exv10w2



 






F4RU/Standard Agreement

Periodic Vesting




EXHIBIT 10.2




RESTRICTED STOCK 

UNIT AWARD AGREEMENT 




        This
Restricted Stock Unit Award (“Award”) is made this
___ day of ____ ___
(“Date of Grant”), by Freescale Semiconductor, Inc. (the “Company” or
“Freescale”) to
________ (“Grantee”).



        WHEREAS, Grantee is receiving the Award under the Freescale Semiconductor, Inc. Omnibus
Incentive Plan of 2005 (the “Plan”);



        WHEREAS, the Award is a grant of Freescale restricted stock units; and



        WHEREAS, it is a condition to Grantee receiving the Award that Grantee deliver to Freescale an
executed copy of this agreement evidencing the terms, conditions and restrictions applicable to the
restricted units.



        NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good
and valuable consideration, the Company hereby awards restricted stock units to Grantee on the
following terms and conditions:




	1.  	          Award of Restricted Stock Units. The Company hereby grants to Grantee a total of
___ (___) Freescale restricted stock units (the “Units”) subject
to the terms and conditions set forth below.
	 
	2.  	          Restrictions. The Units are being awarded to Grantee subject to the transfer and
forfeiture conditions set forth below (the “Restrictions”) which shall lapse, if at
all, as described in Section 3 below. For purposes of this Award, the term Units includes any
additional Units granted to Grantee with respect to Units that are still subject to the
Restrictions.






	 	a.  	          Grantee may not directly or indirectly, by operation of law or otherwise,
voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise
transfer any of the Units still subject to Restrictions. The Units shall be forfeited
if Grantee violates or attempts to violate these transfer restrictions.
	 
	 	b.  	          Any Units still subject to the Restrictions shall be automatically forfeited
upon Grantee’s termination of employment with Freescale or a Subsidiary for any reason,
other than death, Total and Permanent Disability or Retirement. For purposes of this
Agreement, a “Subsidiary” is any corporation or other entity in which a 50
percent or greater interest is held directly or indirectly by Freescale and which is
consolidated for financial reporting purposes. Total and Permanent Disability and
Retirement are defined in Section 3(a) below.
	 
	 	c.  	          If Grantee engages, directly or indirectly, in any activity which is in
competition with any activity of Freescale or any Subsidiary, or in any action or
conduct which is in any manner adverse or in any way contrary to the interests of
Freescale or any Subsidiary, all Units shall be forfeited. This determination shall be
made by the Compensation and Leadership Committee of the Company’s Board of Directors (the “Compensation Committee”).





The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited Units.




FSL Standard Award Agreement (RSUs) — 2005





 









 









	3.  	          Lapse of Restrictions.






	 	a.  	          The Restrictions applicable to the Units shall lapse, as long as the Units have
not been forfeited as described in Section 2 above, as follows:






	 	(i)  	          [VESTING SCHEDULE]. The period during which Restrictions are
applicable is known as the “Restricted Period”;
	 
	 	(ii)  	          Upon a Change in Control of the Company (as defined by the
Plan);
	 
	 	(iii)  	          Upon termination of Grantee’s employment by Freescale or a
Subsidiary by Total and Permanent Disability. “Total and Permanent
Disability” means for (x) U.S. employees, entitlement to long-term
disability benefits under the Freescale Disability Income Plan and any
successor plan or a determination of permanent total disability under a state
workers compensation statute and (y) non-U.S. employees, as established by
applicable Freescale policy or as required by local regulations;
	 
	 	(iv)  	          With respect to Units that were granted at least one year prior
to Grantee’s Retirement that are still subject to the Restrictions, upon
Grantee’s Retirement such Restrictions shall lapse. Any remaining Units for
which the Restrictions have not lapsed pursuant to this Section 3(a)(iv) will
be forfeited. “Retirement” means (only for purposes of this Award)
retirement from Freescale or a Subsidiary as follows (x) retiring at or after
age 55 with 20 years of service; (y) retiring at or after age 60 with 10 years
of service; and (z) retiring at or after age 65, without regard to years of
service. For these purposes, service shall include only uninterrupted service
with Freescale; or
	 
	 	(v)  	          If Grantee dies.






	 	b.  	          If during the Restricted Period Grantee takes a Leave of Absence from Freescale
or a Subsidiary, the Units will continue to be subject to this Agreement. If the
Restricted Period expires while Grantee is on a Leave of Absence Grantee will be
entitled to the Units even if Grantee has not returned to active employment. “Leave
of Absence” means a leave of absence from Freescale or a Subsidiary that is not a
termination of employment, as determined by Freescale.
	 
	 	c.  	          To the extent the Restrictions lapse under this Section 3 with respect to the
Units, they will be free of the terms and conditions of this Award.






	4.  	          Adjustments. If the number of outstanding shares of Freescale Common Stock
(“Common Stock”) is changed as a result of stock dividend, stock split or the like
without additional consideration to the Company, the number of Units subject to this Award
shall be adjusted to correspond to the change in the outstanding shares of Common Stock.
	 
	5.  	          Delivery of Certificates or Equivalent. Upon the lapse of Restrictions applicable to
the Units, the Company shall, at its election, either (i) deliver to Grantee a certificate
representing a number of shares of Common Stock equal to the number of Units upon which such
Restrictions have lapsed, or (ii) establish a brokerage account for Grantee and credit to that
account the number of shares of Common Stock of the Company equal to the number of Units upon
which such Restrictions have lapsed plus, in either case, make a cash payment to Grantee equal
to the




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	   	value of any fractional Unit then credited to Grantee’s account.






	6.  	          Withholding Taxes. The Company is entitled to withhold an amount equal to
Freescale’s required minimum statutory withholdings taxes for the respective tax jurisdiction
attributable to any share of Common Stock or property deliverable in connection with the
Units. Grantee may satisfy any withholding obligation in whole or in part by electing to have
Freescale retain shares of Common Stock deliverable in connection with the Units having a Fair
Market Value on the date the Restrictions applicable to the Units lapse equal to the minimum
amount required to be withheld. “Fair Market Value” for this purpose shall be the
closing price for a share of Common Stock on the last trading day before the date the
Restrictions applicable to the Units lapse as reported for the New York Stock Exchange –
Composite Transactions in the Wall Street Journal.
	 
	7.  	          Voting and Other Rights.






	 	a.  	          Grantee shall have no rights as a stockholder of the Company in respect of the
Units, including the right to vote and to receive dividends and other distributions,
until delivery of certificates representing, or other crediting to Grantee of, shares
of Common Stock in satisfaction of the Units.
	 
	 	b.  	          The grant of Units does not confer upon Grantee any right to continue in the
employ of the Company or a Subsidiary or to interfere with the right of the Company or
a Subsidiary, to terminate Grantee’s employment at any time.
	 
	 	c.  	          The Plan is discretionary in nature and limited in duration, and may be
amended, cancelled, or terminated by Freescale or a Subsidiary, in its sole discretion,
at any time in accordance with the terms of the Plan. The grant of awards under the
Plan is a one-time benefit and does not create any contractual or other right to
receive an award in the future. Future grants, if any, will be at the sole discretion
of Freescale, including, but not limited to, the timing of any grant, the amount of the
award and vesting provisions.






	8.  	          Funding. No assets or shares of Common Stock shall be segregated or earmarked by the
Company in respect of any Units awarded hereunder. The grant of Units hereunder shall not
constitute a trust and shall be solely for the purpose of recording an unsecured contractual
obligation of the Company.
	 
	9.  	          Compliance with Section 409A of the Internal Revenue Code. To the extent applicable,
it is intended that this Agreement and the Plan comply with the provisions of Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”). This Agreement and the Plan shall
be administered in a manner consistent with this intent, and any provision that would cause
the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and
effect until amended to comply with Section 409A of the Code (which amendment may be
retroactive to the extent permitted by Section 409A of the Code and may be made by the Company
without the consent of Grantee). In particular, to the extent Section 409A of the Code is
applicable and Grantee’s right to Units becomes non-forfeitable pursuant to Section 3(a)(ii),
(iii) or (iv) and the event causing Grantee’s right to become non-forfeitable is an event that
does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then
notwithstanding anything to the contrary in Section 5 above, delivery under Section 5 shall
not be made until the earlier of (a) the date specified in Section 3(a)(i); (b) Grantee’s
“separation from service” with the Company (determined in accordance with Section 409A);
provided, however, that in the case Grantee is a “specified employee” (within the meaning of
Section 409A), date of delivery shall be made on the date which is 6 months after the date of
separation from service with the Company;




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	   	or (c) Grantee’s death.






	10.  	          Notices. Any written notice under this Award shall be deemed given on the date that
is two business days after it is sent by registered or certified mail, postage prepaid,
addressed either to Grantee at his address set forth below or to the Company Attention:
Freescale Global Rewards, 6501 William Cannon Drive West, Austin, TX 78735; 512-895-2000.
Any notice may be sent using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail or electronic mail) but no such notice shall
be deemed to have been duly given unless and until it is actually received by the intended
recipient. Grantee and the Company may change the address to which notices are to be
delivered by giving the other party notice in the manner set forth herein.
	 
	11.  	          Governing Law. All questions concerning the construction, validity and
interpretation of this Award shall be governed by and construed according to the internal law
and not the law of conflicts of the State of Delaware.
	 
	12.  	          Waiver. The failure of the Company to enforce at any time any provision of this
Award shall in no way be construed to be a waiver of such provision or any other provision
hereof.
	 
	13.  	          Actions by the Committee. The Committee may delegate its authority to administer
this Agreement. The actions and determinations of the Committee or delegate shall be binding
upon the parties.
	 
	14.  	          Plan Documents. The Plan and the Prospectus for the Freescale Semiconductor, Inc.
Omnibus Incentive Plan of 2005 are available at
http://compass.freescale.net/go/2005.fsl.omnibus.plans or from Freescale Global Rewards, 6501
William Cannon Drive West, Austin, TX 78735; 512-895-2000.





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	15.  	          Consent to Transfer Personal Data. By accepting this Award, Grantee voluntarily
acknowledges and consents to the collection, use, processing and transfer of personal data as
described in this paragraph. Grantee is not obliged to consent to such collection, use,
processing and transfer of personal data. However, failure to provide the consent may affect
Grantee’s ability to participate in the Plan. Freescale and its Subsidiaries hold certain
personal information about Grantee, that may include Grantee’s name, home address and
telephone number, date of birth, social security number or other employee identification
number, salary, nationality, job title, any shares of stock held in Freescale, or details of
any entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the
purpose of implementing, managing and administering the Plan (“Data”). Freescale and/or its
Subsidiaries will transfer Data amongst themselves as necessary for the purpose of
implementation, administration and management of Grantee’s participation in the Plan, and
Freescale and/or any of its Subsidiaries may each further transfer Data to any third parties
assisting Freescale in the implementation, administration and management of the Plan. These
recipients may be located throughout the world, including the United States. Grantee
authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purpose of implementing, administering and managing Grantee’s participation in
the Plan, including any requisite transfer of such Data as may be required for the
administration of the Plan and/or the subsequent holding of shares of stock on Grantee’s
behalf by a broker or other third party with whom Grantee may elect to deposit any shares of
stock acquired pursuant to the Plan. Grantee may, at any time, review Data, require any
necessary amendments to it or withdraw the consents herein in writing by contacting Freescale;
however, withdrawing consent may affect Grantee’s ability to participate in the Plan.
	 
	16.  	          Acceptance of Terms and Conditions. By accepting the Units, Grantee agrees to be
bound by these terms and conditions, the Plan and any and all rules and regulations
established by Freescale in connection with awards issued under the Plan. As a condition to
receiving the Units granted hereunder, Grantee may be asked to sign such other documents and
agreements, including, without limitation, a Restricted Stock Unit Consideration Agreement, as
the Committee may deem necessary or appropriate.





* * * * *


FSL Standard Award Agreement (RSUs) — 2005





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     IN WITNESS WHEREOF, the Company has executed this Agreement in duplicate as of day and year
first above written.



	 	 	 	 	 
	 
	 	 	 
	 	 	   FREESCALE SEMICONDUCTOR, INC.
	 
	 	 	 	 
	

	 	   By:	 	 
	

	 	 	 	 
	

	 	   Its:	 	    
	

	 	 	 	 






     The undersigned Grantee hereby accepts, and agrees to, all terms and provisions of the
foregoing Award. If you do not sign and return this Award you will not be entitled to the Units.



	 	 	 
	 
	 

	 	 
	Signature
	 	 
	 
	 	 
	 

	 	 
	Print Name
	 	 
	 
	 	 
	 

	 	 
	Social Security Number or

Commerce ID Number
	 	 
	 
	 	 
	 

	 	 
	Address
	 	 
	 
	 	 
	 

	 	 






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