exv10w25






Exhibit 10.25




Cavium Networks, Inc. 

Restricted Stock Unit Grant Notice

(2007 Equity Incentive Plan)




Cavium Networks, Inc. (the “Company”), pursuant to Section 7(b) of the Company’s 2007 Equity
Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award covering
the number of restricted stock units (the “RSUs”) set forth below (the “Award”). This Award shall
be evidenced by a Restricted Stock Unit Award Agreement (the “Award Agreement”). This Award is
subject to all of the terms and conditions as set forth herein and in the applicable Award
Agreement and the Plan, each of which are attached hereto and incorporated herein in their
entirety.



	 	 	 	 	 	 	 
	 

	 	Participant:	 	 	 	 
	 

	 	Date of Grant:
	 	 

	 	 
	 

	 	Vesting Commencement Date:
	 	 

	 	 
	 

	 	Number of RSUs:
	 	 

	 	 
	 

	 	Payment for Common Stock:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Vesting Schedule: The RSUs shall vest as follows:




	 	 	 	 	 	 	 	 	 
	 

	 	Date
	 	Number of RSUs
	 	Date
	 	Number of RSUs





Delivery Schedule: Delivery of one share of Common Stock for each RSU which vests shall occur on
the applicable vesting date, provided that delivery may be delayed as provided in Section 3 of the
Award Agreement.



Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees
to, this Grant Notice, the Award Agreement and the Plan. Participant further acknowledges that as
of the Date of Grant, this Grant Notice, the Award Agreement and the Plan set forth the entire
understanding between Participant and the Company regarding the award of the RSUs and the
underlying Common Stock and supersede all prior oral and written agreements on that subject with
the exception of Stock Awards previously granted and delivered to Participant under the Plan.



Attachments: Award Agreement, and Plan




 









 





Cavium Networks, Inc. 

2007 Equity Incentive Plan

Restricted Stock Unit Award Agreement




     Pursuant to the Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock
Unit Award Agreement (“Agreement”), Cavium Networks, Inc. (the “Company”) has awarded you a
Restricted Stock Unit Award pursuant to the Company’s 2007 Equity Incentive Plan (the “Plan”) for
the number of restricted stock units (“RSUs”) as indicated in the Grant Notice (collectively, the
"Award”). Defined terms not explicitly defined in this Agreement but defined in the Plan shall
have the same definitions as in the Plan. Subject to adjustment and the terms and conditions as
provided herein and in the Plan, each RSU shall represent the right to receive one (1) share of
Common Stock. By your signature to the Grant Notice or by electronic acceptance or authentication
in a form authorized by the Company, you and the Company agree that your Award is governed by this
Agreement and by the provisions of the Plan.



     The details of your Award, in addition to those set forth in the Grant Notice, are as follows.



     1. Number of RSUs and Shares of Common Stock.



          (a) The number of RSUs subject to your Award and the number of shares of Common Stock
deliverable with respect to such RSUs may be adjusted from time to time for Capitalization
Adjustments as described in Section 10(a) of the Plan. You shall receive no benefit or adjustment
to your Award with respect to any cash dividend or other distribution that does not result from a
Capitalization Adjustment as described in Section 10(a) of the Plan; provided, however, that this
sentence shall not apply with respect to any shares of Common Stock that are delivered to you in
connection with your Award after such shares have been delivered to you.




          (b) Any additional RSUs, shares of Common Stock, cash or other property that becomes subject
to the Award pursuant to this Section 1 shall be subject, in a manner determined by the Board, to
the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery
as applicable to the other RSUs and Common Stock covered by your Award.




          (c) Notwithstanding the provisions of this Section 1, no fractional RSUs or rights for
fractional shares of Common Stock shall be created pursuant to this Section 1. The Board shall, in
its discretion, determine an equivalent benefit for any fractional RSUs or fractional shares that
might be created by the adjustments referred to in this Section 1.




     2. Vesting. The RSUs shall vest, if at all, as provided in the Vesting Schedule set
forth in your Grant Notice, provided that vesting shall cease upon the termination of your
Continuous Service.



     3. Delivery of Shares of Common Stock. 



          (a) Subject to the provisions of this Award Agreement and the Plan, in the event one or more
RSUs vests, the Company shall deliver to you one (1) share of Common Stock




 









 







for each RSU that vests on the applicable vesting date. However, if a scheduled delivery date
falls on a date that is not a business day, such delivery date shall instead fall on the next
following business day.




          (b) Notwithstanding the foregoing, in the event that you are subject to the Company’s Stock
Trading Policy (or any successor policy) and any shares covered by your Award are scheduled to be
delivered on a day (the “Original Delivery Date”) that does not occur during an open “window
period” applicable to you, as determined by the Company in accordance with such policy, then such
shares shall not be delivered on such Original Delivery Date and shall instead be delivered on the
first business day of the next occurring open “window period” but in no event later than the later
of: (i) December 31st of the calendar year of the Original Delivery Date, or (ii) the fifteenth
(15th) day of the third calendar month following the Original Delivery Date. The form of such
delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined
by the Company.




     4. Payment by You. This Award was granted in consideration of your services for the
Company. Subject to Section 10 below, except as otherwise provided in the Grant Notice, you will
not be required to make any payment to the Company (other than your past and future services for
the Company) with respect to your receipt of the Award, vesting of the RSUs, or the delivery of the
shares of Common Stock underlying the RSUs.



     5. Securities Law Compliance. You may not be issued any Common Stock under your
Award unless either (i) the shares of Common Stock are then registered under the Securities Act, or
(ii) the Company has determined that such issuance would be exempt from the registration
requirements of the Securities Act. Your Award must also comply with other applicable laws and
regulations governing the Award, and you shall not receive such Common Stock if the Company
determines that such receipt would not be in material compliance with such laws and regulations.



     6. Restrictive Legends. The Common Stock issued under your Award shall be endorsed
with appropriate legends, if any, determined by the Company.



     7. Transfer Restrictions. Prior to the time that shares of Common Stock have been
delivered to you, you may not transfer, pledge, sell or otherwise dispose of the shares in respect
of your Award. For example, you may not use shares that may be issued in respect of your RSUs as
security for a loan, nor may you transfer, pledge, sell or otherwise dispose of such shares. This
restriction on transfer will lapse upon delivery to you of shares in respect of your vested RSUs.
Your Award is not transferable, except by will or by the laws of descent and distribution.
Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory
to the Company, you may designate a third party who, in the event of your death, shall thereafter
be entitled to receive any distribution of Common Stock to which you were entitled at the time of
your death pursuant to this Agreement.



     8. Award not a Service Contract. Your Award is not an employment or service
contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation
on your part to continue in the service of the Company or any Affiliate, or on the part of the
Company or any Affiliate to continue such service. In addition, nothing in your



 









 







Award shall obligate the Company or any Affiliate, their respective stockholders, boards of
directors or employees to continue any relationship that you might have as an Employee or
Consultant of the Company or any Affiliate.



     9. Unsecured Obligation. Your Award is unfunded, and even as to any RSUs that vest,
you shall be considered an unsecured creditor of the Company with respect to the Company’s
obligation, if any, to issue Common Stock pursuant to this Agreement. You shall not have voting or
any other rights as a stockholder of the Company with respect to the Common Stock acquired pursuant
to this Agreement until such Common Stock is issued to you pursuant to Section 3 of this Agreement.
Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company
with respect to the Common Stock so issued. Nothing contained in this Agreement, and no action
taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a
fiduciary relationship between you and the Company or any other person.



     10. Withholding Obligations.



          (a) On or before the time you receive a distribution of Common Stock pursuant to your Award,
or at any time thereafter as requested by the Company, you hereby authorize any required
withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision
in cash for any sums required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or any Affiliate which arise in connection with your Award (the
"Withholding Taxes”). The Company may withhold, and you hereby authorize the Company to withhold,
in its sole discretion, shares of Common Stock with a Fair Market Value (measured as of the date
shares of Common Stock are delivered pursuant to Section 3) equal to the amount of such Withholding
Taxes; provided, however, that the number of such shares of Common Stock so withheld shall not
exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the
minimum statutory withholding rates for federal, state, local and foreign tax purposes, including
payroll taxes, that are applicable to supplemental taxable income.




          (b) Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied,
the Company shall have no obligation to deliver to you any Common Stock.




     11. Notices. Any notices required to be given or delivered to the Company under the
terms of this Award shall be in writing and addressed to the Company at its principal corporate
offices. Any notice required to be given or delivered to you shall be in writing and addressed to
your address as on file with the Company at the time notice is given. All notices shall be deemed
effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly
addressed to the party to be notified.



     12. Electronic Delivery. You hereby consent that any Plan documents including the
Plan, this Agreement, the prospectus for the Plan, and any reports of the Company provided
generally to the Company’s stockholders, may be delivered to you electronically. In addition, you
hereby consent to electronic delivery of any notices required by the Company or by a third party
involved in administering the Plan as the Company may designate from time to time. Such



 









 







means of electronic delivery may include but do not necessarily include the delivery of a link
to a Company intranet or the internet site of a third party involved in administering the Plan, the
delivery of the document via e-mail or such other means of electronic delivery specified by the
Company.



     13. Headings. The headings of the Sections in this Agreement are inserted for
convenience only and shall not be deemed to constitute a part of this Agreement or to affect the
meaning of this Agreement.



     14. Amendment. This Agreement may be amended only by a writing executed by the
Company and you which specifically states that it is amending this Agreement. Notwithstanding the
foregoing, this Agreement may be amended solely by the Company by a writing which specifically
states that it is amending this Agreement, so long as a copy of such amendment is delivered to you,
and provided that no such amendment adversely affecting your rights hereunder may be made without
your written consent. Without limiting the foregoing, the Company reserves the right to change, by
written notice to you, the provisions of this Agreement in any way it may deem necessary or
advisable to carry out the purpose of the grant as a result of any change in applicable laws or
regulations or any future law, regulation, ruling, or judicial decision, provided that any such
change shall be applicable only to rights relating to that portion of the Award that has not been
delivered to you in Common Stock pursuant to Section 3.



     15. Miscellaneous.



          (a) The rights and obligations of the Company under your Award shall be transferable by the
Company to any one or more persons or entities, and all covenants and agreements hereunder shall
inure to the benefit of, and be enforceable by the Company’s successors and assigns.




          (b) You agree upon request to execute any further documents or instruments necessary or
desirable in the sole determination of the Company to carry out the purposes or intent of your
Award.




          (c) You acknowledge and agree that you have reviewed your Award in its entirety, have had an
opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully
understand all provisions of your Award.




          (d) This Agreement shall be subject to all applicable laws, rules, and regulations, and to
such approvals by any governmental agencies or national securities exchanges as may be required.




          (e) All obligations of the Company under the Plan and this Agreement shall be binding on any
successor to the Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.




     16. Governing Plan Document. Your Award is subject to all the provisions of the
Plan, the provisions of which are hereby made a part of your Award, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time be



 









 







promulgated and adopted pursuant to the Plan. In the event of any conflict between the
provisions of your Award and those of the Plan, the provisions of the Plan shall control; provided,
however, that Section 3 of this Agreement shall govern the timing of any distribution of Common
Stock under your Award. The Company shall 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. All actions taken and all
interpretations and determinations made by the Board shall be final and binding upon you, the
Company, and all other interested persons. No member of the Board shall be personally liable for
any action, determination, or interpretation made in good faith with respect to the Plan or this
Agreement.



     17. Effect on Other Employee Benefit Plans. The value of the Award subject to this
Agreement shall not be included as compensation, earnings, salaries, or other similar terms used
when calculating benefits under any employee benefit plan (other than the Plan) sponsored by the
Company or any Affiliate except as such plan otherwise expressly provides. The Company expressly
reserves its rights to amend, modify, or terminate any or all of the employee benefit plans of the
Company or any Affiliate.



     18. Choice of Law. The interpretation, performance and enforcement of this Agreement
shall be governed by the law of the state of California without regard to such state’s conflicts of
laws rules.



     19. Severability. If all or any part of this Agreement or the Plan is declared by
any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity
shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or
invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or
invalid shall, if possible, be construed in a manner which will give effect to the terms of such
Section or part of a Section to the fullest extent possible while remaining lawful and valid.



     20. Other Documents. You hereby acknowledge receipt or the right to receive a
document providing the information required by Rule 428(b)(1) promulgated under the Securities Act
(which includes the prospectus for the Plan). In addition, you acknowledge receipt of the
Company’s Stock Trading Policy and the Company’s Policy Against Trading on the Basis of Inside
Information.


* * * * *



     This Restricted Stock Unit Award Agreement shall be deemed to be signed by the Company and you
upon the signing by you of the Restricted Stock Unit Grant Notice to which it is attached.