|
Exhibit
10.3
UNITED
STATES
TESSERA TECHNOLOGIES,
INC.
FOURTH AMENDED AND
RESTATED 2003 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD
GRANT NOTICE AND
RESTRICTED STOCK AWARD
AGREEMENT
Tessera Technologies, Inc., a
Delaware corporation (the “ Company ”),
pursuant to its Fourth Amended and Restated 2003 Equity Incentive
Plan (the “ Plan ”), hereby grants to the
individual listed below (“ Participant
”), the number of shares of the Company’s common stock,
par value $0.001, set forth below (the “ Shares
”). This Award for Shares of restricted stock is subject to
all of the terms and conditions as set forth herein and in the
Restricted Stock Award Agreement attached hereto as Exhibit
A (the “ Restricted Stock Agreement
”) (including without limitation the restrictions on the
Shares set forth in the Restricted Stock Agreement) and the Plan,
each of which are incorporated herein by reference. Unless
otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Grant Notice and the Restricted
Stock Agreement.
|
|
|
|
|
| Participant: |
|
|
|
|
|
|
|
| Grant
Date: |
|
|
|
|
|
|
|
| Vesting
Commencement Date: |
|
|
|
|
|
|
|
| Total
Number of Shares Subject to Award: |
|
______________________________________________________
shares |
|
|
|
|
|
| Purchase
Price: |
|
$___________________________________________________________ |
|
|
|
|
|
| Vesting
Schedule: |
|
[To be
specified in individual agreements] |
|
|
By his or her signature and
the Company’s signature below, Participant agrees to be bound
by the terms and conditions of the Plan, the Restricted Stock
Agreement and this Grant Notice. Participant has reviewed the
Restricted Stock Agreement, the Plan and this Grant Notice in their
entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Grant Notice and fully understands all
provisions of this Grant Notice, the Restricted Stock Agreement and
the Plan. Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the
Administrator of the Plan upon any questions arising under the
Plan, this Grant Notice or the Restricted Stock Agreement. If
Participant is married, his or her spouse has signed the Consent of
Spouse attached to this Grant Notice as Exhibit B
.
|
|
|
|
|
|
|
|
|
| TESSERA TECHNOLOGIES, INC.: |
|
|
|
PARTICIPANT: |
|
|
|
|
|
| By: |
|
|
|
|
|
By: |
|
|
| Print Name: |
|
|
|
|
|
Print Name: |
|
|
| Title: |
|
|
|
|
|
|
|
|
| Address: |
|
|
|
|
|
Address: |
|
|
|
|
|
|
|
|
|
|
|
| Date: |
|
|
|
|
|
Date: |
|
|
EXHIBIT A
TO RESTRICTED STOCK AWARD
GRANT NOTICE
TESSERA TECHNOLOGIES,
INC.
RESTRICTED STOCK AWARD
AGREEMENT
Pursuant to the Restricted
Stock Award Grant Notice (the “ Grant Notice
”) to which this Restricted Stock Award Agreement (this
“ Agreement ”) is attached, Tessera
Technologies, Inc., a Delaware corporation (the “
Company ”), has granted to Participant the
right to purchase the number of shares of the Company’s
common stock, par value $0.001, under the Company’s Fourth
Amended and Restated 2003 Equity Incentive Plan, as amended from
time to time (the “ Plan ”), as set forth
in the Grant Notice (the “ Shares
”).
ARTICLE I.
GENERAL
1.1 Definitions . All
capitalized terms used in this Agreement without definition shall
have the meanings ascribed in the Plan and the Grant
Notice.
1.2 Incorporation of Terms
of Plan . The Award is subject to the terms and conditions of
the Plan which are incorporated herein by reference. In the event
of any inconsistency between the Plan and this Agreement, the terms
of the Plan shall control.
ARTICLE II.
AWARD OF RESTRICTED
STOCK
2.1 Award of Restricted
Stock .
(a) Award . In
consideration of Participant’s agreement to remain in the
service or employ of the Company or one of its Subsidiaries, and
for other good and valuable consideration which the Administrator
has determined exceeds the aggregate par value of the Shares
subject to the Award, as of the Grant Date, the Company issues to
Participant the Award described in this Agreement (the “
Award ”). The number of Shares subject to the
Award is set forth in the Grant Notice.
(b) Issuance of Shares
. At the sole discretion of the Administrator, the Shares will be
issued in either (i) uncertificated form, with the Shares
recorded in the name of Participant in the books and records of the
Company’s transfer agent with appropriate notations regarding
the restrictions on transfer imposed pursuant to this Agreement,
and upon vesting and the satisfaction of all conditions set forth
in Section 2.2(c) hereof, the Company shall cause certificates
representing the Shares to be issued to Participant; or
(ii) certificate form pursuant to the terms of Sections 2.1(c)
and (d) hereof. If the Shares are issued in certificate form,
concurrently with the execution of this Agreement, Participant
shall deliver to the Company, or such other person designated by
the Company, a stock assignment duly endorsed in blank, in the form
attached hereto as Exhibit C .
A-1
(c) Legend . Any
certificate(s) representing Shares issued pursuant to this
Agreement shall, until all restrictions on transfer imposed
pursuant to this Agreement lapse or shall have been removed and new
certificates are issued, bear the following legend (or such other
legend as shall be determined by the Administrator):
“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING
REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS OF
THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT, DATED [
, 200_], BY AND BETWEEN TESSERA TECHNOLOGIES, INC. AND THE
REGISTERED OWNER OF SUCH SHARES, AND SUCH SHARES MAY NOT BE,
DIRECTLY OR INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY
CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS OF SUCH
AGREEMENT.”
(d) Escrow . The
Secretary of the Company or such other escrow holder as the
Administrator may appoint may retain physical custody of any
certificates representing the Shares and any stock assignment(s)
until all of the restrictions on transfer imposed pursuant to this
Agreement lapse or shall have been removed; in such event
Participant shall not retain physical custody of any certificates
representing unvested Shares issued to him. If the Shares are held
in book entry form, then such entry will reflect that the Shares
are subject to the restrictions of this Agreement.
2.2 Restrictions
.
(a) Forfeiture . Any
Shares subject to this Award that are not vested as of the date
Participant ceases to be a Service Provider for any reason,
including as a result of Participant’s death or disability,
shall thereupon be forfeited immediately and without any further
action by the Company. In the event any of the Shares are forfeited
pursuant to this Section 2.1(a), any assets or other
securities received by or distributed to Participant with respect
to, in exchange for or in substitution of such Shares and held by
the Company pursuant to Agreement shall be retained by the Company
or promptly paid by any escrow holder to the Company.
(b) Vesting and Lapse of
Restrictions . Subject to Section 2.2(a), the Award shall
vest and the Restrictions shall lapse in accordance with the
vesting schedule set forth in the Grant Notice. In the event the
Restrictions with respect to any of the Shares lapse pursuant to
this Section 2.1(b), any assets or other securities received
by or distributed to Participant with respect to, in exchange for
or in substitution of such Shares and held by the Company pursuant
to Agreement shall be paid to Participant by the Company as soon as
practicable. For purposes of this Agreement, “
Restrictions ” shall mean the restrictions on
sale or other transfer set forth in Section 3.2 hereof and the
exposure to forfei
|