Form of restricted stock agreement



 EXHIBIT 10.1 
  
 FORM OF RESTRICTED STOCK AGREEMENT 
  
 PORTALPLAYER, INC. 
 2004 STOCK INCENTIVE PLAN 
 NOTICE OF RESTRICTED STOCK AWARD 
  
 You have been granted restricted shares of Common Stock of PortalPlayer, Inc.
(the “Company”) on the following terms: 
  

			
	Date of Grant:	  	[Date of Grant]
		
	Name of Recipient:	  	[Name of Recipient]
		
	Total Number of Shares Granted:	  	[Total Shares]
		
	Fair Market Value per Share:	  	$[Value Per Share]
		
	Total Fair Market Value Of Award:	  	$[Total Value]
		
	Vesting Commencement Date:	  	[Vest Day]
		
	Vesting Schedule:	  	 The first [Cliff Percent]% of the shares subject to this award vest when you complete [Cliff Period] months of continuous “Service” (as
defined in the Plan) from the Vesting Commencement Date. Thereafter, an additional [Percent]% of the shares subject to this award vest when you complete each month of Service.


  
 By signing this
document, you and the Company agree that these shares are granted under and governed by the terms and conditions of the PortalPlayer, Inc. 2004 Stock Incentive Plan (the “Plan”) and the Restricted Stock Agreement, which is attached to and
made a part of this document. 
  

 1 








 By signing this document you further agree that the Company may deliver by e-mail all documents
relating to the Plan or this award (including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation,
annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a
website, it will notify you by e-mail. 
  

					
	[NAME OF RECIPIENT]	  	PORTALPLAYER, INC.
			
	  

	  	By:	 	  


	 	  	Title:	 	  



  

 2 








 PORTALPLAYER, INC. 
 2004 STOCK INCENTIVE PLAN 
 RESTRICTED STOCK AGREEMENT 
  
 SECTION 1. PAYMENT FOR SHARES. 
  
 No payment is required for the shares that you are receiving. 
  
 SECTION 2. GOVERNING PLAN. 
  
 The shares that you are receiving are granted pursuant and subject in all
respects to the applicable provisions of the PortalPlayer, Inc. 2004 Stock Incentive Plan (the “Plan”), which are incorporated herein by reference. Terms not otherwise defined in this Agreement have meanings ascribed to them in the Plan.

  
 SECTION 3. VESTING. 
  
 The shares that you are receiving will vest in installments, as shown in the
Notice of Restricted Stock Award. 
  
 No additional shares vest after your Service
has terminated for any reason. 
  
 SECTION 4. SHARES RESTRICTED.

  
 Unvested shares will be considered “Restricted
Shares.” You may not sell, transfer, pledge or otherwise dispose of Restricted Shares without the written consent of the Company, except as provided in the next sentence. You may transfer Restricted Shares to your spouse, children or
grandchildren or to a trust established by you for the benefit of yourself or your spouse, children or grandchildren. However, a transferee of Restricted Shares must agree in writing on a form prescribed by the Company to be bound by all provisions
of this Agreement. 
  
 SECTION 5. FORFEITURE. 
  
 If your Service terminates for any reason, then your shares will be
forfeited to the extent that they have not vested before the termination date and do not vest as a result of termination. This means that the Restricted Shares will immediately revert to the Company. You receive no payment for Restricted Shares that
are forfeited. The Company determines when your Service terminates for this purpose. 
  
 SECTION 6. LEAVES OF ABSENCE AND PART-TIME WORK. 
  
 For purposes of this award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing and if
continued crediting of Service is required by applicable law, the Company’s leave of absence policy or the terms of your leave. However, your Service terminates when the approved leave ends, unless you immediately return to active work.

  

 1 








 If you go on a leave of absence, then the vesting schedule specified in the Notice of Restricted Stock
Award may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Restricted Stock Award may be adjusted
in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule. 
  
 SECTION 7. STOCK CERTIFICATES. 
  
 The certificates for Restricted Shares have stamped on them a special legend referring to the forfeiture restrictions. In addition to or in lieu of
imposing the legend, the Company may hold the certificates in escrow. As your vested percentage increases, you may request (at reasonable intervals) that the Company release to you a non-legended certificate for your vested shares. 
  
 SECTION 8. SHAREHOLDER RIGHTS. 
  
 During the period of time between the date of grant and the date the shares
become vested, you shall have all the rights of a shareholder with respect to the shares except for the right to transfer the shares, as set forth in Section 4. Accordingly, you shall have the right to vote the shares and to receive any cash
dividends paid with respect to the shares. 
  
 SECTION 9. WITHHOLDING
TAXES. 
  
 No stock certificates will be released to you
unless you have made acceptable arrangements to pay withholding taxes that may be due as a result of this award or the vesting of the shares. With the Company’s consent, these arrangements may include (a) withholding shares of Company stock
that otherwise would be delivered to you when they vest or (b) surrendering shares that you previously acquired. The fair market value of the shares you surrender, determined as of the date when taxes otherwise would have been withheld in cash, will
be applied as credit against the withholding taxes. 
  
 SECTION 10.
RESTRICTIONS ON RESALE. 
  
 You agree not to
sell any shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the
termination of your Service as the Company may specify. 
  
 SECTION 11.
NO RETENTION RIGHTS. 
  
 Your award or this Agreement
does not give you the right to be employed or retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to terminate your Service at any time, with or without cause. 
  

 2 








 SECTION 12. ADJUSTMENTS. 
  
 In the event of a stock split, a stock dividend or a similar change in Company stock, or a merger or a reorganization of the
Company, the forfeiture provision of Section 5 will apply to all new, substitute or additional securities or other properties of which you are entitled by reason of your ownership of the shares. 
  
 SECTION 13. APPLICABLE LAW. 
  
 This Agreement will be interpreted and enforced under the laws of the State
of Delaware (without regard to their choice-of-law provisions). 
  
 SECTION
14. THE PLAN AND OTHER AGREEMENTS. 
  
 The
text of this Plan is incorporated in this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this award. Any prior agreements, commitments or negotiations concerning this
award are superseded. This Agreement may be amended only by another written agreement between the parties. 
  
 SECTION 15. SUCCESSORS AND ASSIGNS. 
  
 The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by, the Company’s successors and assigns. Your rights and obligations under this Agreement may only be assigned with the
prior written consent of the Company. 
  
 SECTION 16. NOTICE.

  
 Any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following deposit in the United States Post Office with postage and fees prepaid, addressed to the other
party hereto at the address last known or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto. 
  
 SECTION 17. NO ORAL MODIFICATION 
  
 No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto. 
  

 3