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Exhibit 10.31    
    


(China)



 
 

OMNIVISION TECHNOLOGIES, INC.
  2007 EQUITY INCENTIVE PLAN
  NOTICE OF GRANT OF RESTRICTED STOCK UNITS    
    


        Unless otherwise defined herein, the terms defined in this Notice of Grant of Restricted Stock Units (the "Notice of Grant") and Terms and Conditions of
Restricted Stock Unit Grant, attached hereto as Exhibit A (together, the "Agreement") will have the same defined meanings in the 2007 Equity
Incentive Plan (the "Plan"). 


        Participant:  


        Address:


        Participant
has been granted the right to receive Restricted Stock Units, subject to the terms and conditions of the Plan and the Agreement as follows: 



	 	 	Grant Number	 	    
	 	 
	 	 	 	 	 	 	 
	 	 	Date of Grant	 	    
	 	 
	 	 	 	 	 	 	 
	 	 	Vesting Commencement Date	 	    
	 	 
	 	 	 	 	 	 	 
	 	 	Total Number of Restricted Stock Units	 	    
	 	 





 Vesting Schedule:  




        The Restricted Stock Units will vest as follows: 


        One-Third
of the Restricted Stock Units will vest on the first anniversary of the Vesting Commencement Date, and one-third of the Restricted Stock Units will vest
on each of the second and third anniversaries of the Vesting Commencement Date; provided, however, that in each case Participant remains a Service Provider through each vesting date. 



        In
the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Unit, the Restricted Stock Unit and Participant's right to
acquire any Shares hereunder will immediately terminate. 


        *
Important additional information on vesting and forfeiture of the Restricted Stock Units covered by this grant is contained in the attached Terms and Conditions of Restricted Stock
Unit Grant; please be sure to read the entire Agreement. 


        The
Restricted Stock Units evidenced by this Notice of Grant is part of and subject in all respects to the terms and conditions of the Plan (a copy of which has been made available to
Participant by the Company) and the attached Terms and Conditions of Restricted Stock Unit Grant (including, without limitation, the requirement that any Shares that vest hereunder must be immediately
sold as provided in such agreement). 


        By
Participant's signature to this Agreement, Participant represents and warrants that he or she is familiar with, and agrees to be bound by, the terms and provisions of the Plan and
this Agreement. Participant further represents and warrants that he or she has reviewed this Agreement and the Plan 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 and this Agreement. 







 

        Finally,
if Participant has not previously done so with respect to a prior equity grant, Participant represents that he or she has reviewed the Stock Trading Plan for Mandatory Sale of
Shares (Exhibit B to this Agreement), which Participant must sign (in writing or electronically) and return to the Company. 


        Participant
acknowledges and agrees that by clicking the "ACCEPT" button on the E*TRADE on-line grant agreement response page, it will act as Participant's electronic
signature to this Agreement and will result in a contract between Participant and the Company with respect to this Award of Restricted Stock Units. Participant agrees to sign and return to the Company
a paper copy of this Agreement to the extent requested by the Company. 



	 	 	 
	PARTICIPANT	 	OMNIVISION TECHNOLOGIES, INC.
	 	 	 
	
 Signature	 	
 By
	 	 	 
	
 Print Name	 	
 Title




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EXHIBIT A  
    


 
  TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT    
    


        1.     Grant.    The Company hereby grants to Participant under the Plan an Award of Restricted Stock Units, subject to
all of the terms and conditions in the Notice of Grant, this Agreement and the Plan. 


        2.     Company's Obligation to Pay.    Each Restricted Stock Unit represents the right to receive a Share on the date
it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in Section 3, Participant will have no right to payment of any such Restricted Stock Units. Prior
to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the
Company. 


        3.     Vesting Schedule. 



        (a)   General.    Except as provided in Section 4, and subject to Section 5, the Restricted Stock Units
awarded by this Agreement will vest in Participant according to the vesting schedule set forth on the attached Notice of Grant, subject to Participant continuing to be a Service Provider through each
such date. 


        (b)   Leave of Absence.    Except to the extent otherwise required by local law, during any Company authorized leave
of absence (whether paid or unpaid), the vesting of the Restricted Stock Units will be suspended after the leave of absence exceeds a period of ninety (90) days. Vesting of the Restricted Stock
Units will resume upon Participant's termination of the leave of absence. The Vesting Schedule
of the Restricted Stock Units will be extended by the length of the suspension, plus the amount of time until the next "quarterly vesting date." For these purposes a "quarterly vesting date" means the
first day of each quarter starting on January 1, April 1, July 1, or October 1 of each year respectively. 



EXAMPLE:
By way of example only, assume one-third (1/3rd) of Participant's Restricted Stock Units are to vest on July 1 of 2010, 2011 and 2012, subject to
Participant's continued status as a Service Provider through each applicable date. Assume as well that Participant commences an unpaid leave of absence on April 15, 2010 and returns from such
leave of absence on August 20, 2010. On July 1, 2010, one-third (1/3rd) of Participant's Restricted Stock Units would vest because as of such date Participant's
leave of absence had not yet exceeded ninety (90) days. Thereafter, one-third (1/3rd) of the Restricted Stock Units would vest on October 1 of 2011 and 2012,
subject to Participant's continued status as a Service Provider through such dates and assuming Participant does not go on any additional leaves of absence requiring further suspension of vesting of
the Award pursuant to this Section 3(b). 





        4.     Forfeiture upon Termination of Status as a Service Provider.    Notwithstanding any contrary provision of this
Agreement, if Participant ceases to be a Service Provider for any or no reason, the then-unvested Restricted Stock Units awarded by this Agreement will thereupon be forfeited at no cost to
the Company and Participant will have no further rights thereunder. Participant will be deemed to cease to be a Service Provider when Participant ceases to provide active services to the Company (or
any Parent or Subsidiary) and Participant's continuous period of employment for purposes of vesting hereunder shall cease to accrue during any notice of termination of employment, whether expressed or
implied. 


        5.     Payment after Vesting. 



        (a)   Immediately
upon the vesting of the Restricted Stock Units (or later issuance of the Shares pursuant to paragraph 5(b)), Participant shall be required to sell all
Shares issuable under 



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such
vested Restricted Stock Units through a Company-designated broker. This Agreement shall serve as Participant's express authorization to the broker to immediately sell any and all Shares to be
acquired upon the vesting of the Restricted Stock Units. Such sale may be effected through block sales over a period of one or more trading days following vesting of the Restricted Stock Units. As
soon as reasonably practical, Participant shall be entitled to payment of the proceeds resulting from such sale, net of the applicable withholding of the Tax-Related Items (see,
Section 7, below), and any associated broker or other fees. Such payment of net proceeds shall be made in accordance with applicable foreign exchange laws and regulations. 


        (b)   Subject
to paragraph 5(a), any Restricted Stock Units that vest will be paid to or on behalf of the Participant (or in the event of the Participant's death, to or
on behalf of his or her estate) in whole Shares. Subject to the provisions of paragraph 5(c), such vested Restricted Stock Units shall be paid in
Shares as soon as practicable after vesting for immediate sales pursuant to paragraph 5(a), but in each such case no later than the date that is
two-and-one-half months from the later of (i) the end of the Company's tax year that includes the vesting date, or (ii) the end of Participant's tax
year that includes the vesting date. 


        (c)   Notwithstanding
anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock
Units is accelerated in connection with Participant's termination as a Service Provider (provided that such termination is a "separation from service" within the meaning of Section 409A, as
determined by the Company), other than due to death, and if (x) Participant is a "specified employee" within the meaning of Section 409A at the time of such termination as a Service
Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six
(6) month period following Participant's termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and
one (1) day following the date of Participant's termination as a Service Provider, unless the Participant dies following his or her termination as a Service Provider, in which case, the
Restricted Stock Units will be paid in Shares to or on behalf of the Participant's estate as soon as practicable following his or her death. It is the intent of this Agreement to comply with the
requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under
Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Agreement, "Section 409A" means Section 409A of the Code, and any proposed,
temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time. 




        6.     Payments after Death.    Any distribution or delivery to be made to Participant under this Agreement will, if
Participant is then deceased, be made to Participant's designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant's estate. Any such transferee
must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance
with any laws or regulations pertaining to said transfer. 


        7.     Tax Withholding.    Until and unless the Administrator determines otherwise, on the date or dates on which tax
or other withholding obligations (if any) arise with respect to the Restricted Stock Units (or as soon as administratively practicable thereafter), a portion of the proceeds from sale of Shares
pursuant to such procedure as specified in Section 5(a), or as the Administrator in its sole discretion may otherwise specify from time to time, will be withheld, in an amount sufficient to pay
the income taxes, employment taxes, social security taxes, social insurance, payroll taxes, contributions, payment on account obligations, national taxes and other applicable taxes and payments
required to be withheld with respect to the Shares otherwise issuable with respect to this Award (the "Tax-Related Items"). The proceeds from the sale of Shares in excess of the Tax
Related Items (and any associated 


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broker
or other fees) will be remitted to the Participant pursuant to such procedure as specified in Section 5(a) or as the Administrator in its sole discretion may otherwise specify from time
to time. By accepting this Award, Participant expressly consents to the sale of Shares and agrees and acknowledges that Participant may not satisfy such Tax-Related Items by any means
other than such sale of Shares, as set forth under this Section 7, unless required to do so by the Administrator or pursuant to the Administrator's express written consent. 


        In
addition, after consultation with the Company's Compliance Officer (as defined in the Company's Insider Trading Policy), the Administrator, in its sole discretion and pursuant to such
procedures as it may specify from time to time, may require the Participant to satisfy the Tax-Related Items, in whole or in part by one or more of the following: (a) paying cash,
or (b) electing to have the Company withhold otherwise deliverable Shares having a value equal to the minimum amount statutorily required to be withheld. Notwithstanding any contrary provision
of this Agreement, no Shares or sale proceeds shall be distributed to or for the benefit of the Participant unless and until all Tax-Related Items have been withheld or otherwise satisfied
with respect to the Restricted Stock Units. If the Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items with respect to any Restricted Stock Units
upon vesting or otherwise, the Participant will permanently forfeit such Restricted Stock Units and the Shares issuable with respect thereto will be returned to the Plan at no cost. All
Tax-Related Items related to the Restricted Stock Units and any Shares deliverable in payment thereof is the sole responsibility of Participant. 


        9.     No Effect on Service.    Participant acknowledges and agrees that the vesting of the Restricted Stock Units
pursuant to the vesting schedule hereof is earned only by Participant continuing to be a Service Provider through the applicable vesting dates (and not through the act of being hired or acquiring
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 Participant continuing to be a Service Provider for the vesting period, for any period, or at all, and will not interfere with Participant's right or the right of the Company (or
the Parent or Subsidiary employing or retaining Participant) to terminate Participant's status as a Service Provider at any time, with or without cause, subject to local law and the terms of any
employment agreement. 


        10.   Address for Notices.    Any notice to be given to the Company under the terms of this Agreement will be
addressed to the Company at OmniVision Technologies, Inc., attn: Stock Administrator, 1341 Orleans, Sunnyvale, CA 94089, or at such other address as the Company may hereafter designate in
writing. 


        11.   Grant is Not Transferable.    Except to the limited extent provided in Section 6, this grant and the
rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale
under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void. 


        12.   Binding Agreement.    Subject to the limitation on the transferability of this grant contained herein, this
Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 


        13.   Additional Conditions to Issuance of Stock.    If at any time the Company will determine, in its discretion,
that the listing, registration or qualification of the Shares upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory
authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration,
qualification, consent or 


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approval
will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal
securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such
violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such
governmental authority. 


        14.   Plan Governs.    This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict
between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. 



        15.   Administrator Authority.    The Administrator will have the power to interpret the Plan and this Agreement and
to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the
determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding
upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect
to the Plan or this Agreement. 


        16.   Electronic Delivery.    The Company may, in its sole discretion, decide to deliver any documents related to
Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant's consent to participate in the Plan by
electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees 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. 



        17.   Captions.    Captions provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement. 


        18.   Agreement Severable.    In the event that any provision in this Agreement will be held invalid or
unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement. 



        19.   Modifications to the Agreement.    This Agreement constitutes the entire understanding of the parties on the
subjects covered. Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein.
Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan
or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in
connection to this Award of Restricted Stock Units. 


        20.   Governing Law.    This Award Agreement shall be governed by the laws of the State of California, without giving
effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock Units or this Agreement, the parties hereby submit to and
consent to the jurisdiction of the State of California and agree that such litigation shall be conducted in the courts of Santa Clara County, California, or the federal courts for the United States
for the Northern District of California, and no other courts, where this Award of Restricted Stock Units is made and/or to be performed. 


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        21.   Data Privacy. 



        (a)   Participant
hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant's personal data as described in
this Agreement by and among, as applicable, his or her employer, the Company and its Parent or Subsidiary for the exclusive purpose of implementing, administering and managing Participant's
participation in the Plan. 


        (b)   Participant
understands that his or her employer, the Company and its Parent or Subsidiary, as applicable, hold certain personal information about Participant regarding
his or her employment, the nature and amount of Participant's compensation and the fact and conditions of Participant's participation in the Plan, including, but not limited to, Participant's name,
home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company and
any Parent or Subsidiary, details of all options, awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Participant's favor, for the
purpose of implementing, administering and managing the Plan (the "Data"). Participant understands that the Data may be transferred to any third parties assisting in the implementation, administration
and management of the Plan, that these recipients may be located in Participant's country, or elsewhere, and that the recipient's country may have different data privacy laws and protections than
Participant's country. Participant understands that Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the stock administrator.
Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant's
participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. Participant understands that the Data will be held only as long as is
necessary to implement, administer and manage Participant's participation in the Plan. Participant understands that he or she may, at any time, view the Data, request additional information about the
storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting the stock administrator in writing.
Participant understands, however, that refusing or withdrawing his or her consent may affect Company's ability to provide benefits under the Plan due to the administration of the Plan being carried
out in the USA. For more information on the consequences of refusal to consent or withdrawal of consent, Participant understands that Participant may contact the stock administrator. 




        22.   Nature of Grant; No Entitlement; No Claim for Compensation.    In accepting the grant of this Award for the
number of Restricted Stock Units as specified above, Participant acknowledges the following: 



        (a)   The
Plan is established voluntarily by the Company; it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time. 



        (b)   The
grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of awards (including Awards), or benefits
in lieu of awards, even if awards have been granted repeatedly in the past. 


        (c)   All
decisions with respect to future awards, if any, will be at the sole discretion of the Administrator. 


        (d)   Participant
is voluntarily participating in the Plan. 



        (e)   This
Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or any Parent or Subsidiary
(including, as 



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applicable,
Participant's employer) and which is outside the scope of Participant's employment contract, if any. 


        (f)    This
Award is not part of Participant's normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation,
termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. 


        (g)   In
the event that Participant's employer is not the Company, the grant of the Award will not be interpreted to form an employment contract or relationship with the
Company and, furthermore, the grant of the Award will not be interpreted to form an employment contract with Participant's employer or any Parent or Subsidiary of the Company. 


        (h)   The
future value of the underlying Shares is unknown and cannot be predicted with certainty. 



        (i)    In
consideration of the grant of this Award, no claim or entitlement to compensation or damages shall arise from termination of the Award or diminution in value of the
Award or any of the Shares issuable under the Award from termination of Participant's employment by the Company or Participant's employer, as applicable (and for any reason whatsoever and whether or
not in breach of contract or local labor laws), and Participant irrevocably releases Participant's employer, the Company and its Parent and Subsidiaries, as applicable, from any such claim that may
arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, Participant shall be deemed to have irrevocably
waived his or her entitlement to pursue such claim to the extent permitted by the relevant local law, if applicable. 



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EXHIBIT B  
    


 
  Stock Trading Plan
  for Mandatory Sale of Shares    
    


        I am adopting and entering into this stock trading plan (the "Sales Plan") so that I may sell any shares of Company common stock ("Shares") issuable to me upon
vesting of any Restricted Stock Units granted to me. I dispel any inference that I am selling Shares on the basis of or while aware of material nonpublic information or that such sales evidence my
awareness of material nonpublic information or information at variance with the Company's statements to investors. 


1.     Recitals  


        a.    I intend for this Sales Plan to comply with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). 


        b.    I
am establishing this Sales Plan in order to permit the orderly disposition of all of the Shares that I acquired (or will acquire) pursuant to an award of Restricted
Stock Units, (each, an "Equity Award"). The Shares are being sold pursuant to a mandatory sale provision in the Agreement. This Sales Plan will apply to the mandatory sale of Shares under all future
Equity Awards received by me from the Company. 


        c.    Unless
otherwise defined herein, the terms in this Sales Plan will have the same defined meanings as in the 2007 Equity Incentive Plan (the "Plan"). 


2.     Representations, Warranties and Covenants  


        I hereby represent, warrant and covenant that: 


        a.    I
am not aware of any material nonpublic information concerning the Company or its securities. I am entering into this Sales Plan in good faith and not as part of a plan
or scheme to evade compliance with the United States federal securities laws. 



        b.    Once
vested, the Shares to be sold under this Sales Plan shall be owned free and clear by me and are not subject to any liens, security interests or other encumbrances or
limitations on disposition other than those imposed by Rule 144 under the Securities Act of 1933, as amended. 


        c.    If
I am an executive officer or director of the Company, I acknowledge that any filings required under Section 16 of the Exchange Act are my sole responsibility. 


        d.    I
am aware that in order for this Sales Plan to constitute a plan pursuant to Rule 10b5-1(c) of the Exchange Act, I must not enter into or alter a
corresponding or hedging transaction with respect to the Shares. 


3.     Implementation of the Plan  


        a.    The Company has appointed or shall appoint a broker (the "Broker") (or the Company may, in its discretion, permit me to appoint a Broker) to sell
Shares pursuant to the terms and conditions set forth below. 



        b.    The
Broker is authorized to begin selling Shares pursuant to this Sales Plan commencing on the date that the first Shares under the Equity Award vest. 


        c.    I
understand that the Broker may not be able to effect a sale due to a market disruption or a legal, regulatory or contractual restriction applicable to the Broker or any
other event or circumstance (a "Blackout"). I also understand that even in the absence of a Blackout, the Broker may be unable to 


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effect
sales consistent with ordinary principles of best execution, due to insufficient volume of trading, or other market factors in effect on the date of a sale. 


4.    Termination.    This Sales Plan shall terminate upon the last day of my service with the Company. This Sales Plan may not be
terminated, modified or amended at any time without the prior approval of the Administrator or the Company's Compliance Officer. 



	 	 	 	 	 
	PARTICIPANT:	 	 	 	 
	 	 	 	 	 
	
 Signature	 	 	 	 
	 	 	 	 	 
	
 Print Name	 	 	 	 




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ADDENDUM—Finland
  Relating to
  OMNIVISION TECHNOLOGIES, INC.
  2007 EQUITY INCENTIVE PLAN    
    


This
Addendum (hereinafter the "Addendum") shall constitute an integral part of the RESTRICTED STOCK UNITS AWARD AGREEMENT (hereinafter the "Agreement") under the 2007 EQUITY INCENTIVE PLAN ("Plan").
The Agreement shall include the NOTICE OF GRANT OF RESTRICTED STOCK UNITS, THE TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT and for purpose of application in the territory and jurisdiction of
Finland, this ADDENDUM. 


This
Addendum describes the additional specific conditions applicable to the Plan and the Agreement and any Awards granted to the Participants under the Plan and Agreement in Finland. 


In
addition to the vesting conditions linked to company performance in each year following conditions shall be applicable to exercise of any Awards granted under the Plan and Agreement: 



Notwithstanding the provisions of the Agreement, any Awards granted to the Participants in the course of each year shall vest and become exercisable at earliest on the day
following the first anniversary and subsequent anniversaries of the date of grant of such Awards or at such later date as provided by the Plan and Agreement and/or the Administrator and/or any other
administrative corporate body duly authorised to do so in accordance with the Plan and Agreement.




In
addition to the determination of the Fair Market Value following conditions shall be applicable: 



Notwithstanding the provisions of the Agreement, the Fair Market Value means the value of Common Stock on any established stock exchange or a national market system under the
supervision of competent supervisory body as the Administrator may determine on the day of determination.



	 	 	 	 	 
	PARTICIPANT:	 	 	 	 
	 	 	 	 	 
	
 Signature	 	 	 	 
	 	 	 	 	 
	
 Print Name	 	 	 	 





















 



 
 

OMNIVISION TECHNOLOGIES, INC.
  2007 EQUITY INCENTIVE PLAN
  ADDENDUM GERMANY    
    


        1.     Purpose of the Addendum.    The purpose of this Addendum is to cover all specific issues related to the
participation of Service Providers in Germany in the 2007 Plan. The 2007 Plan will also apply to the Service Providers in Germany who are granted Awards according to the 2007 Plan (the "German
Participants", irrespective of nationality). For the German Participants, this Addendum is part of the Restricted Stock Units Award Agreement (including the Notice of Grant and the Terms and
Conditions of Restricted Stock Unit Grant under the 2007 Plan). The German Participants will take part in the program under the 2007 Plan, and no distinct program will be introduced for them. Unless
otherwise defined in this Addendum, the terms used in this Addendum shall have the meanings defined in the 2007 Plan. 


        2.     No Employment Rights. 


        The
German Participants, addressed by this Addendum, are employees of OmniVision Trading (Hong Kong) Company Limited only. They have no employment relationship with the Company, and no
such relationship shall be founded by their participation in the program, by this Addendum or any other document related hereto. Neither this Addendum nor any other document shall confer upon any
German Participant any right with respect to continuation of an employment relationship, nor shall it interfere in any way with such German Participant's right or the employer's right to terminate his
or her employment at any time, with or without cause, in accordance with the applicable legal provisions. 


        3.     Replacement of the OmniVision Stock Option Plan by the Restricted Stock Units Award Agreement. 


        By
signing this Addendum Participant understands and agrees that the OmniVision Stock Option Plan which he participated in the past will be discontinued and replaced by the Restricted
Stock Units Award Agreement (including the Notice of Grant and the Terms and Conditions of Restricted Stock Unit Grant under the 2007 Plan) and this Addendum Germany. Participant's stock options
granted under the Stock Option Plan will remain in his property and every issue arising with regard to these stock options will be dealt with in accordance with the Stock Option Plan and Stock Option
Agreement. 


        However,
from now on Participant will exclusively receive restricted stock units according to the terms and conditions of the Restricted Stock Units Award Agreement (including the Notice
of Grant and the Terms and Conditions of Restricted Stock Unit Grant under the 2007 Plan) and this Addendum Germany. Any issues with regard to the restricted stock units Participant will receive will
be governed solely by these documents. 


        Participant
gives his consent to claim no further grants under the Stock Option Plan and Stock Option Agreement; rights with regard to previous grants remaining unaffected. 


        4.     Taxes. 



        (a)   General.    Below is a brief summary as of the date of this Addendum of certain German tax consequences under
the laws in effect as of today. This summary is incomplete, and the tax laws and regulations are subject to change. The German Participants should consult with a tax advisor before taking any measures
under the 2007 Plan. 


        (b)   Individual Income Tax.    According to the relevant provisions of the German Income Tax Act, individuals whose
domicile or customary place of abode is located within Germany are subject to unlimited taxation in Germany on their worldwide income. The 2007 Plan, in certain circumstances, might result in a
non-cash benefit for a German Participant insofar as a German Participant might receive an Award at no price at all or at a price inferior to the fair market value. For tax purposes, this
would be considered as an advantage, amounting to the difference between the price effectively paid (if any) and the fair market value of the Shares (or equivalent) received at the moment of exercise
or vesting. Such advantage would be subject to income tax. 








 

        (c)   Wage Tax.    The Company is subject to German tax duties with respect to the German branch. Under German law,
the employer must deduct a withholding tax on employment income (wage tax) from the employee's salary. When calculating the amount of the wage tax, the employer has to take into account the entire
compensation, including any advantages granted to employees other than the normal salary. This also comprises any non-cash benefit as mentioned in (b) above. Then, the employer
would be obligated to calculate the wage tax from the normal salary plus this advantage, and the
employer would have to deduct wage tax for the account of the employee and to forward such amount to the tax authorities. 


        (d)   Avoiding Double Taxation.    Germany is a party to multiple conventions for the avoidance of double taxation
("Tax Treaties"). The Tax Treaties generally establish the principles that employment income can only be taxed by the country in which the employee is domiciled. In case of a German Participant who
has his or her domicile or customary place of abode in Germany, these principles will give rise to taxation in Germany. However, the Tax Treaties provide for numerous exceptions. Subject to the
personal situation of the German Participants, special rules of the Tax Treaties will apply, which might have different consequences. 


        (e)   Cooperation.    The German Participants shall cooperate with the Company and the Company's German branch with a
view to make such arrangements as required by German tax law. Compliance with German tax provisions relating to the German Participants is the sole responsibility of the German Participants. 




        5.     Data Privacy. 



        (a)   Participant
hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant's personal data as described in
this Agreement by and among, as applicable, his or her employer, the Company and its Parent or Subsidiary for the exclusive purpose of implementing, administering and managing Participant's
participation in the Plan. 


        (b)   Participant
understands that his or her employer, the Company and its Parent or Subsidiary, as applicable, hold certain personal information about Participant regarding
his or her employment, the nature and amount of Participant's compensation and the fact and conditions of Participant's participation in the Plan, including, but not limited to, Participant's name,
home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company and
any Parent or Subsidiary, details of all options, awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Participant's favor, for the
purpose of implementing, administering and managing the Plan (the "Data"). Participant understands that the Data may be transferred to any third parties assisting in the implementation, administration
and management of the Plan, that these recipients may be located in Participant's country, or elsewhere, and that the recipient's country may have different data privacy laws and protections than
Participant's country. Participant understands that Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the stock administrator.
Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant's
participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. Participant understands that the Data will be held only as long as is
necessary to implement, administer and manage Participant's participation in the Plan. Participant understands that he or she may, at any time, view the Data, request additional information about the
storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting the stock administrator in writing.
Participant understands, however, that refusing or withdrawing his 



2







 




or
her consent may affect Company's ability to provide benefits under the Plan due to the administration of the Plan being carried out in the USA. For more information on the consequences of refusal
to consent or withdrawal of consent, Participant understands that Participant may contact the stock administrator. 




        6.     Language.    Participant declares that he has read and fully understood the Restricted Stock Units Award
Agreement (including the Notice of Grant and the Terms and Conditions of Restricted Stock Unit Grant under the 2007 Plan) and this Addendum Germany in the English Language. He declares waiver of
claiming a German translation of the abovementioned documents and any other document related to the Restricted Stock Units Award Agreement. 


        6.     Sprachfassung.    Der Teilnehmer erklärt, dass er die englischsprachige Vereinbarung
über die Gewährung von Restricted Stock Units (einschließlich der Teilnahmemitteilung und der Bedingungen für die Gewährung von
Restricted Stock Units nach dem 2007-er Plan) ebenso wie diese englischsprachige Anlage für Deutschland gelesen und verstanden hat. Der Teilnehmer verzichtet
ausdrücklich auf den Erhalt einer deutschen Übersetzung für die vorgenannten Dokumente und sonstiger, auf die Gewährung der Restricted Stock
Units bezogener Dokumente. 


        7.     Governing Law.    The entire relationship between the German Participants and the Company regarding the 2007
Plan and all acts and transactions hereto between them and the rights and the obligations hereto shall be governed, construed and interpreted in accordance with the laws of the State of California,
without giving effect to the conflict of law principles, as far as this is legally possible. 



	 	 	 	 	 
	PARTICIPANT:	 	 	 	 
	 	 	 	 	 
	
 Signature	 	 	 	 
	 	 	 	 	 
	
 Print Name	 	 	 	 




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ADDENDUM—UNITED KINGDOM
  Relating to
  OMNIVISION TECHNOLOGIES, INC.
  2007 EQUITY INCENTIVE PLAN    
    


This
Addendum (hereinafter the "Addendum") shall constitute an integral part of the RESTRICTED STOCK UNITS AWARD AGREEMENT (including the NOTICE OF GRANT OF THE RESTRICTED STOCK UNITS and TERMS AND
CONDITIONS OF RESTRICTED STOCK UNIT GRANT (hereinafter the "Agreement") under the 2007 EQUITY INCENTIVE PLAN ("Plan") in the territory and jurisdiction of United Kingdom. 



This
Addendum describes the additional specific conditions applicable to the Agreement and any Awards granted to the Participants under the Plan and Agreement in the United Kingdom. 


For
purposes of Section 7 of the Agreement: 



The "Tax-Related Items" shall (to the extent permitted by law) include any employee's national insurance
contributions which fall to be paid to the UK HM Revenue & Customs by the Company under the modified PAYE system as it applies for social security purposes under the Social Security
Contributions and Benefits Act 1992 and regulations referred to in it.




In
connection with the withholding of Tax-Related Items set forth therein, Participant further agrees that: 



Company shall have the right (but not the obligation) to satisfy any withholding obligations regarding Tax-Related Items by (i) reducing the number of Shares
otherwise deliverable to Participant, (ii) appointing any director of the Company as agent and/or attorney for the sale of Shares and authorizing payment to the Company of the appropriate
amount out of the net proceeds of sale; or (iii) making any deductions necessary from Participant's salary.


Furthermore, Participant acknowledges and agrees that the tax withholding arrangements may include (i) (to the extent permitted by law) entering into an election whereby
the employer's liability for employer's national
insurance contributions is transferred to Participant on terms set out in the election and approved by HM Revenue & Customs and (ii) in the event that the Company determines that the
Shares to be acquired on payment of the Restricted Stock Units are "restricted securities" for the purposes of Part 7, Chapter 2 of the Income Tax (Earnings and Pensions) Act 2003
("ITEPA") and additional income tax and/or social security charges are likely to arise as a result of Participant's ownership of the Shares, Participant entering into an election with the Company
pursuant to section 431 ITEPA, (or any other election as the Company directs for the same purpose) electing that the fair market value of the Shares acquired on payment of any Restricted Stock
Units be calculated as if the Shares were not "restricted securities".



	 	 	 	 	 
	PARTICIPANT:	 	 	 	 
	 	 	 	 	 
	
 Signature	 	 	 	 
	 	 	 	 	 
	
 Print Name	 	 	 	 













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Exhibit 10.31


OMNIVISION TECHNOLOGIES, INC. 2007 EQUITY INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS



EXHIBIT A

TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT


EXHIBIT B

Stock Trading Plan for Mandatory Sale of Shares


ADDENDUM—Finland Relating to OMNIVISION TECHNOLOGIES, INC. 2007 EQUITY INCENTIVE PLAN


OMNIVISION TECHNOLOGIES, INC. 2007 EQUITY INCENTIVE PLAN ADDENDUM GERMANY


ADDENDUM—UNITED KINGDOM Relating to OMNIVISION TECHNOLOGIES, INC. 2007 EQUITY INCENTIVE PLAN