Corporation (the “Company”), pursuant to its 2006 Equity Incentive Plan (the “Plan”), hereby grants to the participant under the Plan (the “Participant”) the number of shares of the Company’s common stock (the
“Common Stock”) set forth below (the “Award”). This Award is subject to all of the terms and conditions as set forth in this Restricted Stock Grant Notice (the “Grant Notice”), the Restricted Stock Agreement, the Plan,
the form of Assignment Separate from Certificate and the form of Joint Escrow Instructions, all of which are attached hereto and incorporated herein in their entirety.
Participant/Participant ID #:
Date of Grant:
Number of Shares Subject to Award:
Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and understands and
agrees to the terms and conditions of this Grant Notice, the Restricted Stock Agreement, the Plan, the form of Assignment Separate from Certificate and the form of Joint Escrow Instructions. Participant further acknowledges that as of the Date of
Grant, this Grant Notice, the Restricted Stock Agreement, the Joint Escrow Instructions and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of stock in the Company and supersede all prior
oral and written agreements relating thereto, with the exception of other awards previously granted and delivered to Participant under the Plan.
RESTRICTED STOCK AGREEMENT (the “Agreement”), dated [grant date], is entered into by and between [name] (“Participant”) and Nextest Systems Corporation, a Delaware corporation (the “Company”).
WHEREAS, the Company has adopted
the Nextest Systems Corporation 2006 Equity Incentive Plan (the “Plan”), which provides for awards of restricted stock to the Company’s Employees, Consultants and Directors; and
WHEREAS, Participant is currently serving as an Employee or Director of, or a Consultant to, the Company; and
WHEREAS, in order to provide Participant incentive to continue in the employ of the Company and his or her commitment to the success of the Company, the
Compensation Committee of the Board of Directors of the Company has determined that Participant shall be granted an Award covering shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to the
restrictions stated herein and in accordance with the terms and conditions of the Plan.
NOW THEREFORE, in consideration of the foregoing,
and the mutual covenants and agreements set forth herein, the parties hereto agree as follows:
Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the same meanings ascribed to them in the Plan.
2. Grant Of Award.
The Company hereby
grants to Participant, pursuant to the terms of the Restricted Stock Grant Notice (the “Grant Notice”) and this Agreement (collectively, the “Award Agreement”) an Award covering the number of shares of Common Stock indicated in
the Grant Notice (the “Shares”) and hereby issues the Shares to Participant.
3. Agreement To Accept Shares.
Participant hereby agrees to accept from the Company, and the Company hereby agrees to issue to Participant, the Shares.
4.Delivery of the Shares and Award Agreement.
The issuance and delivery of the Shares shall be consummated as follows:
4.1 Participant agrees to execute and deliver the Grant Notice and this Agreement to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, along with such
additional documents as the Company may require.
4.2 Participant agrees to execute three (3) copies of the Assignment Separate from
Certificate (with date and number of shares blank) substantially in the form attached to the Grant Notice as Attachment III and to execute Joint Escrow Instructions substantially in the form attached to the Grant Notice as Attachment IV and to
deliver the same in accordance with Section 9 below. Participant shall also deliver to the Company a signed spousal consent substantially in the form attached hereto as Attachment VI if he or she is married on the Date of Grant set forth in the
Subject to the limitations contained herein, the Shares issued to Participant shall vest as provided in the Grant Notice, provided, however, that vesting shall cease upon the Termination of Participant’s service as an Employee,
Director or Consultant.
6. Securities Law Compliance.
Notwithstanding anything to the contrary contained herein, the Company shall not deliver any Shares under the Award Agreement unless the Shares are then
registered under the Securities Act or, if such Shares are not then so registered, the Company has determined that such issuance and transfer would be exempt from the registration requirements of the Securities Act. The issuance and transfer of the
Shares also must comply with other applicable laws and regulations governing such Award, and the Company shall not issue the Shares if the Company determines that such issuance and transfer would not be in material compliance with such laws and
7. Right of Reacquisition.
In the event of the Termination of Participant’s service as an Employee or Director of, or a Consultant to, the Company, the Company shall have a right to reacquire (the “Reacquisition Rights”) the
Shares that have not yet vested in accordance with the Vesting Schedule in the Grant Notice (the “Unvested Shares”). The Company shall, simultaneously with Participant’s Termination of service, as an Employee, Director or Consultant,
automatically reacquire all of the Unvested Shares, without payment by the Company of any amount with respect thereto, unless the Company agrees to waive its Reacquisition Rights to any or all of the Unvested Shares. Any such waiver shall be
exercised by the Company by written notice to Participant or his or her representative (with a copy to the Escrow Agent) within 30 days after Participant’s Termination. If the Company does not waive its Reacquisition Rights to any or all of the
Unvested Shares, the Escrow Agent shall be notified accordingly and instructed to return the Unvested Shares to the Company for cancellation.
8. Corporate Transactions.
In the event of a Fundamental Transaction or Change in Control pursuant to Section 10.3 or Section 10.4 of the Plan, the Reacquisition Rights
may be assigned by the Company to the successor of the Company (or such successor’s parent company), if any, in connection with such corporate transaction. To the extent the Reacquisition Rights remain in effect following such corporate
transaction, such rights shall apply to the new capital stock or other property received in exchange for the Common Stock in consummation of the corporate transaction, but only to the extent the Common Stock was at the time covered by such rights.
9. Escrow of Unvested Common Stock.
In general, the Company intends to handle this award by bookkeeping entries with a broker. Such entries, while establishing Participant’s ownership of the Shares, also will be kept in such a manner as to prohibit transfer by the
Participant of any shares of Common Stock which have not vested in accordance with the grant schedule. Nonetheless, in the event the Company uses a system which does not automatically restrict transferability, as security for Participant’s
faithful performance of the terms of this Agreement and to insure the availability for delivery of Participant’s Unvested Shares upon execution of the Reacquisition Rights herein provided for, Participant agrees, concurrently herewith, to
deliver to and deposit with the Secretary of the Company or the Secretary’s designee (the “Escrow Agent”), as Escrow Agent in this transaction, the certificate or certificates evidencing the Shares and three (3) executed blank
forms of Assignment Separate from Certificate in the form attached to the Grant Notice as Attachment III. Such documents will be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the Joint Escrow Instructions delivered to the
Escrow Agent concurrently herewith.
10. Rights as Stockholder.
Subject to the provisions of this Agreement, Participant shall exercise all rights and privileges of a stockholder of the Company with respect to the Shares deposited in escrow. Participant shall be deemed to be the
holder of the Shares for purposes of receiving any dividends that may be paid with respect to such Shares and for purposes of exercising any voting rights relating to such Shares, even if some or all of the Shares have not yet vested and been
released from the Company’s Reacquisition Rights.
11. Limitations on Transfer.
In addition to any other limitation on transfer created by applicable securities laws, Participant agrees not to sell, assign, hypothecate, donate,
encumber or otherwise dispose of any interest in the Shares, except by will or by the laws of descent and distribution, while the Shares are subject to the Reacquisition Rights.
12. Restrictive Legends.
The stock certificates evidencing the Shares issued under the Award
Agreement shall bear appropriate legends determined by the Company.
13. Award not a Service Contract.
The Award Agreement is not an employment or service contract, and nothing in the Award Agreement shall be deemed to create in any way whatsoever any
obligation on the Company or an Affiliate to continue Participant’s employment or service. In addition, nothing in the Award Agreement shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, officers or
Employees to continue any relationship that Participant may have as an Employee or Director of, or a Consultant to, the Company or an Affiliate.
14.1 At the time the Award is granted, or at any time thereafter as requested by the Company,
Participant authorizes withholding from payroll and any other amounts payable to Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the
Company or an Affiliate, if any, which arise in connection with the Award.
14.2 Unless the tax withholding obligations of the Company or
any Affiliate are satisfied, the Company shall have no obligation to issue a certificate for any of the Shares or release the Shares from any escrow provided for herein.
15. Section 83(b) Election.
Participant understands that Section 83(a) of the
Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Shares and the fair market value of the Shares as of the date any restrictions on the Shares lapse. In this
context, “restriction” means the right of the Company to buy back the Shares pursuant to the Reacquisition Rights set forth in Section 7 of this Agreement. Despite the fact that it might be unusual to make the following election in
the circumstances of this Agreement (because of the significant taxes potentially due in the year of the election as described below), Participant understands that Participant may elect to be taxed at the time the Shares are purchased, rather than
when and as the Reacquisition Rights expire, by filing an election under Section 83(b) (an “83(b) Election”) of the Code with the Internal Revenue Service within 30 days from the date of purchase. A form of such election is
attached hereto as Attachment V. In this case, the difference between the fair market value of the Shares at the time of the execution of this Agreement and the amount Participant is paying for the Shares, if any, makes it unlikely that Participant
will choose to make an 83(b) Election, as such election would require that Participant pay taxes on that difference at the time the Shares are purchased. However, the 83(b) Election must be made if the Participant wishes to avoid additional income
under Section 83(a) in the future. Accordingly, Participant understands the decision to file or not file such an election has potentially dramatic tax consequences, and if the decision is made to file such an election it must be filed in a
timely manner. Elections which are filed late can never be effective. Participant further understands that an additional copy of such election form should be filed with his or her federal income tax return for the calendar year in which the date of
this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Shares hereunder, and does not purport to be complete. Participant further
acknowledges that the Company has directed Participant to seek
independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Participant
may reside, the tax consequences of Participant’s death and the decision as to whether or not to file an 83(b) Election in connection with the acquisition of the Shares.
PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PARTICIPANT REQUESTS THE COMPANY
OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PARTICIPANT’S BEHALF.
Participant has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences relating to the Award and the
transactions contemplated by the Award Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Participant understands that he or she (and not the Company) shall be
responsible for any tax liability that may arise as a result of the Award or the transactions contemplated by the Award Agreement.
Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in
electronic or other form, of Participant’s personal data as described in this document by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing Participant’s
participation in the Plan. Participant understands that the Company and its Affiliates hold certain personal information about Participant, including, but not limited to, name, home address and telephone number, date of birth, social security or
insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, purchased, exercised,
vested, unvested or outstanding in Participant’s favor for the purpose of implementing, managing and administering the Plan (“Data”). Participant understands that the Data may be transferred to any third parties assisting in the
implementation, administration and management of the Plan, that these recipients may be located in Participant’s country or elsewhere and that the recipient country may have different data privacy laws and protections than Participant’s
country. Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting the Secretary of the Company. Participant authorizes the recipients to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan, including any requisite transfer of such Data, as may be required to a broker or
other third party with whom Participant may elect to deposit any shares acquired under the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage participation in the Plan. Participant
understands that he or she may, at any time, view Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by
contacting the Secretary of the Company in writing. Participant understands that refusing or
withdrawing consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of refusing to consent or
withdrawing consent, Participant understands that he or she may contact the Secretary of the Company.
Participant acknowledges and agrees that notwithstanding any terms or conditions of the Plan to the contrary, in the event of
involuntary Termination (whether or not in breach of local labor laws), the Participant’s right to receive benefits under the Award Agreement, if any, will terminate effective as of the date that Participant is no longer actively employed and
will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary Termination
(whether or not in breach of local labor laws), Participant’s right to receive benefits under the Award Agreement after Termination, if any, will be measured by the date of termination of Participant’s active employment and will not be
extended by any notice period mandated under local law.
Any notices provided for in the Award Agreement or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case
of notices delivered by mail by the Company to Participant, five (5) days after deposit in the United States mail, postage prepaid, addressed to Participant at the last address provided by Participant to the Company.
20. Survival Of Terms.
Award Agreement shall apply to and bind Participant and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.
21. Failure To Enforce Not A Waiver.
The failure of the Company to enforce at any time any provision of the Award Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
Agreement may be amended or modified at any time only by an instrument in writing signed by each of the parties hereto.
23. Authority Of The
The Committee shall have full authority to interpret and construe the terms of the Award Agreement. The
determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.
24.1 The rights and obligations of the Company under the Award Agreement shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be
enforceable by the Company’s successors and assigns.
24.2 Participant agrees upon request to execute any further documents or
instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of the Award Agreement.
24.3 Participant acknowledges and agrees that he or she has reviewed the Award Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing and accepting the Award Agreement and fully understands all
provisions of the Award Agreement.
24.4 If Participant has received this or any other document related to the Plan translated into a
language other than English and if the translated version is different than the English version, the English version will control.
The Award Agreement may be signed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
25. Governing Plan Document.
The Award is subject to all the provisions of the Plan, the
provisions of which are hereby made a part of Participant’s Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any
conflict between the provisions of the Award and those of the Plan, the provisions of the Plan shall control. Participant represents that he or she has read this Agreement, the Grant Notice and the Plan, and is familiar with their terms and
provisions. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Award Agreement.
IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained in this communication
(including any attachments) was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding any tax penalty or (ii) promoting, marketing or recommending to another party any transaction or matter addressed
herein. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.
For Value Received and pursuant to that certain Restricted
Stock Grant Notice and Restricted Stock Agreement dated , 20 (the “Award”), the
undersigned hereby sells, assigns and transfers unto Nextest Systems Corporation, a Delaware corporation (the “Company”)
() shares of the Common Stock of the Company, standing in the undersigned’s name on the
Company’s books represented by Certificate No. herewith and do hereby irrevocably constitute and appoint the Company’s Secretary, or other designee of the
Company, as the undersigned’s attorney-in-fact to transfer the said shares of Common Stock on the books of the Company with full power of substitution in the premises. This Assignment may be used only in accordance with and subject to the terms
and conditions of the Award, in connection with the reacquisition of shares of Common Stock of the Company issued to the undersigned pursuant to the Award, and only to the extent that such shares remain subject to the Company’s Reacquisition
Rights under the Award.
Instruction: Please do not fill in any blanks other than the signature line. The purpose of this Assignment
is to enable execution of the Company’s Reacquisition Rights set forth in the Restricted Stock Agreement without requiring additional signatures on your part.
As Escrow Agent for both Nextest Systems Corporation, a Delaware corporation (the “Company”), and the undersigned recipient of stock of the
Company (“Recipient”), you are hereby authorized and directed to hold the certificate or certificates evidencing the shares of the Company’s Common Stock (the “Shares”) granted under an Award issued pursuant to the
Company’s 2006 Equity Incentive Plan (the “Plan”) and the documents delivered to you pursuant to that certain Restricted Stock Grant Notice (the “Grant Notice”), dated
, 20 and Restricted Stock Agreement (the “Agreement”) of the same date, in
accordance with the following instructions:
1. In the event Recipient’s service as an employee or director of, or a consultant to, the Company is
terminated, under circumstances set forth in Section 7 of the Agreement, the Company or its assignee will deliver to Recipient and you a written notice specifying that the certificate or certificates evidencing the Shares shall be transferred
to the Company for cancellation or further transfer pursuant to any waiver of Reacquisition Rights pursuant to Section 7 of the Agreement. Recipient and the Company hereby irrevocably authorize and direct you to complete such transfer in
accordance with the terms of such notice.
2. In order to complete the share transfer, you are specifically directed (a) to date any forms of
Assignments Separate from Certificate in your possession necessary for the transfer, (b) to insert the number of Shares being transferred in such forms, and (c) to deliver same, together with the certificate or certificates evidencing the
Shares to the Company.
3. Recipient irrevocably authorizes the Company to deposit with you any certificates registered in his/her name evidencing the
Shares and any additions to and substitutions for the Shares as specified in the Grant Notice. Recipient hereby irrevocably constitutes and appoints you as Recipient’s attorney-in-fact and agent for the term of this escrow to execute with
respect to such securities and other property all documents of assignment and/or transfer and all stock certificates necessary or appropriate to make all securities negotiable and complete any transaction herein contemplated.
4. This escrow shall terminate upon vesting of the Shares or upon the earlier return of the Shares to the Company.
5. If at the time of termination of this escrow you have in your possession any documents, securities, or other property belonging to Recipient, you shall deliver all of
same to Recipient or his or her permitted assigns or representatives and shall be discharged of all further obligations hereunder.
6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties
7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in
relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties or their assignees. You shall not be personally liable for any act you may do or omit to
do hereunder as Escrow Agent or as attorney-in-fact for Recipient while acting in good faith and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.
8. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders
or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree of any court, you shall not be liable to any of
the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without
9. You shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or
purporting to execute or deliver the Grant Notice or any documents or papers deposited or called for hereunder.
10. You shall not be liable for the loss
of any rights under any statute of limitations with respect to these Joint Escrow Instructions or any documents deposited with you.
11. You shall be
entitled to employ such legal counsel, including but not limited to the Company’s counsel, and other experts as you may deem necessary to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and
may pay such counsel reasonable compensation therefor.
12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an
employee of the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company may appoint any officer or assistant officer of the Company as successor Escrow Agent and Recipient hereby confirms the
appointment of such successor or successors as his attorney-in-fact and agent to the full extent of your appointment.
13. If you reasonably require other
or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.
14. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Shares, you may (but are not obligated to) retain in your possession without
liability to anyone all or any part of such securities until such dispute
shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent
jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.
15. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in any United States Post Box, by registered or certified mail with
postage and fees prepaid, addressed to each of the other parties hereunto entitled at the following addresses, or at such other addresses as a party may designate by ten (10) days’ written notice to each of the other parties hereto:
Nextest Systems Corporation
1901 Monterey Road
San Jose, CA 95112
Attn: President & Chief Executive Officer
Nextest Systems Corporation
1901 Monterey Road
San Jose, CA 95112
Attn: General Counsel and Secretary
16. By signing these Joint Escrow Instructions you become a party hereto only for the purpose of the Joint Escrow
Instructions; you do not become a party to the Grant Notice.
17. All of your costs and expenses, including without limitation attorneys fees and
disbursements and the fees and expenses of other advisors, incurred in performing your duties as Escrow Agent hereunder should be promptly paid by the Company upon submission of appropriate documentation.
18. This instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. It is understood and
agreed that references to “you” or “your” herein refer to the original Escrow Agent and to any and all successor Escrow Agents. It is understood and agreed that the Company may at any time or from time to time assign its rights
under the Grant Notice and these Joint Escrow Instructions in whole or in part.
Very truly yours,
Nextest Systems Corporation
STATEMENT OF DECISION
REGARDING SECTION 83(b) ELECTION
undersigned, a purchaser of shares of Common Stock of Nextest Systems Corporation (the “Company”) and a party to a Restricted Stock Grant Agreement with the Company (the “Agreement”), hereby states as follows:
1. I acknowledge receipt of a copy of the Agreement. I have carefully reviewed the
2. I either [check as applicable]:
have consulted, and have been fully advised by, my tax advisor
whose business address is
regarding the federal, state, and local tax consequences of purchasing shares under the Agreement, and particularly regarding the advisability of making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, (the
“Code”), and pursuant to any corresponding provisions of applicable state laws; or
have knowingly chosen not to consult such a tax advisor.
3. I have decided[check as applicable]:
to make an election pursuant to Section 83(b) of the Code by filing an election form with the appropriate tax authorities within 30 days of the
undersigned’s purchase under the Agreement, and am submitting to the Company, together with my executed Agreement, three duplicate copies of executed election forms; or
not to make an election pursuant to Section 83(b) of the Code.
I acknowledge that the Company is not responsible for taking any action with respect to an
83(b) election and that I have the sole responsibility for timely filing any Section 83(b) election with the Internal Revenue Service and any state revenue authorities, and will hold the Company and its agents harmless from any failure to
timely file an Section 83(b) election.
ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986
The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross income for
the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer’s receipt of the property described below:
The name address, taxpayer identification number and taxable year of the undersigned are as follows:
NAME OF TAXPAYER:
NAME OF SPOUSE:
IDENTIFICATION NO. OF TAXPAYER:
IDENTIFICATION NO. OF SPOUSE:
property with respect to which the election is made is described as follows: shares (the “Shares”) of the Common Stock of Nextest Systems Corporation (the
3. The date on which the property was transferred is:
4. The property is subject to the following restrictions:
The Shares may not be transferred and are subject to forfeiture under the terms of an
agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction of certain conditions in such agreement.
5. The fair market
value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $
6. The amount paid for
such property is: $ .
undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s receipt of the above-described property. The transferee of such property is the person performing the
services in connection with the transfer of said property.
THE UNDERSIGNED UNDERSTANDS THAT THE FOREGOING ELECTION MAY NOT BE REVOKED EXCEPT WITH THE CONSENT OF THE COMMISSIONER.
The undersigned spouse of taxpayer joins in this election.
Spouse of Taxpayer
CONSENT OF SPOUSE
have read and hereby approve the Nextest Systems Corporation 2006 Equity Incentive Plan Restricted Stock Grant Notice and Restricted Stock Agreement, dated
, and all attachments thereto (collectively, the “Agreement”). In consideration of the granting of securities to
my spouse as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact with respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in
said Agreement, or any securities issued thereunder, under the community property laws or similar laws relating to marital property in effect in our state of residence as of the date of execution of the Agreement.