Exhibit 10.24(d)






Exhibit 10.24(d)




Synaptics Incorporated

2010 Incentive Compensation Plan

Deferred Stock Award Agreement




Synaptics Incorporated (the “Company”) wishes to grant to [                                        ] (the
“Participant”) a Deferred Stock Award (the “Award”) pursuant to the provisions of the Company’s
2010 Incentive Compensation Plan (the “Plan”). The Award will entitle the Participant to shares of
Stock from the Company, if the Participant meets the vesting requirements described herein.
Therefore, pursuant to the terms of the attached Notice of Grant (“Notice of Grant”) and this
Deferred Stock Award Agreement (the “Agreement”), the Company grants the Participant the number of
Deferred Stock Units listed below in Section 2.



The details of the Award are as follows:



1. Grant Pursuant to Plan. This Award is granted pursuant to the Plan, which is
incorporated herein for all purposes. The Participant hereby acknowledges receipt of a copy of the
Plan and agrees to be bound by all of the terms and conditions of this Agreement and of the Plan.
All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement,
or, if such term is not defined in this Agreement, such term shall have the meaning assigned to it
under the Plan.



2. Deferred Stock Award. The Company hereby grants to the Participant [          ]
Deferred Stock Units as of [Grant Date] (the “Grant Date”). Such number of Deferred Stock Units
may be adjusted from time to time pursuant to Section 10(c) of the Plan.



3. Vesting and Forfeiture of Deferred Stock Units.



(a) Vesting. The Participant shall become vested in the Deferred Stock Units in
accordance with the vesting schedule in the Notice of Grant.



(b) Forfeiture. The Participant shall forfeit any unvested Deferred Stock Units, if
any, in the event that the Participant’s Continuous Service is terminated for any reason, except as
otherwise determined by the Plan Administrator in its sole discretion, which determination need not
be uniform as to all Participants.



4. Settlement of Deferred Stock Units Award.



(a) Delivery of Stock. The Company shall deliver to the Participant one share of
Stock for each vested Deferred Stock Unit subject of this Agreement. Shares of Stock shall be
delivered on the following dates:



[                          
              
              ]



(b) Once shares of Stock are delivered with respect to vested Deferred Stock Units, such
vested Deferred Stock Units shall terminate and the Company shall have no further obligation to
deliver shares of Stock for such vested Deferred Stock Units.


 


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(c) [Deferral of Delivery. Notwithstanding the foregoing, the Participant may elect,
in a writing received by the Plan administrator at least twelve (12) months prior to a Delivery
Date, to defer that date until any later date (which such date is at least five years after the
original Delivery Date).]



5. No Rights as Shareholder until Delivery. The Participant shall not have any
rights, benefits, or entitlements with respect to any Stock subject to this Agreement unless and
until the Stock has been delivered to the Participant. On or after delivery of the Stock, the
Participant shall have, with respect to the Stock delivered, all of the rights of an equity
interest holder of the Company, including the right to vote the Stock and the right to receive all
dividends, if any, as may be declared on the Stock from time to time.



6. Adjustments in Case of Certain Corporate Transactions. In the event of a proposed
sale of all or substantially all of the Company’s assets or any reorganization, merger,
consolidation, or other form of corporate transaction in which the Company does not survive, or in
which the shares of Stock are exchanged for or converted into securities issued by another entity,
then the successor or acquiring entity or an affiliate thereof may, with the consent of the
Committee, assume this Award or substitute an equivalent award. If the successor or acquiring
entity or an affiliate thereof does not cause such an assumption or substitution, then this Award
shall terminate upon the consummation of such sale, merger, consolidation, or other corporate
transaction. Immediately prior to and contingent on the consummation of a corporate transaction as
described in this Section 6, the Company shall deliver shares of Stock to the extent of the vested
Deferred Stock Units as of the date of the consummation of such corporate transaction.



7. Tax Provisions.



(a) Tax Consequences. The Participant has reviewed with the Participant’s own tax
advisors the federal, state, local, and foreign tax consequences of this investment and the
transactions contemplated by this Agreement. The Participant is relying solely on such advisors
and not on any statements or representations of the Company or any of its agents. The Participant
understands that the Participant (and not the Company) shall be responsible for any tax liability
that may arise as a result of the transactions contemplated by this Agreement.



(b) Withholding Obligations. At the time the Award is granted, or at any time
thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll
and any other amounts payable to the Participant, including the shares of Stock deliverable
pursuant to this Award, and otherwise agrees to make adequate provision for, any sums required to
satisfy the federal, state, local, and foreign tax withholding obligations of the Company or a
Related Entity, if any, which arise in connection with the Award.



The Company, in its sole discretion, and in compliance with any applicable legal conditions or
restrictions, may withhold from fully vested shares of Stock otherwise deliverable to the
Participant upon the vesting of the Award a number of whole shares of Stock having a Fair Market
Value, as determined by the Company as of the date the Participant recognizes income with respect
to those shares of Stock, not in excess of the amount of tax required to be withheld by law (or
such lower amount as may be necessary to avoid adverse financial accounting
treatment). Any adverse consequences to the Participant arising in connection with such Stock
withholding procedure shall be the Participant’s sole responsibility.


 


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In addition, the Company, in its sole discretion, may establish a procedure whereby the
Participant may make an irrevocable election to direct a broker (determined by the Company) to sell
sufficient shares of Stock from the Award to cover the tax withholding obligations of the Company
or any Related Entity and deliver such proceeds to the Company.



Unless the tax withholding obligations of the Company or any Related Entity are satisfied, the
Company shall have no obligation to issue a certificate for such shares of Stock.



(c) Section 409A Amendments. The Company agrees to cooperate with the Participant to
amend this Agreement to the extent either the Company or the Participant deems necessary to avoid
imposition of any additional tax or income recognition prior to actual payment to the Participant
under Code Section 409A and any temporary or final Treasury Regulations and Internal Revenue
Service guidance thereunder, but only to the extent such amendment would not have an adverse effect
on the Company and would not provide the Participant with any additional rights, in each case as
determined by the Company in its sole discretion.



8. Consideration. With respect to the value of the shares of Stock to be delivered
pursuant to the Award, such shares of Stock are granted in consideration for the services the
Participant shall provide to the Company during the vesting period.



9. Transferability. The Deferred Stock Units granted under this Agreement are not
transferable otherwise than by will or under the applicable laws of descent and distribution. In
addition, the Deferred Stock Units shall not be assigned, negotiated, pledged, or hypothecated in
any way (whether by operation of law or otherwise), and the Deferred Stock Units shall not be
subject to execution, attachment, or similar process.



10. General Provisions.



(a) Employment At Will. Nothing in this Agreement or in the Plan shall confer upon
the Participant any right to continue in the service of the Company or its Related Entities for any
period of specific duration or interfere with or otherwise restrict in any way the rights of the
Company (or any Related Entity employing or retaining the Participant) or of the Participant, which
rights are hereby expressly reserved by each, to terminate the Participant’s service at any time
for any reason, with or without cause.



(b) Notices. Any notice required to be given under this Agreement shall be in writing
and shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, registered
or certified, postage prepaid and properly addressed to the party entitled to such notice at the
address indicated below such party’s signature line on this Agreement or at such other address as
such party may designate by ten (10) days’ advance written notice under this section to all other
parties to this Agreement.



(c) No Limit on Other Compensation Arrangements. Nothing contained in this Agreement
shall preclude the Company from adopting or continuing in effect other or
additional compensation arrangements, and those arrangements may be either generally
applicable or applicable only in specific cases.


 


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(d) Severability. If any provision of this Agreement is or becomes or is deemed to be
invalid, illegal, or unenforceable in any jurisdiction or would disqualify this Agreement or the
Award under any applicable law, that provision shall be construed or deemed amended to conform to
applicable law (or if that provision cannot be so construed or deemed amended without materially
altering the purpose or intent of this Agreement and the Award, that provision shall be stricken as
to that jurisdiction and the remainder of this Agreement and the Award shall remain in full force
and effect).



(e) No Trust or Fund Created. Neither this Agreement nor the grant of the Award shall
create or be construed to create a trust or separate fund of any kind or a fiduciary relationship
between the Company and the Participant or any other person. The Deferred Stock Units subject to
this Agreement represent only the Company’s unfunded and unsecured promise to issue Stock to the
Participant in the future. To the extent that the Participant or any other person acquires a right
to receive payments from the Company pursuant to this Agreement, that right shall be no greater
than the right of any unsecured general creditor of the Company.



(f) Cancellation of Award. If any Deferred Stock Units subject to this Agreement are
forfeited, then from and after such time, the person from whom such Deferred Stock Units are
forfeited shall no longer have any rights to such Deferred Stock Units or the corresponding shares
of Stock. Such Deferred Stock Units shall be deemed forfeited in accordance with the applicable
provisions hereof.



(g) Participant Undertaking. The Participant hereby agrees to take whatever
additional action and execute whatever additional documents the Company may deem necessary or
advisable in order to carry out or effect one or more of the obligations or restrictions imposed on
either the Participant or the shares of Stock deliverable pursuant to the provisions of this
Agreement.



(h) Amendment, Modification, and Entire Agreement. No provision of this Agreement may
be modified, waived, or discharged unless that waiver, modification, or discharge is agreed to in
writing and signed by the Participant and the Plan administrator. This Agreement constitutes the
entire contract between the parties hereto with regard to the subject matter hereof. This
Agreement is made pursuant to the provisions of the Plan and shall in all respects be construed in
conformity with the terms of the Plan. In the event of a conflict between the Plan and this
Agreement, the terms of the Plan shall govern. The Participant further acknowledges that as of the
Grant Date, this Agreement and the Plan set forth the entire understanding between the Participant
and the Company regarding the acquisition of Stock pursuant to this Award and supersede all prior
oral and written agreements on that subject with the exception of awards from the Company
previously granted and delivered to the Participant. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement.


 


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(i) Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the state of Delaware without regard to the conflict-of-laws rules thereof or of
any other jurisdiction.



(j) Interpretation. The Participant accepts this Award subject to all the terms and
provisions of this Agreement and the terms and conditions of the Plan. The undersigned Participant
hereby accepts as binding, conclusive, and final all decisions or interpretations of the Plan
Administrator upon any questions arising under this Agreement.



(k) Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Company and its successors and assigns and upon the
Participant, the Participant’s assigns and the legal representatives, heirs, and legatees of
Participant’s estate, whether or not any such person shall have become a party to this Agreement
and have agreed in writing to join herein and be bound by the terms hereof. The Company may assign
its rights and obligations under this Agreement, including, but not limited to, the forfeiture
provision of Section 3(b) to any person or entity selected by the Board.



(l) Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but all of which together shall constitute one and the same
instrument.



(m) Headings. Headings are given to the Sections and Subsections of this Agreement
solely as a convenience to facilitate reference. The headings shall not be deemed in any way
material or relevant to the construction or interpretation of this Agreement or any provision
thereof.



11. Representations. The Participant acknowledges and agrees that the Participant has
reviewed the Agreement in its entirety, has had an opportunity to obtain the advice of counsel
prior to executing and accepting the Award, and fully understands all provisions of the Award.



[Remainder of Page Intentionally Blank]





 


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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first
indicated above.



	 	 	 	 	 
	 	SYNAPTICS INCORPORATED

 	 
	 	By:  	 	 
	 	Title: 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	PARTICIPANT







 


 	 
	 	Address: