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TESSERA TECHNOLOGIES, INC. FOURTH AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT

Shareholder Agreement

TESSERA TECHNOLOGIES, INC. 

FOURTH AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK AWARD GRANT NOTICE AND 

RESTRICTED STOCK AWARD AGREEMENT | Document Parties: TESSERA TECHNOLOGIES INC You are currently viewing:
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TESSERA TECHNOLOGIES INC

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Title: TESSERA TECHNOLOGIES, INC. FOURTH AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT
Date: 6/13/2008
Industry: Semiconductors     Sector: Technology

TESSERA TECHNOLOGIES, INC. 

FOURTH AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK AWARD GRANT NOTICE AND 

RESTRICTED STOCK AWARD AGREEMENT, Parties: tessera technologies inc
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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


 
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