Exhibit 10.27
(XXXXXXXXX SEMICONDUCTOR(R) LOGO) XXXXXXXXX SEMICONDUCTOR STOCK PLAN
DEFERRED STOCK UNIT AGREEMENT
PARTICIPANT: Xxxxxxx Xxxxxxx EMPLOYEE ID: D0798 GLOBAL ID:
DATE OF GRANT: April 28, 2003
NUMBER OF DEFERRED STOCK UNITS GRANTED: 11,667
THIS AGREEMENT, effective as of the Date of Grant set forth above, is between
Xxxxxxxxx Semiconductor International, Inc., a Delaware corporation (the
"Company", "we", "our" or "us") and the Participant named above ("you" or
"yours"), pursuant to the provisions of the Xxxxxxxxx Semiconductor Stock Plan
(the "Plan") with respect to the number of Deferred Stock Units ("Units")
specified above. Capitalized terms used and not defined in this Agreement shall
have the meanings given to them in the Plan. This Agreement consists of this
document, any related Settlement Election Form, and the Plan.
You and the Company agree as follows:
1. APPLICATION OF This Agreement and your rights under this Agreement are
PLAN; ADMINISTRATION subject to all the terms and conditions of the Plan, as
it may be amended from time to time, as well as to such
rules and regulations as the Committee may adopt. It is
expressly understood that the Committee that administers
the Plan is authorized to administer, construe and make
all determinations necessary or appropriate to the
administration of the Plan and this Agreement, all of
which shall be binding upon you to the extent permitted
by the Plan. Any inconsistency between this Agreement
and the Plan shall be resolved in favor of the Plan.
2. VESTING The Units will vest (becoming "Vested Units") on the
following Vesting Dates if you are employed or in the
service of the Company or an Affiliate on those dates:
Vesting Date Percentage Vested
(including portion that
vested the preceding year)
1st Anniversary of Grant Date............... 25%
2nd Anniversary of Grant Date............... 50%
3rd Anniversary of Grant Date............... 75%
4th Anniversary of Grant Date............... 100%
3. RIGHTS AS You will not be entitled to any privileges of ownership
STOCKHOLDER of the shares of Common Stock underlying your Units
(the "Shares") unless and until Shares are actually
delivered to you under this Agreement.
4. DIVIDENDS You will be credited with additional Deferred Stock
Units having a value equal to declared dividends, if
any, with record dates that occur prior to the
settlement of any Units as if such Units had been actual
Shares, based on the Fair Market Value of a Share on the
applicable dividend payment date. Any such additional
Deferred Stock Units shall be considered Units under
this Agreement and shall also be credited with
additional Deferred Stock Units as dividends, if any,
are declared, and shall be subject to the same
restrictions and conditions as Units with respect to
which they were credited. Notwithstanding the foregoing,
no such additional Deferred Stock Units will be credited
with respect to any dividend in connection with which
Units are adjusted pursuant to Section 3(c) of the Plan.
5. SETTLEMENT OF UNITS (a) Time of Settlement. Each Vested Unit will be
settled by the delivery of one Share to you or, in
the event of your death, to your designated
beneficiary, promptly following the date or dates
(any such date, the "Settlement Date") you have
elected on the attached Settlement Election Form.
You may change the Settlement Election Date one
time only, and only to a later date, as provided in
the Settlement Election Form.
(b) Termination Prior to Settlement Date. If your
employment or service with the Company is
terminated prior to any Settlement Date, your Units
will be treated as specified in the Settlement
Election Form.
(c) Forfeiture of Unvested Units. All Units that are
not Vested Units at the time of termination will be
forfeited effective as of the last Settlement Date
to occur under this Agreement.
6. TRANSFERABILITY Your Units are not transferable, whether voluntarily or
involuntarily, by operation of law or otherwise, except
as provided in the Plan. Any assignment, pledge,
transfer, or other disposition, voluntary or
involuntary, of your Units made, or any attachment,
execution, garnishment, or lien issued against or placed
upon the Units, other than as so permitted, shall be
void.
7. TAXES (a) Social Security and Medicare Taxes. You may be
subject to Social Security tax, and you will be
subject to Medicare tax on the date or dates your
Units become Vested Units under Section 2 above,
based on the Fair Market Value of the Shares
underlying the Units that vest. The Company will
pay such taxes on your behalf, including any
income, Social Security and Medicare taxes
attributable to the Company's payment of such
taxes. Payments on your behalf will be reflected
in your compensation for federal, state and local
income tax purposes.
(b) Income Taxes. You will be subject to U.S. federal
income tax on the Settlement Date, based on the
Fair Market Value of Shares received in settlement
of Vested Units. YOU WILL BE SOLELY RESPONSIBLE FOR
THE PAYMENT OF ALL SUCH INCOME TAXES, AS WELL AS
FOR ANY OTHER STATE, LOCAL OR NON-U.S. TAXES THAT
MAY BE RELATED TO YOUR RECEIPT OF THE SHARES. Not
later than 90 days before any scheduled Settlement
Date, you must arrange with the Company for the
timely payment of all withholding taxes the Company
is obligated to collect from you and remit to U.S.
and other applicable tax authorities.
8. MISCELLANEOUS (a) This Agreement shall not confer upon you any right
to continue as an employee, or otherwise in the
service of, the Company or any Affiliate, nor shall
this Agreement interfere in any way with the
Company's or such Affiliate's right to terminate
your employment or service at any time.
(b) Without limiting the generality of Section 1 above,
with the approval of the Board, and subject to the
terms of the Plan, the Committee may terminate,
amend, or modify the Plan; provided, however, that
no such termination, amendment, or modification of
the Plan may in any way adversely affect your
rights under this Agreement without your consent.
(c) This Agreement will be subject to all applicable
laws, rules, and regulations, and to such approvals
by any governmental agencies or stock exchanges as
may be required.
(d) To the extent not preempted by U.S. federal law,
this Agreement shall be governed by, and construed
in accordance with, the laws of the State of
Delaware.
9. SIGNATURES By the signatures below, the Participant and the
authorized representative of the Company acknowledge
agreement to this Deferred Stock Unit Agreement as of
the Grant Date specified above.
PARTICIPANT: XXXXXXXXX SEMICONDUCTOR
INTERNATIONAL, INC.
______________________ /s/ Xxxx X. Xxxx
XXXXXXX XXXXXXX Xxxx X. Xxxx
Chairman, President and CEO
TO ACCEPT YOUR DSU GRANT:
1. Sign BOTH copies of this Deferred Stock Unit Agreement;
2. Sign the BOTH copies of the Settlement Election Form;
3. Retain one copy of each for your records;
4. Return one copy of each in the enclosed envelope to the Human Resources
Service Center, Mail Stop 35-1D, 00 Xxxxxxx Xxxx Xxxx, Xxxxx Xxxxxxxx,
XX 00000 XXX.
(XXXXXXXXX SEMICONDUCTOR(R) LOGO) XXXXXXXXX SEMICONDUCTOR STOCK PLAN
DEFERRED STOCK UNIT SETTLEMENT ELECTION FORM
This Settlement Election Form relates to the following grant of Deferred Stock
Units:
PARTICIPANT: Xxxxxxx Xxxxxxx EMPLOYEE ID: D0798 GLOBAL ID:
DATE OF GRANT: April 28, 2003
NUMBER OF DEFERRED STOCK UNITS GRANTED: 11,667
1. SETTLEMENT ELECTION CHECK ONLY ONE OPTION:
_____ SPECIFIED DATE. Subject to Sections 2 and 3
below, I elect to have all Vested Units that
I may hold under the Deferred Stock Unit Award
Agreement to which this election relates
settled by delivery of Shares to me on
____________________, which date is at least
one year following the Grant Date of such
Units. If the date specified occurs before
the last scheduled Vesting Date under this
grant, then Units that vest after such
specified date will be settled promptly
following any such subsequent Vesting Date(s).
_____ VESTING DATES. Subject to Sections 2 and 3
below, I elect to have Vested Units that I may
hold under the Deferred Stock Unit Award
Agreement to which this election relates
settled by delivery of Shares to me promptly
following each date or dates on which vesting
of Units occurs.
2. AUTOMATIC I hereby acknowledge and agree that (a) if my
SETTLEMENT UPON employment is terminated for any reason other than
TERMINATION Cause, Death or Disability, any Vested Units will be
settled on the first anniversary of my termination date,
b) if my employment is terminated for Cause, all units
will be immediately forfeited, and (c) if my employment
is terminated for Death or Disability, any Vested Units
will be settled following my termination date.
3. ONE-TIME CHANGE OF I understand that, once, but only once, I can change my
ELECTION PERMITTED election to a later (but not earlier) Settlement Date
than indicated in Section 1 above by filing a new
Settlement Election Form with the Company at any time on
or before the day (the "Change Deadline Day") that falls
one year before the earliest Settlement Date that would
occur based on my election in Section 1. I understand
that I cannot change my election after the Change
Deadline Day, and that I cannot change my election more
than once. If the Change Deadline Day falls on a day
that is not a business day for the Company, then the
last day to change the election in Section 1 will be the
first business day following the Change Deadline Day.
Any new Settlement Election Form will revoke the
previously filed Settlement Election Form, except that,
if any Settlement Date purportedly elected on the new
form falls within one year after the Change Deadline
Day, then such new form will have no effect and the
previously elected Settlement Date shall continue to
apply.
4. SIGNATURE
PARTICIPANT: DATED AS OF:
April 28, 2003
--------------------------- --------------
XXXXXXX XXXXXXX
TO ACCEPT YOUR DSU GRANT:
1. Sign BOTH copies of the Deferred Stock Unit Agreement;
2. Sign the BOTH copies of this Settlement Election Form;
3. Retain one copy of each for your records;
4. Return one copy of each in the enclosed envelope to the Human Resources
Service Center, Mail Stop 35-1D, 00 Xxxxxxx Xxxx Xxxx, Xxxxx Xxxxxxxx,
XX 00000 XXX.
