exv10w3



 






Exhibit 10.3




NOVELLUS SYSTEMS, INC. 2001 STOCK INCENTIVE PLAN




NOTICE OF RESTRICTED STOCK BONUS AWARD




	 	 	 	 	 
	 

	 	Grantee’s Name and Address:	 	 
	

	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 






     You (the “Grantee”) have been granted shares of Common Stock of the Company (the “Award”),
subject to the terms and conditions of this Notice of Restricted Stock Bonus Award (the “Notice”),
the Novellus Systems, Inc. 2001 Stock Incentive Plan, as amended from time to time (the “Plan”) and
the Restricted Stock Bonus Award Agreement (the “Agreement”) attached hereto, as follows. Unless
otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in
this Notice.



	 	 	 	 	 	 	 	 	 
	

	 	Award Number	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	Date of Award	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	Total Number of Shares	 	 	 	 	 	 
	

	 	of Common Stock Awarded
	 	 	5,000	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	Aggregate Fair Market	 	 	 	 	 	 
	

	 	Value of the Shares
	 	 	$	 	 	 
	

	 	 	 	 	 	 	 	 






Vesting Schedule:




     Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice,
the Agreement and the Plan, the Shares will “vest” in accordance with the following schedule:




One-third of the Shares shall vest on each yearly anniversary of the Date of Award
such that the Shares will be fully vested three (3) years after the Date of Award.



     In the event of a Corporate Transaction, 100% of the Shares shall become vested immediately
prior to the effective date of such Corporate Transaction.



     For purposes of this Notice and the Agreement, the term “vest” shall mean, with respect to any
Shares, that such Shares are no longer subject to forfeiture to the Company. Shares that have not
vested are deemed “Restricted Shares.” If the Grantee would become vested in a fraction of a
Restricted Share, such Restricted Share shall not vest until the Grantee becomes vested in the
entire Share.



     Vesting shall cease upon the date of termination of the Grantee’s Continuous Service for any
reason, including death or Disability. In the event the Grantee’s Continuous Service is terminated
for any reason, including death or Disability, any Restricted Shares held by the Grantee
immediately following such termination of Continuous Service shall be deemed reconveyed to the
Company and the Company shall thereafter be the legal and beneficial owner



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of the Restricted Shares and shall have all rights and interest in or related thereto without
further action by the Grantee. The foregoing forfeiture provisions set forth in this Notice as to
Restricted Shares shall apply to the new capital stock or other property (including cash paid other
than as a regular cash dividend) received in exchange for the Shares in consummation of any
transaction described in Section 10 of the Plan and such stock or property shall be deemed
Additional Securities (as defined in the Agreement) for purposes of the Agreement, but only to the
extent the Shares are at the time covered by such forfeiture provisions.




     IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the
Award is to be governed by the terms and conditions of this Notice, the Plan, and the Agreement.



	 	 	 	 	 
	 	 	Novellus Systems, Inc.,
	 	 	a California corporation
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Title:	 	 
	

	 	 	 	 






THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL,
ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE.




     The Grantee acknowledges receipt of a copy of the Plan and the Agreement and represents that
he or she is familiar with the terms and provisions thereof, and hereby accepts the Award subject
to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the
Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Notice and fully understands all provisions of this Notice, the Agreement
and the Plan. The Grantee hereby agrees that all questions of interpretation and administration
relating to this Notice, the Plan and the Agreement shall be resolved by the Administrator in
accordance with Section 12 of the Agreement. The Grantee further agrees to the venue selection and
waiver of a jury trial in accordance with Section 13 of the Agreement. The Grantee further agrees
to notify the Company upon any change in the residence address indicated in this Notice.



	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signed:	 	 
	

	 	 	 	 	 	 







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Award Number:                                         




NOVELLUS SYSTEMS, INC. 2001 STOCK INCENTIVE PLAN




RESTRICTED STOCK BONUS AWARD AGREEMENT




     1. Issuance of Shares. Novellus Systems, Inc., a California corporation (the
“Company”), hereby issues to the Grantee (the “Grantee”) named in the Notice of Restricted Stock
Bonus Award (the “Notice”), the Total Number of Shares of Common Stock Awarded set forth in the
Notice (the “Shares”), subject to the Notice, this Restricted Stock Bonus Award Agreement (the
“Agreement”) and the terms and provisions of the Company’s 2001 Stock Incentive Plan, as amended
from time to time (the “Plan”), which is incorporated herein by reference. Unless otherwise
defined herein, the terms defined in the Plan shall have the same defined meanings in this
Agreement. All Shares issued hereunder will be deemed issued to the Grantee as fully paid and
nonassessable shares, and the Grantee will have the right to vote the Shares at meetings of the
Company’s shareholders. The Company shall pay any applicable stock transfer taxes imposed upon the
issuance of the Shares to the Grantee hereunder.



     2. Transfer Restrictions. The Shares issued to the Grantee hereunder may not be sold,
transferred by gift, pledged, hypothecated, or otherwise transferred or disposed of by the Grantee
prior to the date when the Shares become vested pursuant to the Vesting Schedule set forth in the
Notice. Any attempt to transfer Restricted Shares in violation of this Section 2 will be null and
void and will be disregarded.



     3. Escrow of Stock. For purposes of facilitating the enforcement of the provisions of
this Agreement and the payment of withholding taxes (if any) pursuant to Section 5 of this
Agreement, the Grantee agrees, immediately upon receipt of the certificate(s) for the Restricted
Shares, to deliver such certificate(s), together with an Assignment Separate from Certificate in
the form attached hereto as Exhibit A, executed in blank by the Grantee with respect to
each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their
designee, to hold in escrow for so long as such Restricted Shares have not vested pursuant to the
Vesting Schedule set forth in the Notice, with the authority to take all such actions and to
effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the
objectives of this Agreement in accordance with the terms hereof. The Grantee hereby acknowledges
that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as
the escrow holder hereunder with the stated authorities is a material inducement to the Company to
make this Agreement and that such appointment is coupled with an interest and is accordingly
irrevocable. The Grantee agrees that such escrow holder shall not be liable to any party hereto
(or to any other party) for any actions or omissions unless such escrow holder is grossly negligent
relative thereto. The escrow holder may rely upon any letter, notice or other document executed by
any signature purported to be genuine and may resign at any time. Upon the vesting of the
Restricted Shares, the escrow holder will, without further order or instruction, transmit to the
Grantee the certificate evidencing such Shares, subject, however, to satisfaction of any
withholding obligations provided in Section 5 below.



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     4. Distributions. The Company shall disburse to the Grantee all regular cash
dividends with respect to the Shares and Additional Securities (whether vested or not), less any
applicable withholding obligations.



     5. Withholding of Taxes.



          (a) General. The Grantee is ultimately liable and responsible for all taxes owed by
the Grantee in connection with the Award, regardless of any action the Company or any Related
Entity takes with respect to any tax withholding obligations that arise in connection with the
Award. Neither the Company nor any Related Entity makes any representation or undertaking
regarding the treatment of any tax withholding in connection with the grant or vesting of the Award
or the subsequent sale of Shares subject to the Award. The Company and its Related Entities do not
commit and are under no obligation to structure the Award to reduce or eliminate the Grantee’s tax
liability.




          (b) Payment of Withholding Taxes. Prior to any event in connection with the Award
(e.g., vesting) that the Company determines may result in any tax withholding obligation, whether
United States federal, state, local or non-U.S., including any employment tax obligation (the “Tax
Withholding Obligation”), the Grantee must arrange for the satisfaction of the minimum amount of
such Tax Withholding Obligation in a manner acceptable to the Company.




               (i) By Share Withholding. To the extent the vesting of any Shares occurs during a “blackout
period” of the Company wherein certain Employees are precluded from selling Shares and unless the
Grantee determines to satisfy the Tax Withholding Obligation by some other means in accordance with
clause (iii) below, the Grantee authorizes the Company to withhold from those Shares issuable to
the Grantee the whole number of Shares sufficient to satisfy the minimum applicable Tax Withholding
Obligation. The Grantee acknowledges that the withheld Shares may not be sufficient to satisfy the
Grantee’s minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the
Company or any Related Entity as soon as practicable, including through additional payroll
withholding, any amount of the Tax Withholding Obligation that is not satisfied by the withholding
of Shares described above.



               (ii) By Sale of Shares. Unless the Grantee determines to satisfy the Tax Withholding
Obligation by some other means in accordance with clause (iii) below, the Grantee’s acceptance of
this Award constitutes the Grantee’s instruction and authorization to the Company and any brokerage
firm determined acceptable to the Company for such purpose to sell on the Grantee’s behalf a whole
number of Shares from those Shares issuable to the Grantee as the Company determines to be
appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding
Obligation. Such Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a
vesting date) or as soon thereafter as practicable. The Grantee will be responsible for all
broker’s fees and other costs of sale, and the Grantee agrees to indemnify and hold the Company
harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the
proceeds of such sale exceed the Grantee’s minimum Tax Withholding Obligation, the Company agrees
to pay such excess in cash to the Grantee. The Grantee acknowledges that the Company or its
designee is under no obligation to arrange for such sale at any particular price, and that the
proceeds of any such sale may not be sufficient to satisfy the Grantee’s minimum Tax Withholding
Obligation. Accordingly, the Grantee agrees to



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pay to the Company or any Related Entity as soon as practicable, including through additional
payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale
of Shares described above.




               (iii) By Check, Wire Transfer or Other Means. At any time not less than five (5) business days
before any Tax Withholding Obligation arises (e.g., a vesting date), the Grantee may elect to
satisfy the Grantee’s Tax Withholding Obligation by delivering to the Company an amount that the
Company determines is sufficient to satisfy the Tax Withholding Obligation by (x) wire transfer to
such account as the Company may direct, (y) delivery of a certified check payable to the Company,
or (z) such other means as specified from time to time by the Administrator.



     6. Additional Securities. Any securities or cash received (other than a regular cash
dividend) as the result of ownership of the Restricted Shares (the “Additional Securities”),
including, but not by way of limitation, warrants, options and securities received as a stock
dividend or stock split, or as a result of a recapitalization or reorganization or other similar
change in the Company’s capital structure, shall be retained in escrow in the same manner and
subject to the same conditions and restrictions as the Restricted Shares with respect to which they
were issued, including, without limitation, the Vesting Schedule set forth in the Notice. The
Grantee shall be entitled to direct the Company to exercise any warrant or option received as
Additional Securities upon supplying the funds necessary to do so, in which event the securities so
purchased shall constitute Additional Securities, but the Grantee may not direct the Company to
sell any such warrant or option. If Additional Securities consist of a convertible security, the
Grantee may exercise any conversion right, and any securities so acquired shall constitute
Additional Securities. In the event of any change in certificates evidencing the Shares or the
Additional Securities by reason of any recapitalization, reorganization or other transaction that
results in the creation of Additional Securities, the escrow holder is authorized to deliver to the
issuer the certificates evidencing the Shares or the Additional Securities in exchange for the
certificates of the replacement securities.



     7. Stop-Transfer Notices. In order to ensure compliance with the restrictions on
transfer set forth in this Agreement, the Notice or the Plan, the Company may issue appropriate
“stop transfer” instructions to its transfer agent, if any, and, if the Company transfers its own
securities, it may make appropriate notations to the same effect in its own records.



     8. Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of any of the provisions
of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.



     9. Restrictive Legends. The Grantee understands and agrees that the Company shall
cause the legends set forth below or legends substantially equivalent thereto, to be placed upon
any certificate(s) evidencing ownership of the Shares together with any other legends that may be
required by the Company or by state or federal securities laws:



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THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE
TERMS OF THAT CERTAIN RESTRICTED STOCK BONUS AWARD AGREEMENT BETWEEN
THE COMPANY AND THE NAMED SHAREHOLDER. THE SHARES REPRESENTED BY
THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH
AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
COMPANY.



     10. Entire Agreement: Governing Law. The Notice, the Plan and this Agreement
constitute the entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company and the Grantee
with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s
interest except by means of a writing signed by the Company and the Grantee. These agreements are
to be construed in accordance with and governed by the internal laws of the State of California
without giving effect to any choice of law rule that would cause the application of the laws of any
jurisdiction other than the internal laws of the State of California to the rights and duties of
the parties. Should any provision of the Notice or this Agreement be determined to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and shall remain
enforceable.



     11. Headings. The captions used in this Agreement are inserted for convenience and
shall not be deemed a part of this Agreement for construction or interpretation.



     12. Administration and Interpretation. Any question or dispute regarding the
administration or interpretation of the Notice, the Plan or this Agreement shall be submitted by
the Grantee or by the Company to the Administrator. The resolution of such question or dispute by
the Administrator shall be final and binding on all persons.



     13. Venue and Waiver of Jury Trial. The parties agree that any suit, action, or
proceeding arising out of or relating to the Notice, the Plan or this Agreement shall be brought in
the United States District Court for the Northern District of California (or should such court lack
jurisdiction to hear such action, suit or proceeding, in a California state court in the County of
San Mateo) and that the parties shall submit to the jurisdiction of such court. The parties
irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the
laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO
EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR
PROCEEDING. If any one or more provisions of this Section 13 shall for any reason be held invalid
or unenforceable, it is the specific intent of the parties that such provisions shall be modified
to the minimum extent necessary to make it or its application valid and enforceable.



     14. Notices. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery, upon deposit for delivery by an
internationally recognized express mail courier service or upon deposit in the United States mail
by certified mail (if the parties are within the United States), with postage and fees prepaid,



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addressed to the other party at its address as shown in these instruments, or to such other
address as such party may designate in writing from time to time to the other party.




END OF AGREEMENT




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EXHIBIT A




STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE




[Please sign this document but do not date it. The date and information of the transferee
will be completed if and when the shares are assigned.]




     FOR VALUE RECEIVED,                                      hereby sells, assigns and
transfers unto                                             , five thousand (5,000) shares of the Common Stock of
Novellus Systems, Inc., a California Company (the “Company”), standing in his name on the
books of, the Company represented by Certificate No.
herewith, and does hereby irrevocably constitute and appoint the Secretary
of the Company attorney to transfer the said stock in the books of the Company with full
power of substitution.



DATED:                              



	 	 	 
	
	 	 







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