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EXHIBIT 10.11
Opnext, Inc.
Restricted Stock Agreement
THIS AGREEMENT (the "Agreement"), is made effective as of the __
day of
__, 20__ (hereinafter called the "Date of Grant"), between Opnext,
Inc., a
Delaware corporation (hereinafter called the "Company"), and
_____________
(hereinafter called the "Participant"):
R E C I T A L S:
WHEREAS, the Company has adopted the Opnext, Inc. 2001 Long-Term
Stock
Incentive Plan (the "Plan"), which Plan is incorporated herein by
reference and
made a part of this Agreement. Capitalized terms not otherwise
defined herein
shall have the same meanings as in the Plan; and
WHEREAS, the Committee has determined that it would be in the
best
interests of the Company and its stockholders to grant the shares
of restricted
stock provided for herein (the "Restricted Stock") to the
Participant pursuant
to the Plan and the terms set forth herein.
NOW THEREFORE, in consideration of the mutual covenants hereinafter
set
forth, the parties agree as follows:
1. Grant of the Restricted Stock. The Company hereby grants to
the
Participant, on the terms and conditions hereinafter set forth,
________ shares
of Restricted Stock, subject to adjustment as set forth in the
Plan. The
Restricted Stock award shall expire and be canceled without
consideration if not
vested (as provided in Section 2(a)) on or before the tenth
anniversary of the
Date of Grant.
2. Vesting.
(a) Subject to Section 1 and to the Participant's continued
employment with the Company, the Restricted Stock shall vest
one-half on the
first anniversary of the Company's Initial Public Offering (as
defined below)
and one-half shall vest on the second anniversary of the Company's
Initial
Public Offering. If the Participant's employment with the Company
is terminated
for any reason prior to the time it becomes vested, the Restricted
Stock shall
be canceled by the Company without consideration.
(b) For purposes of this Agreement, "Initial Public Offering"
shall
mean the closing of the first sale of Shares in an underwritten
public offering
registered under the Securities Act of 1933, and the rules and
regulations
promulgated thereunder, as amended. (1)
3. Rights as a Stockholder. The Participant shall be the record
owner of
the Restricted Stock unless or until such Restricted Stock is
canceled or
forfeited pursuant to Section 1, Section 2(a) or Section 4(b)
hereof. Dividends
paid on Shares of Restricted Stock shall be
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(1)
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2
withheld by the Company, subject to the vesting of the Restricted
Stock in
accordance with Section 2.
4. Receipt of Shares.
(a) Certificates issued in respect of the Restricted Stock shall
be
registered in the Participant's name and deposited by such
Participant, together
with a stock power endorsed in blank, with the Company; provided
that no
Restricted Stock shall be issued if the Participant does not
provide the Company
with a stock power endorsed in blank. As soon as reasonably
practicable after
the vesting of the Restricted Stock in accordance with Section 2,
the Company
shall deliver such certificates to the Participant or his or her
legal
representative, as applicable. However, the Company shall not be
liable to the
Participant for damages relating to any delays in issuing or
delivering the
certificates to him, any loss of the certificates, or any mistakes
or errors in
the issuance of the certificates or in the certificates themselves.
Any heir or
legatee of the Participant shall take rights herein granted subject
to the terms
and conditions hereof.
(b) Shares payable upon the vesting of Restricted Stock may not
be
delivered pursuant to Section 4(a) if the Company in its sole
discretion
determines that the Participant has, at any time during the term of
e
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