Exhibit 10.3


 


SUMMIT SEMICONDUCTOR, INC.


 


2018 LONG-TERM STOCK INCENTIVE PLAN


 


RESTRICTED STOCK AWARD AGREEMENT


 


THIS RESTRICTED STOCK AWARD AGREEMENT (the
“Award Agreement” or the “Agreement”) is made effective as of this 31 day of January 2018, by and between
Summit Semiconductor, Inc., a Delaware corporation (the “Company”), and ____________ (“Participant”).


 


The Company, pursuant to its 2018 Long-Term
Stock Incentive Plan (the “Plan”), hereby grants the following stock award to Participant, which award shall have the
terms and conditions set forth in this Agreement:


 


		1.	Award



 


The Company, effective as of the
date of this Agreement, hereby grants to Participant a restricted stock award of ________ shares (the “Shares”
also referred to as the “Award”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”),
subject to the terms and conditions set forth herein. The Award will be paid to the Participant at the times and in the amounts
set forth in Section 2.


 


		2.	Payment of Shares 



 


(a) The Shares granted hereunder
will be paid on the dates and amounts set forth in the following table:


 


	Date	 	Percent of Shares to be Issued	 
	September 1, 2018	 	 	33.3	%
	March 1, 2019	 	 	33.3	%
	September 1, 2019	 	 	33.3	%



 


(b) Notwithstanding Section 2(a),
in the event that Participant resigns his employment with the Company prior to the date when all Shares have been issued to the
Participant, any Shares unissued at the time of the termination of Participant’s employment shall be paid, instead of at
the rate of 33.3% of the Shares every six months, at the rate of 16.5% of the Shares every six months (on March 1 and September
1) until all of the Shares have been issued to the Participant.


 


(c) Notwithstanding Sections 2(a)
and (b), if there is a Change of Control (as defined herein), all remaining unissued Shares shall be issued to the Participant
upon the Change of Control. A “Change of Control” of the Company shall mean: the acquisition by any individual, entity
or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then outstanding
Common Shares the Company (the “Outstanding Shares”) or (B) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”);
provided, however, that for purposes of this Agreement, the following acquisitions shall not constitute a Change of Control: (x) a
Company-sponsored recapitalization that is approved by the individuals who, as of the date of this Agreement, constitute the Company’s
Board (the “Incumbent Board”); (y) a capital raise initiated by the Company where a majority of the Incumbent
Board remains until the next annual shareholders’ meeting after the closing date of the raise; and (z) an acquisition of
another company or asset(s) initiated by the Company and where the Company’s shareholders immediately after the transaction
own at least 51% of the equity of the combined concern


 




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		3.	Termination of Carve-Out Plan



 


Participant acknowledges that
he/she was entitled to participate in the Company’s Payout Agreement (the “Carve-Out Plan”). Participant acknowledges
that the Carve-Out Plan was terminated by the Company’s Board of Directors on January 30, 2018. By acceptance of this Award
Agreement and that Shares granted hereunder, Participant acknowledges, agrees and relinquishes any and all rights under the Carve-Out
Plan.


 


		4.	Restriction on Transfer



 


Until the Shares are issued pursuant
to Section 2 hereof, none of the Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered,
and no attempt to transfer the Shares, whether voluntary or involuntary, by operation of law or otherwise, shall vest the transferee
with any interest or right in or with respect to the Shares.


 


		5.	Issuance and Custody of Certificate



 


After any Shares are issued pursuant
to Section 2 hereof, the Company shall promptly cause to be issued a certificate or certificates evidencing such vested Shares,
and shall cause such certificate or certificates to be delivered to Participant or Participant’s legal representatives, beneficiaries
or heirs.


 


		6.	Distributions and Adjustments



 


If all or any portion of the
Shares are to be issued subsequent to any change in the number or character of Shares of Common Stock (through stock dividend,
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase
or exchange of Shares of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Shares
of Common Stock or other securities of the Company or other similar corporate transaction or event affecting the Shares the Compensation
Committee of the Board of Directors (the “Committee”), in its sole discretion, may make such adjustment as it determines
to be appropriate in order to prevent dilution or enlargement of the interest represented by the Shares). In the event of such
adjustment, Participant shall then receive upon such issuance the number and type of securities or other consideration which he
would have received if the Shares had been issued prior to the event changing the number or character of outstanding Shares of
Common Stock.


 


		7.	Taxes



 


Participant acknowledges and
agrees that the ultimate liability for all tax-related payments legally due by Participant is and remains Participant’s responsibility
and may exceed the amount actually withheld by the Company. Participant further acknowledges that each of the Company and the Employer
(a) makes no representations or undertakings regarding the treatment of any tax-related items in connection with any aspect
of the Shares, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not
commit to and is under no obligation to structure the terms of the Award or any aspect of the Award to reduce or eliminate Participant’s
tax liability or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction
between the date of the Award and the date of any relevant taxable event, Participant acknowledges that the Company may be required
to withhold or account for taxes in more than one jurisdiction, whether state, federal, or international.


 




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		(a)	Notwithstanding any contrary provisions of this Agreement, no Shares or will be issued to Participant
(or Participant’s estate or beneficiary) unless and until satisfactory arrangements (as determined by the Company in its
sole discretion) have been made by Participant with respect to the payment of any taxes or tax-related items which the Company
determines must be withheld with respect to such Shares. The Committee, in its sole and absolute discretion and pursuant to such
procedures as it may specify from time to time, may permit Participant to satisfy such tax liability(ies), in whole or in part
(without limitation), by: (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having
a fair market value equal to the minimum amount required to be withheld, (iii) delivering to the Company already vested and
owned Shares having a fair market value equal to the amount required to be withheld; provided that such Shares have been
held for at least the minimum period of time that would allow the Company to avoid adverse accounting consequences and satisfy
all applicable securities laws, or (iv) selling a sufficient number of such Shares otherwise deliverable to Participant through
such means as the Company may determine in its sole and absolute discretion (whether through a broker or otherwise) equal to the
amount required to be withheld. To the extent determined appropriate by the Company, in its sole and absolute discretion, the Company
will have the right (but not the obligation) to satisfy any tax liability of the Participant by (X) reducing the number of
Shares otherwise deliverable to Participant, (Y) withholding from Participant’s wages or other cash compensation payable
to Participant by the Company, or (Z) grossing up the grant to so provide for the collection of such taxes. If Participant fails
to make satisfactory arrangements for the payment of any required tax-related items hereunder at the time any applicable Shares
otherwise are scheduled to be issued pursuant to Section 2, Participant will permanently forfeit such Shares, and the Shares will
be returned to the Company at no cost to the Company.



 


		(b)	It is intended that this Award satisfy the requirements of Section 409A of the Code, and any
ambiguous provisions will be construed in a manner that is compliant with or exempt from the application of Section 409A of
the Code.



 


		7.	Miscellaneous



 


		(a)	This Agreement is issued pursuant to the Plan and is subject to its terms.  Participant hereby
acknowledges receipt of a copy of the Plan.  The Plan is also available for inspection during business hours at the principal
office of the Company.



 


		(b)	This Agreement shall not confer on Participant any right with respect to continuance of service
of or employment by the Company or any of its subsidiaries.



 




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		(c)	This Award is governed by and subject to the terms and conditions of the Plan, which contains important
provisions of this Award and form a part of this Agreement. Copies of the Plan are being provided to or have been provided to Participant,
along with a summary of the Plan. If there is any conflict between any provision of this Agreement and the Plan, this Agreement
will control, unless the provision is not permitted by the Plan, in which case the provision of the Plan will apply. Participant’s
rights and obligations under this Agreement are also governed by and are subject to applicable U.S. laws and foreign laws.



 


		(d)	This Agreement may be executed via electronic mail in a commonly readable format such as pdf and
in counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same Agreement.



 


		(e)	This Agreement shall be governed by and construed under the internal laws of the State of Delaware,
without regard for conflicts of laws principles thereof.



 


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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed on the day and year first above written.


 


	 	SUMMIT SEMICONDUCTOR, INC.
	 	 	    
	 	By:	 
	 	 	 
	 	Its:	 


 








	 	PARTICIPANT: 	
	 	 	 
	 	 By:	[_____________]







 




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