Exhibit 10.3
RESTRICTED STOCK AWARD AGREEMENT
UNDER THE MERCURY COMPUTER SYSTEMS,
INC.
2005 STOCK INCENTIVE PLAN
Name of Grantee:
No. of Shares:
Grant Date:
Final Acceptance Date:
Pursuant to the Mercury Computer
Systems, Inc. 2005 Stock Incentive Plan (the “Plan”) as
amended through the date hereof, Mercury Computer Systems, Inc.
(the “Company”) hereby grants a Restricted Stock Award
(an “Award”) to the Grantee named above. Upon
acceptance of this Award, the Grantee shall receive the number of
shares of Common Stock, par value $0.01 per share (the
“Stock”), of the Company specified above, subject to
the restrictions and conditions set forth herein and in the
Plan.
1. Acceptance of Award . The
Grantee shall have no rights with respect to this Award unless he
or she shall have accepted this Award prior to the close of
business on the Final Acceptance Date specified above by
(i) signing and delivering to the Company a copy of this Award
Agreement and (ii) delivering to the Company a stock power
endorsed in blank. Upon acceptance of this Award by the Grantee,
the shares of Restricted Stock so accepted shall be issued and held
by the Company’s transfer agent in book entry form, and the
Grantee’s name shall be entered as the shareholder of record
on the books of the Company. Thereupon, the Grantee shall have all
the rights of a shareholder with respect to such shares, including
voting and dividend rights, subject, however, to the restrictions
and conditions specified in Paragraph 2 below.
2. Restrictions and
Conditions .
(a) Any book entries for the shares
of Restricted Stock granted herein shall bear an appropriate
legend, as determined by the Administrator in its sole discretion,
to the effect that such shares are subject to restrictions as set
forth herein and in the Plan.
(b) Shares of Restricted Stock
granted herein may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of by the Grantee prior to
vesting.
(c) If Grantee’s employment
with the Company and its Subsidia
