Exhibit 10.3
CPI
INTERNATIONAL, INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Senior Executives)
THIS RESTRICTED
STOCK UNIT AWARD AGREEMENT (the “ Agreement ”)
is made and entered into as of the date of grant set forth on
Exhibit A hereto by and between CPI
International, Inc., a Delaware corporation (the “
Company ”), and the individual (the “
Grantee ”) set forth on Exhibit A
.
A.
The Grantee is an employee or consultant of the Company or a
Subsidiary, and the Company has determined that it is appropriate,
desirable and in the best interests of the Company to issue
Restricted Stock Units (as defined below) to the
Grantee.
B.
Accordingly, pursuant to the CPI International, Inc. 2006
Equity and Performance Incentive Plan (the “ Plan
”), the Company is hereby issuing to the Grantee the number
of Restricted Stock Units as set forth on Exhibit A
hereto, and in all respects subject to the terms, definitions and
provisions of the Plan, which is incorporated herein by
reference.
C.
Unless otherwise defined herein, capitalized terms used in this
Agreement shall have the meanings set forth in the Plan.
NOW, THEREFORE, in
consideration of the mutual agreements contained herein, the
Grantee and the Company hereby agree as follows:
1.
Restricted Stock
Units .
1.1
Issuance of Restricted Stock Units . In consideration
of the Grantee’s service as an employee or consultant of the
Company or a Subsidiary, the Company is hereby issuing to the
Grantee the Restricted Stock Units. Each “
Restricted Stock Unit ” represents the contingent
right to receive in the future one share of common stock of the
Company, $.01 par value (“ Common Stock ”), and
is subject to the conditions and restrictions on transferability
set forth below and in the Plan. The Restricted Stock Units will be
credited to the Grantee in an unfunded bookkeeping account
established for the Grantee and will not be represented by
certificates.
1.2
Restrictions on Transfer of Restricted Stock Units .
The Restricted Stock Units may not be sold, assigned,
transferred, conveyed, pledged, exchanged or otherwise encumbered
or disposed of (each, a “ Transfer ”) by the
Grantee, except to the Company. Any purported Transfer in
violation of the provisions of this Section 1.2 shall
be void AB INITIO, and the other party to any such purported
transaction shall not obtain any rights to or interest in the
Restricted Stock Units. In addition, the Grantee may not
Transfer Common Stock received upon the vesting of Restricted Stock
Units unless such shares of Common Stock are registered pursuant to
the Securities Act of 1933 (the “ Securities Act
”) or are transferred under Rule 144 promulgated under
the Securities Act or unless the Company and its counsel agree with
the Grantee that such Transfer is not required to be registered
under the Securities Act.
1.3
Vesting; Forfeiture of Restricted Stock Units . Upon
vesting of a Restricted Stock Unit, such Restricted Stock Unit will
be converted into one share of Common Stock, and the Grantee will
be issued one share of Common Stock for each such Restricted Stock
Unit that has vested, which shares of Common Stock shall be free of
any restrictions other than those imposed pursuant to applicable
securities laws. Subject to the provisions of the Plan and
the other provisions of this Agreement, the Restricted Stock Units
shall vest in accordance with the schedule set forth on
Exhibit A . Notwithstanding the foregoing,
(a) in the event of termination of the Grantee’s
employment by the Company (or a Subsidiary, as applicable) for
Cause or the termination of the Grantee’s Continuous Status
as an Employee, Director or Consultant by the Grantee for any
reason other than death, Disability or Good Reason (as defined in
the Grantee’s employment agreement), the Restricted Stock
Units shall immediately cease vesting as of the date of
termination, and (b) in the event of termination of the
Grantee’s Continuous Status as an Employee, Director or
Consultant by the Company (or a Subsidiary, as applicable) without
Cause, as a result of death or Disability, or by the Grantee for
Good Reason, the Restricted Stock Units shall become fully vested
as of the date of termination. Any Restricted Stock Units
that are not vested on the date of termination shall be forfeited
by the Grantee and shall be cancelled.
In
addition, if, in connection with a merger, consolidation,
reorganization, recapitalization or similar transaction in which
the Company is not the surviving entity, either (i) all
obligations under this Agreement are not fully assumed by the
surviving or resulting entity, or (ii) the Company fails to
adjust the cash or property receivable upon vesting of the
Restricted Stock Units such that such cash or property has a fair
market value equal to the Fair Market Value of the Common Stock
underlying the non-vested portion of the Restricted Stock Units,
then the Restricted Stock Units shall become fully vested prior to
the effectiveness of such transaction.
1.4
Tax Withholding Obligations . If the Company shall be
required to withhold any federal, provincial, state, local or
foreign tax in connection with any issuance or vesting of
Restricted Stock Units or the issuance of Common Stock or other
securities or property pursuant to this Agreement, and the amounts
available to the Company for such withholding are insufficient,
then the Grantee shall pay the tax or make provisions that are
satisfactory to the Company for the payment thereof. Provided
the approval of the Committee is obtained, the Grantee may elect to
satisfy all or any part of any such withholding obligation by
surrendering to the Company a portion of the Common Stock issued
upon the vesting of Restricted Stock Units hereunder, and the
Common Stock so surrendered by the Grantee shall be credited
against any such withholding obligation based on the then Fair
Market Value per share of such Common Stock on the date of such
surrender.
2.
Rights as a
Stockholder . The Grantee will have no rights as a
stockholder with regard to any Restricted Stock Unit until it vests
and converts into a share of Common Stock. However, in the
event that the Company pays a cash dividend with respect to its
Common Stock, the Company will pay to the Grantee a cash amount
equal to the per-share cash dividend multiplied by the number of
unvested Restricted Stock Units held by the Grantee, at the same
time as dividends are paid on the Company’s outstanding
shares of Common Stock.
2
3.
Adjustments
. In the event of
any merger, reorganization, consolidation, recapitalization, stock
dividend, stock split, reverse stock split, spin-off, distribution
with respect to the Common Stock (other than a cash dividend) or a
similar transaction or other change in corporate structure
affecting the Common Stock, the Company shall make equitable and
proportionate adjustments to the number of Restricted Stock Units
as well as the type of securities or property to be delivered upon
vesting thereof. All such adjustments and substitutions shall
be made by
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