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EXHIBIT 10-J
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UNITRODE CORPORATION
0 XXXXXXXXXXX XXXXXXXXX
XXXXXXXXX
XXX XXXXXXXXX 00000-0000
TEL (000) 000-0000
[UNITRODE LOGO] FAX (000) 000-0000
August 9, 1993
Xx. Xxxxxx X. Xxxxx
00 Xxxxxx Xxxx Xxxx
Xxxxxxx, XX 00000
Dear Xx. Xxxxx:
This letter shall serve as the Restricted Stock Award Agreement (the
"Agreement") between you and Unitrode Corporation (the "Corporation"). In
consideration of services rendered by you to the Corporation, the Board of
Directors of the Corporation has determined to award to you 20,000 shares (the
"Shares") of the common stock of the Corporation. The award is effective as of
August 9, 1993 (the "Award Date").
This award is made upon the terms, conditions, restrictions and other provisions
of the Agreement set forth herein, as follows:
1. RESTRICTIONS AND CASH BONUS
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(a) During the period of five years after the Award Date, you shall
not sell, exchange, transfer, pledge, hypothecate or otherwise
dispose of the Shares awarded to you except for Shares which have
become vested, as hereinafter provided, and except that title to
Shares which have not vested may pass on your death to your
personal representative, provided such Shares shall otherwise
remain subject to all of the provisions of this Section.
(b) Shares shall vest over said five-year period upon the
satisfaction by you of the condition that you continue to be
employed by the Corporation or any subsidiary as of each vesting
date.
(c) On each anniversary of the Award Date during said five-year
period, if you are employed by the Corporation or any subsidiary,
twenty percent (20%) of the Shares shall become vested. Any
Shares that do not become vested hereunder shall be forfeited
and conveyed to the Corporation.
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AUGUST 9, 1993
PAGE 2.
(d) As soon as practicable after Shares have become vested, the
Corporation shall pay a cash bonus to you equal to the lesser of
(i) one hundred percent (100%) of the fair market value of such
Shares multiplied by a fraction, the numerator of which is the
maximum marginal Federal income tax rate then in effect and the
denominator of which is 100% minus such tax rate; and (ii) two
hundred percent (200%) of the fair market value of such Shares as
of the Award Date. In any event, the aggregate of the cash
bonuses paid in connection with Shares which have become vested
shall not be greater than the fair market value of the Shares
awarded to you determined as of the Award Date.
(e) If you should die or become totally disabled prior to the
expiration of said five-year period, all of the Shares awarded to
you which have not yet become vested shall be forfeited and
conveyed to the Corporation except for that number of such Shares
which would have become vested on the next anniversary of the
Award Date, if you had not died or become disabled. Such number
of Shares shall then become vested and a cash bonus computed in
accordance with subsection (d) of this Section shall be paid in
respect thereof to you or your estate.
(f) Notwithstanding any other provision of this Section or of any
other Sections of this Agreement, all Shares awarded hereunder
which have not yet become vested or been forfeited to the
Corporation shall become vested in the event of a change in
control of the Corporation, and the Corporation shall then pay a
cash bonus in accordance with subsection (d) hereof in respect to
all such shares.
2. PROVISIONS RELATING TO SECURITIES ACT
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(a) Shares shall be registered in your name on the stock and transfer
records of the Corporation and stock certificates delivered as
soon as practicable following the Award Date; provided, however,
that if at any time the Board of Directors of the Corporation
shall determine that the listing upon any securities exchange or
the registration or qualification under any federal or state law
of the Shares to be awarded, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a
condition of or in connection with the award of such Shares,
registration on the stock and transfer records and delivery of
stock certificates may be delayed until such listing,
registration, qualification, consent or approval shall have been
effected or obtained, free of any conditions not acceptable to
the Board of Directors.
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AUGUST 9, 1993
PAGE 3.
(b) Delivery of Shares shall be made from shares of authorized but
unissued common stock of the Corporation.
(c) Notwithstanding any other provision of this Agreement, the
Corporation may delay registration on its stock and transfer
records and delivery of stock certificates until one of the
following conditions shall have been satisfied:
(i) The Shares to be awarded at the time of the award
effectively registered under the Securities Act of 1993 as
now in force or hereafter amended (the "Act");
(ii) A no-action letter in respect of the award of such
Shares shall have been obtained by the Corporation from the
Securities and Exchange Commission; or
(iii) Counsel for the Corporation shall have given an
opinion, which opinion shall not be unreasonably
conditioned or withheld, that such Shares are exempt from
registration under the Act.
Moreover, unless the Shares to be awarded have been effectively
registered under the Act, the Corporation shall be under no
obligation to make any award of Shares unless you shall first
give a written representation to the Corporation, satisfactory
in form and scope to the Corporation's counsel and upon which in
the opinion of such counsel the Corporation may reasonably rely,
that you are acquiring the Shares awarded to you as an
investment and not with a view to or for sale in connection with
any distribution of any shares in violation of the Act. Each
certificate representing shares of stock delivered pursuant to
an award and any certificates issued in replacement thereof
shall bear a legend referring to such investment representation.
(d) The Corporation shall undertake to use its best efforts to
register the Shares awarded under the Act on Form S-3 within one
year of the Award Date.
3. DEPOSIT OF SHARES IN ESCROW
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In light of the restrictions imposed by this Agreement, certificates of
stock representing Shares awarded under the Plan shall bear a legend to
the effect that the Shares represented thereby may not be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed of
except in accordance with the terms of this Agreement and the transfer
agent for the common stock of the Corporation shall be so instructed.
Further, you shall deposit such certificates together with a
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AUGUST 9, 1993
[UNITRODE LOGO] PAGE 4.
stock power or other instrument of transfer, appropriately endorsed in
blank with signatures guaranteed, with an escrow agent designated by the
Executive Compensation Committee of the Board of Directors under a
deposit agreement requiring the Shares to be held in escrow until the
restrictions as to such Shares imposed by Section 1 shall have lapsed,
and containing such other terms and conditions as the Committee shall
approve, all expenses of any such escrow to be borne by the Corporation.
During the period while the Shares are held in escrow, you, as the
registered holder of such Shares, shall be entitled to vote the same and
to receive all dividends declared thereon.
4. LISTING OF STOCK
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So long as the common stock of the Corporation is listed on the New York
Stock Exchange, the Corporation shall take any necessary steps so that
the Shares awarded to you are listed by the Exchange or will be so
listed upon notice of issuance.
5. NO CONTRACTUAL RIGHT TO PARTICIPATE AND NO RIGHT TO CONTINUED EMPLOYMENT
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Nothing herein shall be deemed to give you or your legal
representatives or assigns, or any other person claiming under or
through you, any contractual or other right to participate in the
benefits of this Agreement. Nothing herein and no action or award
hereunder shall be construed to constitute or be evidence of any
agreement or understanding, express or implied, on the part of the
Corporation to employ or retain you in its employ for any specific
period of time.
6. TRANSFERABILITY
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Except as otherwise specifically provided herein, no right or interest
hereunder shall be assignable or transferable, in whole or in part,
either directly or by operation of law or otherwise including, but not
by way of limitation, execution, levy, garnishment, attachment, pledge,
bankruptcy or in any
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AUGUST 9, 1993
[UNITRODE LOGO] PAGE 5.
other manner (except devolution by death); and no such right or interest
shall be subject to any obligation or liability of yours.
7. WITHHOLDING OF INCOME TAXES
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The Corporation shall have the right to deduct from any cash bonus paid
hereunder any federal, state or local taxes required by law to be
withheld with respect to any event hereunder which results in taxable
income to you.
Would you please sign and return the enclosed copy of this letter to evidence
your acceptance of the award and your agreement to the terms and conditions
contained herein.
UNITRODE CORPORATION
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Xxxxx X. Xxxxxxxx
Senior Vice President
and General Counsel
AGREED AND ACCEPTED:
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Xxxxxx X. Xxxxx
August 9, 1993
