Exhibit 4.8
MOSYS, INC.
NOTICE OF RESTRICTED STOCK UNIT
AWARD AND AGREEMENT
Name of Employee:
Award Date:
Number of RSUs:
Vesting Schedule:
Vesting Commencement Date:
Term:
MoSys, Inc. (the “
Company ”) has granted you (the “
Participant ”) an award of the number of
Restricted Stock Units (“ RSUs ”) to obtain
shares of the Company’s common stock, par value $0.01 per
share (the “ Common Stock ”), as set forth above
in this Notice of Restricted Stock Unit Award and Agreement (the
“ Agreement ”). The RSUs are granted as an
inducement material to the individual’s entering into
employment with the Company within the meaning of
Rule 5365(c)(4) of the Nasdaq Marketplace Rules, and in
all respects are subject to such continued employment or other
association and all other terms and conditions of this
Agreement.
1.
Definitions
“Agreement” means this Restricted Stock Unit Award and
Agreement.
“Board of
Directors” means
the Board of Directors of the Company.
“Code”
means the Internal Revenue Code of
1986, as amended.
“Committee” means the Compensation Committee of the Board of
Directors.
“Consultant” means any independent contractor retained to
perform services for the Company or a Subsidiary.
“Continuous
Service” means the
absence of any interruption or Termination of Service (a) in
the case of an Employee, as an Employee, and (b) in the case
of a Director or Consultant, as a Director or Consultant of the
Company, a Parent, or any Subsidiary. Continuous Service shall not
be considered interrupted during any period of (i) any leave
of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company and any Parent,
Subsidiary or successor of the Company. A leave of absence approved
by the Company shall include sick leave, military leave or any
other personal leave approved by an authorized representative of
the Company.
“Corporate
Transaction” means
any of the following stockholder-approved
1
transactions to which the Company is a
party:
(a) a merger or consolidation
in which the Company is not the surviving entity, except for a
transaction the principal purpose of which is to change the state
in which the Company is incorporated;
(b) the sale, transfer or
other disposition of all or substantially all of the assets of the
Company (including the capital stock of each Subsidiary) in
connection with the complete liquidation or dissolution of the
Company; or
(c) any reverse merger in
which the Company is the surviving entity but in which the
beneficial ownership of securities possessing 50 percent or more of
the total combined voting power of the Company’s outstanding
securities are transferred to a person or persons different from
those who held such securities immediately prior to such
merger. For this purpose, “beneficial
ownership” refers to ownership of a security, directly or
indirectly, by any person or entity who through any contract,
arrangement, understanding, relationship or otherwise has or shares
(1) voting power, which includes the power to vote, or to
direct the voting of, such security, and/or (2) investment
power, which include the power to dispose, or to direct the
disposition of, such security, and shall be determined in
accordance with Rule 13d-3 of the General Rules and
Regulations under the Exchange Act.
“Director”
means a director of the
Company.
“Employee”
means any person, including officers
(whether or not they are directors), employed by the Company, a
Parent or any Subsidiary.
“Exchange
Act” means
Securities Exchange Act of 1934, as amended.
“Fair Market
Value” of Common
Stock as of any date is the closing price for the Common Stock as
reported on the NASDAQ Global Market (or on any other national
securities exchange or other established market on which the Common
Stock is then listed) for that date or, if no closing price is
reported for that date, the closing price on the next preceding
date for which a closing price was reported.
“Non-Employee
Director” means a
Director of the Company who qualifies as a Non-Employee Director as
such term is defined in Section 240.16b-3(b)(3) of the
General Rules and Regulations promulgated under the Exchange
Act.
“Parent”
means a parent corporation of the
Company, whether now or hereafter existing, as defined by
Section 424(e) of the Code.
“ RSUs ” means
Restricted Stock Units representing rights to receive shares of
Common Stock.
“Subsidiary” means a subsidiary corporation of the Company,
whether now or hereafter existing, as defined in
Section 424(f) of the Code.
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“Termination of
Service” means
(a) in the case of an Employee, a cessation of the
employee-employer relationship between the Employee and the Company
or a Parent or Subsidiary for any reason, including, but not by way
of limitation, a termination by resignation, discharge, death,
disability, or the disaffiliation of a Parent or Subsidiary, but
excluding any such termination where there is a simultaneous
reemployment by the Company or a Parent or Subsidiary; (b) in
the case of a Consultant, a cessation of the service relationship
between the Consultant and the Company or a Parent or Subsidiary
for any reason, including, but not by way of limitation, a
termination by resignation, disc
