day period.
(b)
Within 10 days after delivery to the Recipient of
the Company’s notice of the exercise of the Purchase Option
pursuant to Section 4(a), the Company shall cause to be transferred
to the Company on its books that number of Shares which the Company
has elected to purchase in accordance with the terms herein. In the
event a certificate or certificates representing the Shares have
been issued to the Recipient, the Recipient (or his estate) shall
tender to the Company at its principal offices the certificate or
certificates representing the Shares that the Company has elected
to purchase in accordance with the terms herein, duly endorsed in
blank or with duly endorsed stock powers attached thereto, all in
form suitable for the transfer of such Shares to the Company. Upon
such transfer, the Company shall deliver or mail to the Recipient a
check in the amount of the aggregate Option Price for such
Shares
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(provided that any delay in making such payment
shall not invalidate the Company’s exercise of the Purchase
Option with respect to such Shares).
(c)
After the time at which any Shares are transferred
to the Company pursuant to Section 4(b) above, the Company shall
not pay any dividend to the Recipient on account of such Shares or
permit the Recipient to exercise any of the privileges or rights of
a stockholder with respect to
