Exhibit 10.2
VITESSE SEMICONDUCTOR
CORPORATION
AMENDED AND RESTATED 2001 STOCK
INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD
AGREEMENT
THIS STOCK UNIT AWARD
AGREEMENT (this “
Agreement ”) is dated as of October 13, 2008 by
and between Vitesse Semiconductor Corporation, a Delaware
corporation (the “ Company ”) and [NAME]
(the “ Employee ”).
W I T N E S S E T
H
WHEREAS , pursuant to the Vitesse Semiconductor
Corporation Amended and Restated 2001 Stock Incentive Plan, as
amended (the “ Plan ”), the Company has granted
to the Employee effective as of the date hereof (the “
Award Date ”), a credit of restricted stock units
under the Plan (the “ Restricted Stock Unit Award
” or “ Award ”), upon the terms and
conditions set forth herein and in the Plan.
NOW THEREFORE
, in consideration of services
rendered and to be rendered by the Employee, and the mutual
promises made herein and the mutual benefits to be derived
therefrom, the parties agree as follows:
1. Defined Terms .
Capitalized terms used herein and not otherwise defined herein
shall have the meaning assigned to such terms in the
Plan.
2. Grant . Subject to
the terms of this Agreement, the Company hereby grants to the
Employee a Restricted Stock Unit Award with respect to an aggregate
of [ NUMBER OF RSUs ] restricted stock units (subject to
adjustment as provided in Section 8.2 of the Plan) (the
“ Restricted Stock Units ”). As used herein, the
term “restricted stock unit” shall mean a non-voting
unit of measurement which is deemed for bookkeeping purposes to be
equivalent to one (1) outstanding share of the Company’s
common stock (subject to adjustment as provided in Section 10
of the Plan) solely for purposes of the Plan and this Agreement.
The Restricted Stock Units shall be used solely as a device for the
determination of the payment to eventually be made to the Employee
if such Restricted Stock Units vest pursuant to Section 3
hereof. The Restricted Stock Units shall not be treated as property
or as a trust fund of any kind.
3. Vesting . Subject
to Section 8 hereof, the Award shall vest and become
nonforfeitable with respect to fifty percent (50%) of the
total number of Restricted Stock Units (subject to adjustment under
Section 10 of the Plan) on the day after the first anniversary
of the Award Date and twenty-five percent (25%) on each of the
second and third anniversaries of the Award Date.
4. Continuance of
Employment . The vesting schedule requires continued
employment or service through each applicable vesting date as a
condition to the vesting of the applicable installment of the Award
and the rights and benefits under this Agreement. Partial
employment or service, even if substantial, during any vesting
period will not entitle the Employee to any proportionate vesting
or avoid or mitigate a termination of rights and benefits upon or
following a termination of employment or services as provided in
Section 8 hereof or under the Plan.
Nothing contained in this Agreement
or the Plan constitutes an employment or service commitment by the
Company, affects the Employee’s status as an employee at will
who is subject to termination without cause, confers upon the
Employee any right to remain employed by or in service to the
Company, interferes in any way with the right of the Company at any
time to terminate such employment or services, or affects the right
of the Company to increase or decrease the Employee’s other
compensation or benefits. Nothing in this paragraph, however, is
intended to adversely affect any independent contractual right of
the Employee without his consent thereto.
5. Dividend and Voting
Rights .
(a) Limitations on Rights
Associated with Units . The Employee shall have no rights
as a stockholder of the Company, no dividend rights (except as
expressly provided in Section 5(b) hereof) and no voting
rights, with respect to the Restricted Stock Units and any shares
of common stock underlying or issuable in respect of such
Restricted Stock Units until such shares of common stock are
actually issued to and held of record by the Employee. No
adjustments will be made for dividends or other rights of a holder
for which the record date is prior to the date of issuance of the
stock .
(b) Dividend Equivalent Rights
Distributions . Within 60 days of any date that the Company
pays a cash dividend on its common stock, the Company shall pay
Employee an amount equal to the per share cash dividend paid by the
Company on its common stock on such date multiplied by the total
number of outstanding and unpaid Restricted Stock Units (including
any dividend equivalents previously credited hereunder) remaining
subject to this Award as of the related dividend payment record
date. No such payment shall be made with respect to any Restricted
Stock Units which, as of such record date, have either been paid
pursuant to Section 7 hereof or terminated pursuant to
Section 8 hereof.
6. Restrictions on
Transfer . Neither the Restricted Stock Unit Award, nor any
interest therein or amount or shares payable in respect thereof may
be sold, assigned, transferred, pledged or otherwise disposed of,
alienated or encumbered, either voluntarily or involuntarily. The
transfer restrictions in the preceding sentence shall not apply to
(a) transfers to the Company, or (b) transfers by will or
the laws of descent and distribution.
7. Timing and Manner of
Payment of Restricted Stock Units . On or as soon as
administratively practical following each vesting of the applicable
portion of the to
