MICROCHIP TECHNOLOGY INCORPORATED RESTRICTED STOCK UNITS AGREEMENT (Foregin)
EXHIBIT
10.4
MICROCHIP
TECHNOLOGY INCORPORATED
2004
EQUITY INCENTIVE PLAN
(Foregin)
1. Grant
of Restricted Stock Units. The Company hereby grants to the
Grantee named in the Notice of Grant of Restricted Stock Units (“Grant Notice”)
an Award of Restricted Stock Units (“RSU/s”), as set forth in the Grant Notice
and subject to the terms and conditions in this Restricted Stock Unit Agreement
(“Agreement”) and the Company’s 2004 Equity Incentive Plan (the
“Plan”). Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Agreement.
2. Company's
Obligation. Each RSU represents the right to receive a Share in
accordance with the Vesting Period in the Grant Notice. Unless and
until the RSUs vest, the Grantee will have no right to receive Shares underlying
such RSUs. Prior to actual distribution of Shares pursuant to any
vested RSUs, such RSUs will represent an unsecured obligation of the Company,
payable (if at all) only from the general assets of the Company.
3. Vesting
Schedule. Subject to paragraph 4 of this Agreement, the RSUs
awarded by this Agreement will vest and all restrictions lapse according
to the
vesting schedule specified in the Grant Notice.
4. Forfeiture
upon Termination as a Service Provider. Notwithstanding any
contrary provision of this Agreement or the Grant Notice, if the Grantee
terminates service as a Service Provider for any or no reason prior to vesting,
the unvested RSUs awarded by this Agreement will thereupon be forfeited at
no
cost to the Company.
5. Payment
after Vesting. Any RSUs that vest in accordance with paragraph 3
of this Agreement will be paid to the Grantee (or in the event of the Grantee's
death, to his or her estate) in Shares, upon satisfaction, as determined
by the
Company, of any required tax or other withholding as set forth in Section
9 of
this Agreement. The Shares will be issued to the Grantee as soon as
practicable after the vesting date, but in any event, within the period ending
on the later to occur of the date that is two and a half (2 ½) months from the
end of (i) the Grantee’s tax year that includes the applicable vesting date, or
(ii) the Company’s tax year that includes the applicable vesting
date.
6. Payments
after Death. Any distribution or delivery to be made to the
Grantee under this Agreement will, if the Grantee is then deceased, be made
to
the administrator or executor of the Grantee’s estate. Any such
administrator or executor must furnish the Company with (a) written notice
of
his or her status as transferee, and (b) evidence satisfactory to the Company
to
establish the validity of the transfer and compliance with any laws or
regulations pertaining to said transfer.
7. Grant
is Not Transferable. Except to the limited extent provided in
paragraph 6 of this Agreement, this grant and the rights and privileges
conferred hereby will not be transferred, assigned, pledged or hypothecated
in
any way (whether by operation of law or otherwise) and will not be subject
to
sale under execution, attachment or similar process. Upon any attempt
to transfer, assign, pledge, hypothecate or otherwise dispose of this grant,
or
any right or privilege conferred hereby, or upon any attempted sale under
any
execution, attachment or similar process, this grant and the rights and
privileges conferred hereby immediately will become null and void.
8. Rights
as Stockholder. Neither the Grantee nor any person claiming under
or through the Grantee will have any of the rights or privileges of a
stockholder of the Company in respect of any Shares deliverable hereunder
unless
and until certificates representing such Shares will have been issued, recorded
on the records of the Company or its transfer agents or registrars, and
delivered to the Grantee or Xxxxxxx’s broker or had the Shares electronically
transferred to Xxxxxxx’s account.
9. Tax
Obligations. Xxxxxxx agrees to make appropriate arrangements with
the Company (or the Parent or Subsidiary employing or retaining Grantee)
in
accordance with the procedures offered by the Company for the satisfaction
of
all Federal, state, local and foreign income and employment tax withholding
requirements applicable to the issuance of Shares pursuant to an RSU
Award. Except as otherwise determined by the Administrator, Xxxxxxx
also agrees to reimburse or pay the Company (including its Subsidiary) in
full,
any liability that the Company incurs towards any fringe benefit tax (“FBT”),
social tax, or other tax or costs paid or payable in respect of the grant,
vesting, delivery, cancellation, or transfer of the RSU or the underlying
Shares, within the time and in the manner prescribed by the
Company. The Administrator may in its sole discretion determine
whether the minimum required withholding taxes and/or FBT with respect to
such
RSUs will be paid by selling a portion of vested shares or by direct payment
from the Grantee to the Company, by some other method, or by some combination
thereof. Xxxxxxx agrees to execute any additional documents requested
by the Company for such reimbursement of such taxes to the Company.
The
Grantee grants to the Company the irrevocable authority, as agent of Grantee
and
on his behalf, to sell or procure the sale of sufficient Shares subject to
this
Award so that the net proceeds receivable by the Company are as far as possible
equal to but not less than the amount of any tax the Grantee is liable for
(including FBT pursuant to the preceding paragraph) and the Company shall
remit
any balance to Grantee.
Xxxxxxx
acknowledges and agrees that the Company may refuse to deliver Shares if
Xxxxxxx
has not made appropriate arrangements with the Company to satisfy the minimum
tax withholding requirements or FBT.
10. Acknowledgments. The
Grantee expressly acknowledges the following:
(a) The
Company (whether or not Grantee’s employer) is granting the
Award. That the grant of the Award, future grants of Awards, and
benefits and rights provided under the
2
Plan
are
at the complete discretion of the Company and do not constitute regular or
periodic payments. No grant of Awards will be deemed to create any
obligation to grant any further Awards, whether or not such a reservation
is
explicitly stated at the time of such a grant. The benefits and
rights provided under the Plan are not to be considered part of Grantee’s salary
or compensation for purposes of calculating any severance, resignation,
redundancy or other end of service payments, vacation, bonuses, long-term
service awards, indemnification, pension or retirement benefits, or any other
payments, benefits or rights of any kind. Grantee waives any and all
rights to compensation or damages as a result of the termination of employment
with the Company or its subsidiaries for any reason whatsoever insofar as
those
rights result or may result from:
(i) the
loss or diminution in value of such rights under the Plan, or
(ii) Grantee
ceasing to have any rights under, or ceasing to be entitled to any rights
under
the Plan as a result of such termination.
(b) The
Company has the right, at any time to amend, suspend or terminate the
Plan. The Plan will not be deemed to constitute, and will not be
construed by Grantee to constitute, part of the terms and conditions of
employment, and that the Company will not incur any liability of any kind
to
Grantee as a result of any change or amendment, or any cancellation, of the
Plan
at any time.
(c) The
Grantee's employment with the Company and its Subsidiaries is not affected
at
all by any Award and it is agreed by the Grantee not to create an
entitlement. Accordingly, the terms of the Grantee's employment with
the Company and its Subsidiaries will be determined from time to time by
the
Company or the Subsidiary employing the Grantee (as the case may be), and
the
Company or the Subsidiary will have the right, which is hereby expressly
reserved, to terminate or change the terms of the employment of the Grantee
at
any time for any reason whatsoever, with or without good cause or notice,
except
as may be expressly prohibited by the laws of the jurisdiction in which the
Grantee is employed.
(d) By
entering into this Agreement, and as a condition of the grant of the Award,
Grantee consents to the collection, use, and transfer of personal data as
described in this subsection to the full extent permitted by and in full
compliance with Applicable Law.
(i) Grantee
understands that the Company and its Subsidiaries hold certain personal
information about the Grantee, including, but not limited to, name, home
address
and telephone number, date of birth, social insurance number, salary,
nationality, job title, any Shares or directorships held in the Company,
details
of all Awards or other entitlement to Shares awarded, canceled, exercised,
vested, unvested, or outstanding in Grantee’s favor, for the purpose of managing
and administering the Plan (“Data”).
(ii) Grantee
further understands that the Company and/or its Subsidiaries will transfer
Data
among themselves as necessary for the purposes of implementation,
administration, and management of Grantee’s participation in the Plan, and that
the Company and/or its Subsidiary may each further transfer Data to any third
parties assisting the Company in the implementation, administration, and
management of the Plan (“Data Recipients”).
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(iii) Grantee
understands that these Data Recipients may be located in Grantee’s country of
residence or elsewhere, such as the United States. Grantee authorizes
the Data Recipients to receive, possess, use, retain, and transfer Data in
electronic or other form, for the purposes of implementing, administering,
and
managing Xxxxxxx’s participation in the Plan, including any transfer of such
Data, as may be required for Plan administration and/or the subsequent holding
of Shares on Xxxxxxx’s behalf, to a broker or third party with whom the Shares
acquired on exercise may be deposited.
(iv) Grantee
understands that Grantee may, at any time, review the Data, request that
any
necessary amendments be made to it, or withdraw Xxxxxxx’s consent herein in
writing by contacting the Company. Grantee further understands that
withdrawing consent may affect Xxxxxxx’s ability to participate in the
Plan.
(e) Choice
of Language.
(i) For
Employees of Canadian Locations: The undersigned agrees that it is
his or her express wish that this form and all documents relating to his
participation in the scheme be drawn in the English language only. Le
soussigné convient que xx xxxxxxx expresse est que ce formulaire ainsi que tous
les documents se rapportant à sa participation au régime soient rédigés en
langue anglaise seulement.
(ii) For
Employees of Locations Other than Canada: Grantee has received this
Agreement and any other related communications and consents to having received
these documents solely in English.
11. Binding
Agreement. Subject to the limitation on the transferability of
this grant contained herein, this Agreement will be binding upon and inure
to
the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.
12. Additional
Conditions to Issuance of Stock. If at any time the Company will
determine, in its discretion, that the listing, registration or qualification
of
the Shares upon any securities exchange or under any state or federal law,
or
the consent or approval of any governmental regulatory authority is necessary
or
desirable as a condition to the issuance of Shares to the Grantee (or his
or her
estate), such issuance will not occur unless and until such listing,
registration, qualification, consent or approval will have been effected
or
obtained free of any conditions not acceptable to the Company. The
Company will make all reasonable efforts to meet the requirements of any
such
state or federal law or securities exchange and to obtain any such consent
or
approval of any such governmental authority.
13. Administrator
Authority. The Administrator has the power to interpret the Plan,
the Grant Notice and this Agreement and to adopt such rules for the
administration, interpretation and application thereof as are consistent
therewith and to interpret or revoke any such rules (including, but not limited
to, the determination of whether or not any RSUs
4
have
vested). All actions taken and all interpretations and determinations
made by the Administrator in good faith will be final and binding upon Grantee,
the Company and all other interested persons. No member of the
Administrator will be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan, the Grant Notice
or
this Agreement.
14. Notice
Requirement. Where there is a legal requirement for any notice or
document to be sent to any person by any other person, it shall be considered
sent if an electronic transmission of the relevant information is sent in
a form
previously determined as being acceptable to the Administrator. For
the avoidance of doubt, the Administrator may dispense with the requirement
to
tender a certificate on the issuance of Shares under an RSU Award where the
Administrator authorizes any system permitting electronic
notification.
15. Address
for Notices. Any notice to be given to the Company under the
terms of this Agreement will be addressed to the Company at 0000 Xxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxxxx XX 00000, Attn: Stock Administration, or at such
other address as the Company may hereafter designate in writing or
electronically.
16. Entire
Agreement; Governing Law. The Plan and Grant Notice are
incorporated herein by reference. The Plan, Grant Notice and this
Agreement constitute the entire agreement of the parties with respect to
the
subject matter hereof and supersede in their entirety all prior undertakings
and
agreements of the Company and Grantee with respect to the subject matter
hereof,
and may not be modified adversely to the Grantee’s interest except by means of a
writing signed by the Company and Grantee. The Company will
administer the Plan from the United States of America. This
Agreement, the Grant Notice and all Awards are governed by the internal
substantive laws, but not the choice of law principles, of the State of Arizona,
United States of America.
By
Xxxxxxx’s signature or electronic acceptance, Xxxxxxx agrees that this Award is
granted under and governed by the terms and conditions of the Plan, the Grant
Notice and this Agreement. Grantee has reviewed the Plan, the Grant
Notice and this Agreement in their entirety, has had an opportunity to obtain
the advice of counsel prior to executingthis
Agreement and fully understands all provisions of the Plan, the Grant Notice
and
this Agreement. Grantee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator
upon
any questions relating to the Plan, the Grant Notice and this
Agreement.
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GRANTEE
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MICROCHIP
TECHNOLOGY INCORPORATED
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______________________________________
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By
_____________________________________
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Signature
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Xxxxx
Xxxxxx, President and CEO
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______________________________________
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Print
Name
______________________________________
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Date
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