EXHIBIT 10.1
RESTRICTED STOCK UNITS AGREEMENT
This Restricted Stock Units Agreement (the " Agreement ") is
made and entered into on ____________ (the " Date of Grant
"), pursuant to the Mattson Technology, Inc. 2005 Equity Incentive
Plan, as amended (the " Plan "). The Committee administering
the Plan has selected the party specified on the execution page
hereof (the " Participant ") to receive the following award
(the " Award ") of Restricted Stock Units, each of which
represents the right to receive on the applicable Settlement Date
one (1) share of the Common Stock (" Stock ") of Mattson
Technology, Inc., a Delaware corporation (the " Company "),
on the terms and conditions set forth below to which Participant
accepts and agrees:
1.
Award Granted.
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Date of Grant
|
_____________________________
|
|
No. of Restricted Stock
Units
|
_____________________________
|
|
Vesting Commencement
Date
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_____________________________
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|
Settlement Date
|
For each Restricted Stock Unit,
except as otherwise provided by this Agreement, the date on which
such unit becomes a Vested Unit in accordance with Section 4 or
Section 8 below.
|
2.
Grant of Units. On the Date of Grant, the Participant shall
acquire, subject to the provisions of this Agreement, the Number of
Restricted Stock Units, as specified in Section 1 above (the "
Units "). Each Unit represents a right to receive on a date
determined in accordance with this Agreement one (1) share of
Stock. This Award shall be governed by the terms of the Plan, which
are incorporated herein by this reference. The Participant
acknowledges having received and read a copy of the Plan.
Capitalized terms not otherwise defined by this Agreement will have
the meanings assigned in the Plan.
3.
No Monetary Payment Required. The Participant is not required to make any
monetary payment (other than applicable tax withholding, if any) as
a condition to receiving the Units or shares of Stock issued upon
settlement of the Units, the consideration for which shall be past
services actually rendered and/or future services to be rendered to
a Participating Company or for its benefit. Notwithstanding the
foregoing, if required by applicable state corporate law, the
Participant shall furnish consideration in the form of cash or past
services rendered to or for the benefit of a Participating Company
having a value not less than the par value of the shares of Stock
issued upon settlement of the Units.
4.
Vesting of Units. Subject
to Participant's continued Service through the applicable vesting
date, the Units will vest and become " Vested Units " in
accordance with the following schedule:
25% of the Units will vest forty-five (45) calendar days after the
end of a fiscal quarter in which fiscal year-to- date net sales
exceed ------------; and
25% of the Units will vest forty-five (45) calendar days after the
end of a fiscal quarter in which fiscal year-to-date net sales
exceed ----------; and
25% of the Units will vest forty-five (45) calendar days after the
end of a fiscal quarter in which fiscal year-to-date net sales
exceed ------------; and
25% of the Units will vest forty-five (45) calendar days after the
end of a fiscal quarter in which fiscal year-to-date net sales
exceed ------------; million;
provided, however, that no Units shall vest unless the (a) the
operating profit margin (i.e. income from operations, divided by
net sales) for such fiscal year (through the end of such quarter)
equals or exceeds ------ percent, and (b) the average closing Stock
price for such quarter equals or exceeds -------dollars
.
If the Participant's Service terminates because of the death or
Disability of the Participant, a percentage of the Units that
otherwise would not be vested as of the date of Service termination
(the "Nonvested Units") shall vest. Such percentage shall be the
percentage of Nonvested Units that, on the date of Service
termination, would have
been vested had such Nonvested
Units been subject to a straight-line, monthly vesting schedule
beginning January 1, 2008 and ending December 31, 2011.
5.
Company Reacquisition Right. In the event that the
Participant's Service terminates for any reason (other than death
or Disability) or no reason, with or without cause, the Participant
shall forfeit and the Company shall automatically reacquire all
Units which are not, as of the time of such termination, Vested
Units, and the Participant shall not be entitled to any payment
therefor.
6.
Settlement of the Award.
(a)
Issuance of Shares of Stock. Subject to the provisions of
Section 6(c) below, the Company shall issue to the Participant
on the Settlement Date with respect to each Vested Unit to be
settled on such date one (1) share of Stock. Shares of Stock issued
in settlement of Units shall not be subject to any restriction on
transfer other than any such restriction as may be required
pursuant to Section 6(c), Section 7 or the Company's
Insider Trading Policy. For purposes of this Section, " Insider
Trading Policy " means the written policy of the Company
pertaining to the sale, transfer or other disposition of the
Company's equity securities by members of the Board, officers or
other employees who may possess material, non-public information
regarding the Company, as in effect at the time of a disposition of
any Shares.
(b)
Beneficial Ownership of Shares; Certificate Registration
. The Participant hereby authorizes the Company, in its
sole discretion, to deposit for the benefit of the Participant with
any broker with which the Participant has an account relationship
of which the Company has notice any or all shares acquired by the
Participant pursuant to the settlement of the Award. Except as
provided by the preceding sentence, a certificate for the shares as
to which the Award is settled shall be registered in the name of
the Participant, or, if applicable, in the names of the heirs of
the Participant.
(c)
Restrictions on Grant of the Award and Issuance of Shares
. The grant of the Award and issuance of shares of Stock
upon settlement of the Award shall be subject to compliance with
all applicable requirements of federal, state or foreign law with
respect to such securities. No shares of Stock may be issued
hereunder if the issuance of such shares would constitute a
violation of any applicable federal, state or foreign securities
laws or other law or regulations or the requirements of any stock
exchange or market system upon which the Stock may then be listed.
If the Company is unable to obtain authority from any applicable
regulatory body deemed by the Company's legal counsel to be
necessary for the lawful issuance of any shares subject to the
Award, the Company shall be relieved of any liability in relation
to its inability to issue such shares. As a condition to the
settlement of the Award, the Company may require the Participant to
satisfy any qualifications that may be necessary or appropriate, to
evidence compliance with any applicable law or regulation and to
make any representation or warranty with respect thereto as may be
requested by the Company.
(d)
Fractional Shares . The Company shall not be required
to issue fractional shares upon the settlement of the
Award.
7.
Tax Matters.
(a)
Tax Withholding in General. At the time this Agreement is
executed, or at any time thereafter as requested by the Company,
the Participant hereby authorizes withholding from payroll and any
other amounts payable to the Participant, and otherwise agrees to
make adequate provision for, any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of
the Company, if any, which arise in connection with the Award or
the issuance of shares of Stock in settlement thereof. The Company
shall have no obligation to deliver shares of Stock until the tax
withholding obligations of the Company have been satisfied by the
Participant.
(b)
Assignment of Sale Proceeds; Payment of Tax Withholding by
Check. Subject to compliance with applicable law and the
Company's Insider Trading Policy, the Participant shall satisfy the
Company's tax withholding obligations in accordance with procedures
established by the Company providing for delivery by the
Participant to the Company or a broker approved by the Company of
properly executed instructions, in a form approved by the Company,
providing for the assignment to the Company of the proceeds of a
sale with respect to some or all of the shares being acquired upon
settlement of Units. Notwithstanding the
2
foregoing, the Participant may elect to pay by
check the amount of the Company's tax withholding obligations
arising on any Settlement Date by delivering written notice of such
election to the Company on a form specified by the Compa
