Award Agreement



 Exhibit 10.35 
  
 ALTERA CORPORATION 
 AWARD AGREEMENT (RESTRICTED STOCK UNITS) TO THE 
 ALTERA COPRATION 2005 EQUITY INCENTIVE PLAN 
 (U.S. FORM) 
  
 Unless otherwise defined herein, the terms defined in Altera’s 2005 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Award
Agreement (Restricted Stock Units) (the “Agreement”). 
  
 You have been
granted restricted stock units (“RSUs”) subject to the terms and conditions of the Plan, the Notice of Restricted Stock Unit Grant (“Notice of Grant”) and this Agreement. 
  
 1. Settlement. Settlement of RSUs shall be made within 30 days following
the applicable date of vesting under the vesting schedule set forth in the Notice of Grant. Settlement of RSUs shall be in Shares. Unless expressly determined otherwise by the Committee, prior services rendered to the Company by Participant shall
constitute sufficient consideration for the payment of the par value per RSU (par value being $0.01 per Share). 
  
 2. No Stockholder Rights. Unless and until such time as Shares are issued in settlement of vested RSUs, Participant shall have no ownership of the Shares
allocated to the RSUs and shall have no right to vote such Shares, subject to the terms, conditions and restrictions described in the Plan and herein. 
  
 3. Dividend Equivalents. Dividends, if any (whether in cash or Shares), shall not be credited to Participant as additional RSUs. 
  
 4. Cessation of Vesting Due to Employee Schedule Change. Notwithstanding the
vesting provided for above, in the event a Participant who is an employee of the Company or a Subsidiary, who is regularly scheduled to work twenty (20) hours or more per week, voluntarily chooses (i.e., other than for reasons protected by law)
to reduce his or her work schedule with the Company or a subsidiary to fewer than twenty (20) hours per week, the RSUs subject to the award shall cease to vest during the period of time in which such employee regularly maintains such a
schedule. 
  
 5. No Transfer. The RSUs and any interest therein
shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of. 
  
 6. Termination. If Participant’s continuous employment or consultancy with the Company or any of its subsidiaries shall terminate for any reason, all unvested RSUs shall be forfeited to the Company
forthwith, and all rights of Participant to such RSUs shall immediately terminate. In case of any dispute as to whether Termination has occurred, the Committee shall have sole discretion to determine whether such Termination has occurred and the
effective date of such Termination. 
  
 7. Acknowledgement. The
Company and Participant agree that the RSUs are granted under and governed by this Agreement and by the provisions of the Plan (incorporated herein by reference). Participant: (i) acknowledges receipt of a copy of the Plan and the Plan
prospectus, (ii) represents that Participant has carefully read and is familiar with their provisions, and (iii) hereby accepts the RSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the
Notice of Grant. 
  
 8. Tax Consequences. Participant acknowledges
that there will be tax consequences upon settlement of the RSUs or disposition of the Shares, if any, received in connection therewith, and Participant should consult a tax adviser prior to such settlement or disposition. Applicable withholding
taxes shall be satisfied by the Company by withholding the applicable number of Shares otherwise deliverable upon settlement of the RSU in accordance with rules and procedures established by the Committee. There is no tax event upon granting of an
RSU. Upon vesting of the RSU, Participant will include in income the fair market value of the Shares subject to the RSU. The included amount will be treated as ordinary income by Participant and will be subject to 








 
withholding by the Company. Upon disposition of the Shares, any subsequent increase or decrease in value will be treated as short-term or long-term capital
gain or loss, depending on whether the Shares are held greater than one year from the date of settlement. 
  
 9. Compliance with Laws and Regulations. The issuance of Shares will be subject to and conditioned upon compliance by the Company and Participant with all applicable state and federal
laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer. 
  
 10. Successors and Assigns. The Company may assign any of its rights
under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon Participant and
Participant’s heirs, executors, administrators, legal representatives, successors and assigns. 
  
 11. Governing Law; Severability. The Plan and Notice of Grant are incorporated herein by reference. The Plan, the Notice of Grant 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 Participant with respect to the subject matter hereof. This Agreement is governed by California law except for
that body of law pertaining to conflict of laws. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will
remain fully effective and enforceable. 
  
 12. NO GUARANTEE OF
EMPLOYMENT. PARTICIPANT UNDERSTANDS AND AGREES THAT HIS OR HER EMPLOYMENT WITH THE COMPANY OR ITS SUBSIDIARIES IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES “AT-WILL” EMPLOYMENT. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF
RSU’S PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY OR ITS SUBSIDIARY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED RSU’S OR PURCHASING SHARES
HEREUNDER). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER, AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE
FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH PARTICIPANT’S RIGHT OR THE COMPANY’S AND/OR SUBSIDIARY’S RIGHT TO TERMINATE PARTICIPANT’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

  
 By your signature and the signature of the Company’s
representative on the Notice of Grant, Participant and the Company agree that this RSU is granted under and governed by the terms and conditions of the Plan, the Notice of Grant and this Agreement. Participant has reviewed the Plan, the Notice of
Grant and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of the Plan, the Notice of Grant and this Agreement. Participant hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice of Grant and this Agreement. Participant further agrees to notify the Company upon any change in
Participant’s residence address.