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Exhibit 4.7
FORM OF RESTRICTED STOCK
UNIT AGREEMENT FOR U.K. EMPLOYEES
THIS RESTRICTED STOCK UNIT
AGREEMENT (this “Agreement” ) is made as
of this ___ day of ___, 2008, by and between Virage Logic
Corporation, a Delaware corporation (the
“Company” ), and ___________________ (
“Participant” ). Capitalized terms used,
but not otherwise defined, in this Agreement shall have the
meanings assigned to those terms in the 2002 Equity Incentive Plan
of Virage Logic Corporation, as amended (the
“Plan” ).
1. Grant of RSUs .
Subject to the terms, conditions and restrictions set forth in the
Plan and to the terms of this Agreement, the Company hereby grants
to Participant the right to purchase _________ (_____) Restricted
Stock Units (each, an “RSU” ) at the
price of $0.001 per RSU (the “Purchase
Price” ). If approved by the Board at the time of
grant, the Purchase Price may be paid in the form of past services
provided by Participant to the Company.
2. Date of Grant . The
effective date of the grant of the RSUs is June 30, 2008 (
“Date of Grant” ).
3. Vesting of RSUs .
Fifty percent (50%) of the RSUs (rounded down to the nearest
whole RSU) shall vest on the first anniversary of the Date of
Grant, and an additional fifty percent (50%) of the RSUs
(rounded up to the nearest whole RSU) shall vest on the second
anniversary of the Date of Grant (each such anniversary date, a
“Vesting Date” ), provided that
Participant remains in the continuous employ of the Company or any
subsidiary thereof as of each such Vesting Date.
4. Transfer of RSUs .
Provided that Participant satisfies the vesting conditions set
forth in Section 3 as of each Vesting Date, (a) if
applicable, Participant shall be deemed to have paid the Purchase
Price for each RSU that vests on such date through past services
provided to the Company and (b) the Company shall transfer to
Participant one (1) unrestricted Share for each RSU that vests
on such date. Any transfer of Shares pursuant to this
Section 4 shall be made as soon as administratively
practicable following the applicable Vesting Date.
5. No Ownership Rights or
Dividend Equivalents . Participant shall have no rights of
ownership in vested or unvested RSUs or the Shares underlying such
RSUs. Participant shall not be entitled to receive a cash payment
with respect to any dividends or distributions that become payable
with respect to Shares underlying any vested or unvested
RSUs.
6. Other Conditions .
The transfer of any Share underlying an RSU shall be effective only
at such time as counsel to the Company shall have determined that
the issuance and delivery of such Share is in compliance with all
applicable laws, any regulations of governmental authorities and
the requirements of any securities exchange on which the Shares are
traded.
7. Tax Withholding .
Participant shall be liable for any and all taxes and contributions
of any kind required by law to be withheld in connection with the
vesting of the RSUs and transfer of any Shares hereunder, including
without limitation United Kingdom income tax and primary class 1
(employee’s) national insurance contributions. Participant
shall also be liable for (and hereby accepts liability for) United
Kingdom secondary class 1 (employer’s) national
insurance
contributions payable by
Participant’s employer (and for the purposes of this
Agreement and the Plan, references to tax withholding shall be read
and construed as including Participant’s liability for such
secondary class 1 (employer’s) national insurance
contributions). Participant hereby agrees that any such obligations
shall be satisfied through a reduction in the number of Shares that
otherwise would be transferred to Participant hereunder, provided
that the Company shall withhold the minimum number of Shares
(rounded up to the nearest whole Share) required to satisfy such
obligation. For purposes of the foregoing, Shares withheld on the
date of transfer shall be valued at the Fair Market Valu
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