nex1029.htm


    Exhibit
10.29 

     

    
      FORM
OF

       

      NOTICE
OF RESTRICTED STOCK UNIT AWARD AND AGREEMENT

       

      UNDER
NETLOGIC MICROSYSTEMS’ 2008 NEW EMPLOYEE INDUCEMENT  INCENTIVE
PLAN

       

       

      Name of
Participant:

       

      Grant
Date:

       

      Number of
RSUs (at 100% of Attainment):

       

      Vesting
Schedule:

       

      Vesting
Commencement Date:

       

      Plan
Under Which Award Granted:

       

      Term:

       

      Grant
Number:

       

       

      NetLogic
Microsystems, Inc. (the “Company”) has granted you (the
“Participant”)  an
award of the number of Restricted Stock Units (“RSUs”) (as defined in
Section 6.4 of the Company’s 2008 New Employee Inducement Incentive Plan
(the “Plan”)) to obtain
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) as set forth in
this Notice of Restricted Stock Unit Grant and Award (the “Agreement”) and the Plan. The
RSUs are granted as an inducement material to the
individual’s entering into employment with the Company within the meaning of
Rule 4350(i)(1)(A)(iv) of the Nasdaq Marketplace Rules, and in all respects are
subject to such continued employment or other association and all other terms
and conditions of this Agreement.  By accepting this grant in
accordance with the E*Trade online OptionsLink System, Participant is agreeing
that Participant and Participant’s Spouse or domestic partner are bound by all
of the terms of this Agreement with respect to such Award, and Participant: (a)
acknowledges receipt of and represents that the Participant has
read and is familiar with this Agreement, and the Plan in the form most recently
prepared in connection with the registration with the Securities and Exchange
Commission of shares issuable pursuant to the Plan, (b) accepts the grant
subject to all of the terms and conditions of this Agreement, and the Plan and
(c) agrees to accept as binding, conclusive and final all decisions or
interpretations of the Plan Administrator upon any questions arising under this
Agreement or the Plan.

       

      1. Vesting

       

      No
portion of the shares of Common Stock that the Participant is entitled to
receive will be issued until such portion has vested.  The RSUs shall
vest with respect as provided in this Agreement, provided in each case that the
Participant is then, and since the Award Date has remained, in Continuous
Employment (as defined in the Plan).

       

      2. [Performance
Criteria and Attainment Levels

       

      The award
of RSUs will be granted contingent upon successfully achieving the
[                    ]
performance goal of
[            ].
There is a minimum threshold set at [   ]% of
[                   ].
No RSUs will be awarded below the [   ]% attainment level. For
performance at and above [   ]%, the number of RSUs awarded will
be based on a graduated slope, to be capped at [    ]%
attainment as per Schedule 2.] [Optional for use with performance
based units.]

       

      3. Issuance
of Common Stock

       

      (a) Each
vested RSU entitles the Participant to receive one share of Common
Stock.

       

      (b) As soon
as practicable after each applicable anniversary of the Vesting Commencement
Date, the Participant’s name shall be entered as the stockholder of record on
the books and records of the transfer agent for the Company with respect to the
shares of Common Stock underlying the vested RSUs upon compliance to the
satisfaction of the Committee with all requirements under applicable laws or
regulations in connection with such issuance and with the requirements of this
Agreement and of the Plan.  The determination of the Committee as to
such compliance shall be final and binding on the Participant.

       

      (c) Until
such time as shares of Common Stock have been issued to the Participant pursuant
to Section 3(b) above, the Participant shall not have any rights as a holder of
shares of Common Stock underlying the RSUs, including, but not limited to,
voting rights, rights to receive dividends and other distributions with respect
to Common Stock, and stockholder inspection rights.

       

      4. Termination
of Continuous Employment

       

      The
Participant’s right in any RSUs that are not vested as of the date on which the
Participant’s Continuous Employment has ceased shall automatically terminate on
such date, and such RSUs shall be canceled as provided under the Plan and shall
be of no further force and effect.  In the event of termination of
Continuous Employment, the Company, as soon as practicable following the
effective date of termination, shall issue shares of Common Stock to the
Participant (or the Participant’s designated beneficiary or estate executor in
the event of Participant’s death) with respect to any RSUs which, as of the
effective date of termination of Continuous Employment, have vested but for
which shares of Common Stock had not yet been issued to the
Participant.

       

      5. Adjustments

       

      If, from
time to time during the term of this Agreement and to the extent provided under
Section 7.1 of the Plan: (i) there is any stock dividend, distribution or
dividend of cash or property, stock split, or other change in the character or
amount of any of the outstanding securities of the Company; or (ii) there is any
consolidation, merger or sale of all, or substantially all, of the assets of the
Company; then in such event, any and all new, substituted or additional
securities, cash or other property that Participant receives or to which the
Participant is entitled by reason of the Participant’s ownership of the RSUs
shall be immediately subject to the provisions of Section 1 and be deemed
subject to the RSUs for all purposes with the same force and effect as the
shares of Common Stock presently subject to this Agreement.

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

       

      Subject
to the terms of any other written agreement between the Participant and the
Company related to the Participant’s employment by or other association with the
Company and in accordance with Sections 7.1, 7.2, 7.4 and 7.5 of the Plan, the
Committee may, if it so determines in the exercise of its sole discretion, also
make provision for proportionately adjusting the number or class of securities
covered by the RSUs, as well as the price to be paid therefor, in the event that
the Company effects one or more Acquisitions, corporate separations,
reorganizations, liquidations or other increases or reductions of shares of its
outstanding Common Stock.

       

      [If,
following a Change of Control in which the RSUs have been assumed by the
successor or acquiring entity as of the date thereof, in the event of the
Participant’s Involuntary Termination of employment within 24 months after the
effective date of the Change of Control the vesting of the assumed RSUs shall be
accelerated such that the RSUs will so vest as of the effective date of such
Involuntary Termination with respect to all Shares that would have become vested
during such 24-month period but for the Change of Control and Involuntary
Termination (assuming the Participant’s Continuous Employment).  An
“Involuntary
Termination” is one that occurs by reason of dismissal for any reason
other than Misconduct or of voluntary resignation following:  (i) a
change in position that materially reduces the level of the Participant’s
responsibility, (ii) a material reduction in the Participant’s base salary, or
(iii) relocation by more than 50 miles; provided that (ii) and (iii) will apply
only if the Participant has not consented to the change or relocation. “Misconduct”
shall mean the commission of any act of fraud, embezzlement or dishonesty by the
Participant, any unauthorized use or disclosure by such person of confidential
information or trade secrets of the Company (or any Parent or Subsidiary), or
any other intentional misconduct by such person adversely affecting the business
affairs of the Company (or any Parent or Subsidiary) in a material
manner.  The foregoing definition shall not be deemed to be inclusive
of all the acts or omissions which the Company (or any Parent or Subsidiary) may
consider as grounds for the dismissal or discharge of the
Participant.][Optional.]

       

      6. Incorporation
of General Terms and Conditions

       

      Notwithstanding
anything herein to the contrary, this Award shall be subject to and governed by
all the terms and conditions of the Plan.  Capitalized terms in this
Agreement shall have the meaning specified in the Plan, unless a different
meaning is specified in this Agreement.

       

      7. Transferability

       

      This
Agreement is personal to the Participant, is non-assignable, and is not
transferable in any manner, by operation of law, or otherwise, other than by
will or the laws of descent and distribution.  This Award is
available, during the Participant’s lifetime, only to the Participant, and
thereafter, only to the Participant’s designated beneficiary.

       

      8. Tax
Withholding

       

      The
Participant shall not later than the date as of which the Award becomes a
taxable event for Federal income tax purposes, pay to the Company or make
arrangements satisfactory to the Company for payment of any Federal, state, and
local taxes required by law to be withheld on account of such taxable
event.  The Participant may elect to have the minimum tax withholding
obligation satisfied, in whole or in part, by (i) authorizing the company to
withhold from shares of Common Stock to be issued, or (ii) authorizing the
company to deduct cash payments from the Participant’s regularly scheduled
payroll distributions that would satisfy the minimum required tax withholding
amount due.

       

      9. Tax
Consequences

       

      The
Company makes no representation or warranty as to the tax treatment to the
Participant of the Participant’s receipt of the Award or vesting of RSUs or upon
Participant’s sale or other disposition of the Common Stock issued pursuant to
the RSUs.  The Participant should rely on his or her own tax advisors
for all such advice.

       

      10. Miscellaneous

       

      (a) Notice
under this Agreement shall be given to the Company at its principal place of
business, and shall be given to the Participant at the address set forth below,
or in either case at such other address as one party may subsequently furnish to
the other party in writing.

       

      (b) This
Agreement does not confer upon the Participant any rights with respect to
continuation of employment by the Company or any of its
subsidiaries.

       

      (c) The
Committee may amend the terms of this Agreement, prospectively or retroactively,
provided that the Agreement as amended is consistent with the terms of the Plan,
but no such amendment shall impair the Participant’s rights under this Agreement
without the Participant’s consent.

       

      (d) This
Agreement shall be construed and enforced in accordance with the laws of
California, without regard to the conflicts of laws principles
thereof.

       

      (e) This
Agreement shall be binding upon and inure to the benefit of any successor or
assign of the Company and any executor, administrator, trustee, guardian or
other legal representative of the Participant.

       

      (f) This
Agreement may be executed in counterparts.  This Agreement and the
Plan together constitute the entire agreement between the parties relative to
the subject matter of this Agreement, and supersede all communications, whether
written or oral, relating to the subject matter of this Agreement.

       

      


      THIS
AGREEMENT is binding upon the parties and entered into effective as of the date
set forth in this Agreement.

       

      CONSENT
OF SPOUSE/DOMESTIC PARTNER

       

      I, the
Participant, hereby agree that my spouse’s/domestic partner’s interest in the
shares of Common Stock subject to this Agreement shall be irrevocably bound by
this Agreement’s terms.  I further agree that all community property
interests of mine and my spouse’s or domestic partner’s in such shares, if any,
shall similarly be bound by this Agreement and that such consent is binding upon
our executors, administrators, heirs and assigns.  I represent and
warrant to the Company that I have the authority to bind my spouse/domestic
partner with respect to the RSUs.  I agree to execute and deliver such
documents as may be necessary to carry out the intent of this Agreement and this
consent.