VIASAT, INC.
1996 EQUITY PARTICIPATION PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
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Grant:
shares of Restricted Stock
Units
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Name:
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Signature:
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1. Grant
. Effective on the Grant Date, you have been granted the number of
shares indicated above of Restricted Stock Units (the
“RSU”), providing you the entitlement to receive Common
Stock of ViaSat, Inc., a Delaware corporation (the
“Company”), as the RSU vests, in accordance with the
provisions of this Agreement and the provisions of the 1996 Equity
Participation Plan of ViaSat, Inc. (as amended from time to time,
the “Plan”).
2.
Forfeiture Upon Termination . Until vested, the RSU shall be
subject to forfeiture in the event of the termination of your
employment or service with the Company and all of its Subsidiaries
for any reason, whether such termination is occasioned by you, by
the Company or any of its Subsidiaries, with or without cause or by
mutual agreement (“Termination of
Employment”).
3.
Transferability . Until vested, the RSU or any right or
interest therein is not transferable except by will or the laws of
descent and distribution. Until Common Stock is issued upon
settlement of the RSU, you will not be deemed for any purpose to
be, or have rights as, a Company shareholder by virtue of this
award. You are not entitled to vote any shares of Common Stock by
virtue of this award.
4.
Vesting . The RSU will vest and no longer be subject to the
restrictions of and forfeiture under this Agreement in one-fourth
(1/4 th
or 25%) increments on each
anniversary of the Grant Date. Notwithstanding the foregoing, the
RSU shall be fully vested upon your Termination of Employment by
reason of death or permanent disability. “Permanent
disability” means that you are unable to perform your duties
by reason of any medically determined physical or mental impairment
which can be expected to result in death or which has lasted or is
expected to last for a continuous period of at least 12 months, as
reasonably determined by the Compensation and Human Resources
Committee of the Board (the “Committee”) in their
discretion.
5. Payment
After Vesting . Upon vesting of the RSU, you will be issued
shares of Common Stock equal to the number of shares vested, in
settlement of the RSU (subject to the withholding requirements
described in paragraph 6 below, as applicable).
6.
Withholding . The Company has the authority to deduct or
withhold, or require you to remit to the Company, an amount
sufficient to satisfy applicable Federal, state, local and foreign
taxes (including any FICA obligation) required by law to be
withheld with respect to any taxable event arising from
