EXHIBIT 10.3
(FAIRCHILD LOGO)
XXXXXXXXX SEMICONDUCTOR STOCK PLAN
DEFERRED STOCK UNIT AGREEMENT
PARTICIPANT:
DATE OF GRANT:
NUMBER OF DEFERRED STOCK UNITS GRANTED:
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 This Agreement and your rights under this Agreement are
OF PLAN; subject to all the terms and conditions of the Plan, as
ADMINISTRATION 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 dates (each a "Vesting Date" and collectively,
the "Vesting Dates") if you are a member of the Board on
those dates:
Vesting Date Percentage Vested
(including portion that vested the
preceding year)
Last date prior to the date on which the Company
holds its 2006 annual stockholders' meeting... 33%
Last date prior to the date on which the Company
holds its 2007 annual stockholders' meeting... 66%
Last date prior to the date on which the Company
holds its 2008 annual stockholders' meeting 100%
; provided, that, your Units will vest in their entirety
upon your Retirement.
3. RIGHTS AS Except as otherwise provided in this Agreement, you will
STOCKHOLDER not be entitled to any privileges of ownership 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 (a) Time of Settlement. Each Vested Unit will be settled
OF UNITS by the delivery of one Share to you or, in the event
of your death, to your designated beneficiary,
promptly following the date (such date, the
"Settlement Date") you have elected on the attached
Settlement Election Form. You hereby authorize any
brokerage service provider determined acceptable to
the Company, to open a securities account for you to
be used for the settlement of Vested Units. You may
change the Settlement Election Date one time only,
and only to a later date, as provided in Section 3
of the Settlement Election Form, subject to the
important restrictions contained in such Section 3.
(b) Termination Prior to Settlement Date. If your
service as a member on the Board 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 your service as a member on
the Board is terminated will be forfeited effective
as of the date of such termination of service.
6. TRANSFERABILITY (a) 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.
(b) You acknowledge that, from time to time, the Company
may be in a "blackout period" and/or subject to
applicable securities laws that could subject you to
liability for engaging in any transaction involving
the sale of the Company's shares. You further
acknowledge and agree that, prior to the sale of any
Shares, it is your responsibility to determine
whether or not such sale of Shares will subject you
to liability under xxxxxxx xxxxxxx rules or other
applicable securities laws.
7. TAXES You are solely liable and responsible for the
satisfaction and payment of all taxes owed by you in
connection with your Units, regardless of any action the
Company takes with respect to any tax obligations that
arise in connection with the Units. The Company makes no
representation or undertaking regarding the treatment of
any tax withholding in connection with the grant or
vesting of the Units or the subsequent sale of any of
the Shares underlying the Units that vest. The Company
does not commit and is under no obligation to structure
this Agreement to reduce or eliminate your tax
liability.
8. ELECTRONIC The Company may, in its sole discretion, decide to
DELIVERY deliver any documents related to any awards granted
under the Plan by electronic means or to request your
consent to participate in the Plan by electronic means.
You hereby consent to receive such documents by
electronic delivery and, if requested, to agree to
participate in the Plan through an on-line or electronic
system established and maintained by the Company or
another third party designated by the Company, and such
consent shall remain in effect throughout your term of
service with the Company and thereafter until withdrawn
in writing by you.
10. MISCELLANEOUS (a) This Agreement shall not confer upon you any right
to continue 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 service at any time.
(b) Any Units granted under the terms of this Agreement
are entirely at the discretion of the Company.
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.
11. 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. Xxxxxxxx
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Xxxx X. Xxxxxxxx
President and CEO
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(FAIRCHILD 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:
DATE OF GRANT:
NUMBER OF DEFERRED STOCK UNITS GRANTED:
1. SETTLEMENT Subject to Sections 2 and 3 below, I elect to have all
ELECTION 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 five (5) years following
the date of the Company's 2005 Annual Stockholders'
Meeting held on May 4, 2005.
2. SETTLEMENT I hereby acknowledge and agree that if, prior to the
UPON TERMINATION settlement election date specified above (a) my service
as a member of the Board is terminated for any reason
(including, without limitation, as a result of my death
or Disability) other than for cause under applicable
law, any Vested Units will be settled following my
termination date, and (b) my service as a member of the
Board is terminated for cause under applicable law, all
unsettled Units (including Vested Units) will be
immediately forfeited.
3. ONE-TIME CHANGE OF I understand that I can change the date specified as my
ELECTION PERMITTED settlement election date in Section 1 above once, but
only once, to a Settlement Date that must be at least
five years after the date initially indicated in Section
1 above, by filing a new signed Settlement Election Form
with the Company at any time on or before the day (the
"Change Deadline Day") that falls one year before the
Settlement Date that would occur based on my initial
election in Section 1. I understand that (a) I cannot
change my election after the Change Deadline Day, (b) I
cannot change my election more than once and (c) the
later Settlement Date I choose must occur at least five
years after the initial specified date indicated in my
previously filed Settlement Election Form. 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
preceding 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
five years after the specified date indicated in my
previously filed Settlement Election Form, then such new
form will have no effect and the previously elected
Settlement Date shall continue to apply.
4. SIGNATURE
PARTICIPANT: DATED AS OF:
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