exv10w8



 





Exhibit-10.8




ttm technologies, inc.




2006 incentive compensation plan




Restricted Stock Unit Award Grant Notice



TTM Technologies, Inc. (the “Company”), pursuant to its 2006 Incentive Compensation Plan (the
“Plan”), hereby grants to Participant a right to receive the number of shares of the Company’s
Common Stock set forth below. This Restricted Stock Unit award is subject to all of the terms and
conditions as set forth herein and in the Restricted Stock Unit Award Agreement and the Plan, all
of which are attached hereto and incorporated herein in their entirety.




	 	 	 	 	 
	Participant:

	 	 	 	 
	 

	 	 	 	 
	Date of Grant:
	 	 	 	 
	 

	 	 	 	 
	Vesting Commencement Date:
	 	 	 	 
	 

	 	 	 	 
	Number of Restricted Stock Units:
	 	 	 	 
	 

	 	 	 	 





`Expiration Date: Subject to termination as provided in Section 3(c) of the Restricted
Stock Unit Award Agreement



	 	 	 
	Vesting Schedule:

	 	One-third of the Restricted Stock Units subject to this award vest on each of the first three anniversaries
of the Vesting Commencement Date. In addition, the Restricted Stock Units are subject to vesting
acceleration pursuant to Section 3(b) of the Restricted Stock Unit Award Agreement. All vesting is subject
to Participant’s Continuous Service.
	 
	 	 
	Delivery Schedule:

	 	Within 30 days of the applicable vesting date per the Vesting Schedule above.





Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and
understands and agrees to, this Restricted Stock Unit Award Grant Notice, Restricted Stock Unit
Award Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this
Restricted Stock Unit Award Grant Notice, the Restricted Stock Unit Award Agreement and the Plan
set forth the entire understanding between Participant and the Company regarding the acquisition of
Common Stock in the Company and supersede all prior oral and written agreements on that subject
with the exception of (i) options previously granted and delivered to Participant under the Plan,
and (ii) the following agreements only:




	 	 	 
	     Other Agreements:

	 	 
	 

	 	 
	 
	 	 
	 

	 	 





	 	 	 	 	 	 	 	 	 
	TTM TECHNOLOGIES, Inc.	 	 	 	Participant:
	By:
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Signature
	 	 	 	Signature

	Title:

	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 




Attachments: Restricted Stock Unit Award Agreement and 2006 Incentive Compensation
Plan.




 









 








Attachment I




ttm technologies, inc.

2006 incentive plan

restricted stock unit award agreement




     TTM Technologies, Inc. (the “Company”) wishes to grant to the person (the
“Participant”) named in the Notice of Grant of Restricted Stock Unit Award (the “Notice
of Grant”) a Restricted Stock Unit award (the “Award”) pursuant to the provisions of
the Company’s 2006 Incentive Compensation Plan (the “Plan”). The Award will entitle
Participant to shares of Common Stock from the Company, if Participant meets the vesting
requirements described herein. Therefore, pursuant to the terms of the attached Notice of Grant
and this Restricted Stock Unit Award Agreement (the “Agreement”), the Company grants
Participant the number of Restricted Stock Units listed in the Notice of Grant.



     The details of the Award are as follows:



     1. Grant Pursuant to Plan. This Award is granted pursuant to the Plan,
which is incorporated herein for all purposes. The Participant hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by all of the terms and conditions of this Agreement and of
the Plan. All capitalized terms in this Agreement shall have the meaning assigned to them in this
Agreement, or, if such term is not defined in this Agreement, such term shall have the meaning
assigned to it under the Plan.



     2. Restricted Stock Unit Award. The Company hereby grants to the
Participant the Restricted Stock Units listed in the Notice of Grant as of the grant date specified
in the Notice of Grant (the “Grant Date”). Such number of Restricted Stock Units may be
adjusted from time to time pursuant to Section 10(c) of the Plan.



     3. Vesting and Forfeiture of Restricted Stock Units.



          (a) Vesting. The Participant shall become vested in the Restricted Stock
Units in accordance with the vesting schedule in the Notice of Grant, except as otherwise
accelerated pursuant to Section 3(b).




          (b) Acceleration of Vesting.




               (i) Upon the consummation of a Change in Control, an additional number of Restricted Stock
Units shall vest equal to the number of Restricted Stock Units that would otherwise vest during the
one-year period beginning on the date of the consummation of the Change in Control. Subject to the
other terms of this Restricted Stock Unit, after such vesting acceleration, the remaining unvested
Restricted Stock Units (to the extent such unvested Restricted Stock Units are assumed or continued
by the successor corporation after the close of the Change in Control) shall then continue to vest
in accordance with its original vesting schedule, so that the result of the vesting acceleration is
that the Restricted Stock Unit shall fully vest sooner than it otherwise would have and without any
change in the number of shares that vested for any installment.



               (ii) Upon the termination of your Continuous Service by the Company without Cause or by reason
of your death or Disability, an additional number of Restricted Stock Units shall vest equal to the
product of (x) number of unvested Restricted Stock Units that would vest during the 12 month period
commencing on the Grant Date or, if later, the last anniversary of the Grant Date and (y) the
fraction of (i) the number of whole months from the Grant Date, or, if later, the last anniversary
of the Grant Date and (ii) twelve (12), rounded down to the nearest whole Share.



 









 





               (iii) If your Continuous Service is terminated without Cause by the Company within twelve (12)
months after the close of a Change in Control, then your unvested Restricted Stock Units (to the
extent such unvested Restricted Stock Units are assumed or continued by the successor corporation
after the close of Change in Control) shall become fully vested as of the date of such termination
of your Continuous Service.



          (c) Forfeiture. The Participant shall forfeit any unvested Restricted Stock
Units, if any, in the event that the Participant’s Continuous Service is terminated for any reason,
except (i) as otherwise provided in this Agreement or the Plan or (ii) as otherwise determined by
the Plan Administrator in its sole discretion, which determination need not be uniform as to all
Participants.




     4. Settlement of Restricted Stock Unit Award.



          (a) Settlement of Units for Stock. The Company shall deliver to the
Participant one share of Common Stock for each vested Restricted Stock Unit subject of this Award
on the appropriate Delivery Date (as defined in Section 4(b)). The Company shall not have any
obligation to settle this Award for cash.




          (b) Delivery of Common Stock. Shares of Common Stock shall be delivered on
the delivery date(s) (each a “Delivery Date”) specified in the Notice of Grant. Once a share of
Common Stock is delivered with respect to a vested Restricted Stock Unit, such vested Restricted
Stock Unit shall terminate and the Company shall have no further obligation to deliver shares of
Common Stock or any other property for such vested Restricted Stock Unit.




          (c) Deferral of Delivery. Notwithstanding the foregoing, the Participant
may elect, in writing received by the Plan Administrator at least twelve (12) months prior to a
Delivery Date, to defer that date until any later date (which such date is at least five years
after the original Delivery Date).




     5. No Rights as Shareholder until Delivery. The Participant shall not have
any rights, benefits or entitlements with respect to any Common Stock subject to this Agreement
unless and until the Common Stock has been delivered to the Participant. On or after delivery of
the Common Stock, the Participant shall have, with respect to the Common Stock delivered, all of
the rights of an equity interest holder of the Company, including the right to vote the Common
Stock and the right to receive all dividends, if any, as may be declared on the Common Stock from
time to time.



     6. Tax Provisions.



          (a) Tax Consequences. Participant has reviewed with Participant’s own tax
advisors the federal, state, local and foreign tax consequences of this investment and the
transactions contemplated by this Agreement. Participant is relying solely on such advisors and
not on any statements or representations of the Company or any of its agents. Participant
understands that Participant (and not the Company) shall be responsible for any tax liability that
may arise as a result of the transactions contemplated by this Agreement.




          (b) Withholding Obligations. At the time the Award is granted, or at any
time thereafter as requested by the Company, Participant hereby authorizes withholding from payroll
and any other amounts payable to Participant, including shares of Common Stock deliverable pursuant
to this Award, and otherwise agrees to make adequate provision for, any sums required to satisfy
the minimum federal, state, local and foreign tax withholding obligations of the Company or a
Affiliate, if any, which arise in connection with the Award.




     The Company, in its sole discretion, and in compliance with any applicable legal conditions or
restrictions, may withhold from fully vested shares of Common Stock otherwise deliverable to
Participant upon the vesting of the Award a number of whole shares of Common Stock having a Fair
Market Value,



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as determined by the Company as of the date the Participant recognizes income with respect to
those shares of Common Stock, not in excess of the amount of minimum tax required to be withheld by
law (or such lower amount as may be necessary to avoid adverse financial accounting treatment).
Any adverse consequences to Participant arising in connection with such Common Stock withholding
procedure shall be the Participant’s sole responsibility.




     In addition, the Company, in its sole discretion, may establish a procedure whereby the
Participant may make an irrevocable election to direct a broker (determined by the Company) to sell
sufficient shares of Common Stock from the Award to cover the tax withholding obligations of the
Company or any Affiliate and deliver such proceeds to the Company.



     Unless the tax withholding obligations of the Company or any Affiliate are satisfied, the
Company shall have no obligation to issue a certificate for such shares of Common Stock.



          (c) Section 409A Amendments. The Company agrees to cooperate with
Participant to amend this Agreement to the extent either the Company or Participant deems necessary
to avoid imposition of any additional tax or income recognition prior to actual payment to
Participant under Code Section 409A and any temporary or final Treasury Regulations and Internal
Revenue Service guidance thereunder, but only to the extent such amendment would not have an
adverse effect on the Company and would not provide Participant with any additional rights, in each
case as determined by the Company, in its sole discretion.




     7. Consideration. With respect to the value of the shares of Common Stock
to be delivered pursuant to the Award, such shares of Common Stock are granted in consideration for
the services Participant shall provide to the Company during the vesting period.



     8. Transferability. The Restricted Stock Units granted under this Agreement
are not transferable otherwise than by will or under the applicable laws of descent and
distribution. In addition, the Restricted Stock Units shall not be assigned, negotiated, pledged
or hypothecated in any way (whether by operation of law or otherwise), and the Restricted Stock
Units shall not be subject to execution, attachment or similar process.



     9. General Provisions.



          (a) Employment At Will. Nothing in this Agreement or in the Plan shall
confer upon Participant any right to continue in the service of the Company or its Affiliates for
any period of specific duration or interfere with or otherwise restrict in any way the rights of
the Company (or any Affiliate employing or retaining Participant) or of Participant, which rights
are hereby expressly reserved by each, to terminate Participant’s service at any time for any
reason, with or without cause.




          (b) Notices. Any notice required to be given under this Agreement shall be
in writing and shall be deemed effective upon personal delivery or upon deposit in the U.S. mail,
registered or certified, postage prepaid and properly addressed to the party entitled to such
notice at the address indicated below such party’s signature line on this Agreement or at such
other address as such party may designate by ten (10) days’ advance written notice under this
paragraph to all other parties to this Agreement.




          (c) No Limit on Other Compensation Arrangements. Nothing contained in this
Agreement shall preclude the Company from adopting or continuing in effect other or additional
compensation arrangements, and those arrangements may be either generally applicable or applicable
only in specific cases.




          (d) Severability. If any provision of this Agreement is or becomes or is
deemed to be invalid, illegal, or unenforceable in any jurisdiction or would disqualify this
Agreement or the Award under




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any applicable law, that provision shall be construed or deemed amended to conform to
applicable law (or if that provision cannot be so construed or deemed amended without materially
altering the purpose or intent of this Agreement and the Award, that provision shall be stricken as
to that jurisdiction and the remainder of this Agreement and the Award shall remain in full force
and effect).




          (e) No Trust or Fund Created. Neither this Agreement nor the grant of the
Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company and the Participant or any other person. The Restricted Stock
Units subject to this Agreement represent only the Company’s unfunded and unsecured promise to
issue shares of Common Stock to the Participant in the future. To the extent that the Participant
or any other person acquires a right to receive shares of Common Stock from the Company pursuant to
this Agreement, that right shall be no greater than the right of any unsecured general creditor of
the Company.




          (f) Cancellation of Award. If any Restricted Stock Units subject to this
Agreement are forfeited, then from and after such time, the Participant (and any other person from
whom such Restricted Stock Units are forfeited) shall no longer have any rights to such Restricted
Stock Units or the corresponding shares of Common Stock. Such Restricted Stock Units shall be
deemed forfeited in accordance with the applicable provisions hereof.




          (g) Participant Undertaking. Participant hereby agrees to take whatever
additional action and execute whatever additional documents the Company may deem necessary or
advisable in order to carry out or effect one or more of the obligations or restrictions imposed on
either Participant or the shares of Common Stock deliverable pursuant to the provisions of this
Agreement.




          (h) Amendment, Modification, and Entire Agreement. No provision of this
Agreement may be modified, waived or discharged unless that waiver, modification or discharge is
agreed to in writing and signed by the Participant and the Plan Administrator. This Agreement
constitutes the entire contract between the parties hereto with regard to the subject matter
hereof. This Agreement is made pursuant to the provisions of the Plan and shall in all respects be
construed in conformity with the terms of the Plan. In the event of a conflict between the Plan
and this Agreement, the terms of the Plan shall govern. Participant further acknowledges that as
of the Grant Date, this Agreement and the Plan set forth the entire understanding between
Participant and the Company regarding the acquisition of Stock pursuant to this Award and supersede
all prior oral and written agreements on that subject with the exception of awards from the Company
previously granted and delivered to Participant. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement.




          (i) Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California without regard to the conflict-of-laws rules
thereof or of any other jurisdiction.




          (j) Interpretation. The Participant accepts this Award subject to all the
terms and provisions of this Agreement and the terms and conditions of the Plan. The undersigned
Participant hereby accepts as binding, conclusive and final all decisions or interpretations of the
Plan Administrator upon any questions arising under this Agreement.




          (k) Successors and Assigns. The provisions of this Agreement shall inure to
the benefit of, and be binding upon, the Company and its successors and assigns and upon
Participant, Participant’s assigns and the legal representatives, heirs and legatees of
Participant’s estate, whether or not any such person shall have become a party to this Agreement
and have agreed in writing to join herein and be bound by the terms hereof. The Company may assign
its rights and obligations under this Agreement, including, but not limited to, the forfeiture
provision of Section 3(b) to any person or entity selected by the Board.




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          (l) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute one and the
same instrument.




          (m) Headings. Headings are given to the Paragraphs and Subparagraphs of
this Agreement solely as a convenience to facilitate reference. The headings shall not be deemed
in any way material or relevant to the construction or interpretation of this Agreement or any
provision thereof.




     10. Representations. Participant acknowledges and agrees that Participant
has reviewed the Agreement in its entirety, has had an opportunity to obtain the advice of counsel
prior to executing and accepting the Award and fully understands all provisions of the Award.



[Remainder of page is intentionally blank]




     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first
indicated above.



	 	 	 	 	 	 	 	 	 
	 	 	TTM TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





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Attachment II




2006 incentive compensation plan




(SEE ATTACHED)