|
EXHIBIT 10.30
Form of Restricted Stock
Agreement
for Officers with Performance
Vesting
VARIAN SEMICONDUCTOR EQUIPMENT
ASSOCIATES, INC.
Restricted Stock
Agreement
Granted Under 2006 Stock Incentive
Plan
This agreement evidences the grant by Varian
Semiconductor Equipment Associates, Inc., a Delaware corporation
(the "Company") on
[ ],
200[ ] (the "Grant Date") to
(the "Participant")
[ ]
shares (the "Shares") of common stock, par value $0.01 per share,
of the Company (the "Common Stock"), as "Restricted Stock" under
the Company’s 2006 Stock Incentive Plan (the "Plan"). The
vesting schedule is set forth in Section 2 of Appendix A
attached hereto.
Your online acceptance indicates your agreement
and understanding that this grant is subject to all the terms and
conditions contained in Appendix A and the Plan. PLEASE BE SURE TO
READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND
CONDITIONS OF THIS AGREEMENT.
| |
|
|
|
|
|
-
Gary
E. Dickerson
Chief
Executive Officer
|
APPENDIX A
TERMS AND CONDITIONS OF RESTRICTED
STOCK AGREEMENT
For valuable consideration, receipt of which is
acknowledged, the parties hereto agree as follows:
The Company shall issue to the Participant in
consideration for the Participant’s past services and as a
separate incentive in connection with his or her employment and not
in lieu of any salary or other compensation for his or her
services, subject to the terms and conditions set forth in this
Agreement and in the Plan,
Shares of Common Stock. The Shares will be held in book entry by
the Company’s transfer agent in the name of the Participant
for that number of Shares issued to the Participant. The Company
shall not be required (i) to transfer on its books any of the
Shares that have been transferred in violation of any of the
provisions set forth in this Agreement or (ii) to treat as the
owner of such Shares, or to pay dividends to, any transferee to
whom such Shares have been transferred in violation of any of the
provisions of this Agreement. The Participant agrees that the
Shares shall be subject to Forfeiture as set forth in
Section 2 of this Agreement and the restrictions on transfer
set forth in Section 3 of this Agreement.
-
(a) Except as otherwise provided in this
Agreement or any other agreement between the Participant and the
Company, the balance of the Shares that are Unvested Shares (as
defined below) at the time of the Participant’s termination
of employment with the Company shall thereupon be forfeited and
automatically transferred to and reacquired by the Company at no
cost to the Company ("Forfeiture"). The Participant hereby appoints
the Secretary of the Company with full power of substitution, as
the Participant’s true and lawful attorney-in-fact with
irrevocable power and authority in the name and on behalf of the
Participant to take any action and execute all documents and
instruments, including, without limitation, stock powers that may
be necessary to transfer the Shares to the Company upon such
termination of employment.
"Unvested Shares" means the total number of
Shares multiplied by the Applicable Percentage at the time of
Forfeiture. The "Applicable Percentage" shall be:
-
-
-
(1) 75% on the first anniversary of Grant Date
(the "First Vesting Date"), provided that the Company’s "Net
income per share—diluted" for the most recently completed
fiscal year reflected on the Company’s consolidated
statements of income included in the Company’s Annual Report
on Form 10-K filed with respect to such fiscal year, equals or
exceeds
[ ]
(the "Vesting Metric"); and
-
-
-
(2) Following the First Vesting Date, if the
Vesting Metric is equaled or exceeded as of the First Vesting Date,
the Applicable Percentage shall be 75%, less an additional 6.25% on
the last day of each successive three-month period following the
First Vesting Date until the fourth anniversary of Grant
Date.
-
(b) In the event that the Participant’s
employment with the Company terminates by reason of the
Participant’s disability (within the meaning of
Section 22(e)(3) of the Internal Revenue Code of 1986 (the
"Code"), provided that the Board of Directors of the Company (the
"Board") in its discretion may determine whether a disability
exists in accordance with uniform and non-discriminatory standards
adopted by the Board from time to time), death or Retirement (as
defined pursuant to the Company’s or the Board’s
Retirement Policies, as they may be established from time to time),
the balance of the Shares that have not vested as of immediately
prior to the Participant’s death, disability or Retirement
shall be fully vested effective as of the date of such death,
disability or Retirement.
|
