exv10w2






Exhibit 10.2




CIRRUS LOGIC, INC.

2006 STOCK INCENTIVE PLAN




RESTRICTED STOCK UNIT AGREEMENT

FOR U.S. EMPLOYEES



     This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of the
Date of Grant set forth in the related Notice of Grant of Restricted Stock Units (“Notice of
Grant”) by and between Cirrus Logic, Inc., a Delaware corporation (the “Company”), and you as the
Holder named in the Notice of Grant (“Holder”):



     WHEREAS, the Company, in order to induce you to enter into and/or continue in service to the
Company or its Affiliates in the capacity of Employee, Consultant, or Director, as applicable
(“Service”) and to materially contribute to the success of the Company, agrees to grant you this
Award of Restricted Stock Units;



     WHEREAS, the Company adopted the Cirrus Logic, Inc. 2006 Stock Incentive Plan, as it may be
amended from time to time (the “Plan”), under which the Company is authorized to grant Awards of
Restricted Stock Units to certain employees and service providers of the Company and its
Affiliates;



     WHEREAS, a copy of the Plan has been furnished to you and shall be deemed a part of this
Agreement as if fully set forth herein and terms capitalized but not defined herein shall have the
meaning set forth in the Plan;



     WHEREAS, the term “Restricted Stock Unit” shall have the same meaning as the term “Phantom
Stock Award” set forth in the Plan, and this Agreement, the Notice of Grant, and the Plan shall
each be interpreted accordingly (for example, this Agreement shall be considered to be the same as
a “Phantom Stock Award Agreement” as defined in the Plan); and



     WHEREAS, you desire to accept the Award of Restricted Stock Units created pursuant to this
Agreement.



     NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other
valuable consideration hereinafter set forth, the parties agree as follows:



     1. The Grant. Subject to the conditions set forth below, the Company hereby grants to
you, effective as of the Date of Grant set forth in the Notice of Grant and in accordance with the
terms and conditions set forth herein and in the Plan, as a matter of separate inducement but not
in lieu of any salary or other compensation for your services for the Company, an award (the
“Award”) consisting of an aggregate number of Restricted Stock Units, whereby each Restricted Stock
Unit represents the right to receive one share of Common Stock of the Company following the
applicable vesting date, in accordance with the terms and conditions set forth herein and in the
Notice of Grant and the Plan.



     2. No Shareholder Rights. The Restricted Stock Units granted pursuant to this
Agreement do not and shall not entitle you to any rights of a holder of Common Stock



 









 




(including, without limitation, voting rights or rights to cash dividends) prior to the date
shares of Common Stock are issued to you in settlement of the Award. Your rights with respect to
the Restricted Stock Units shall remain forfeitable at all times prior to the date on which rights
become vested and the restrictions with respect to the Restricted Stock Units lapse in accordance
with Section 5.




     3. Forfeiture Restrictions. The Restricted Stock Units are restricted in that they
may not be sold, transferred or otherwise alienated or hypothecated until the Restricted Stock
Units become vested, the restrictions are removed or expire as contemplated in this Agreement, and
Common Stock is issued to you as described in Section 4 of this Agreement. The Restricted Stock
Units are also restricted in the sense that, as provided in Section 6, they may be forfeited for no
consideration to the Company in the event your Service with the Company or an Affiliate terminates
before the Restricted Stock Units become vested. The prohibition against transfer and the
obligation to forfeit the Restricted Stock Units upon termination of Service as provided in the
preceding sentences are herein referred to as the “Forfeiture Restrictions.”



     4. Issuance of Common Stock. No shares of Common Stock shall be issued to you prior
to the date on which the Restricted Stock Units vest and the Forfeiture Restrictions with respect
to the Restricted Stock Units lapse, in accordance with Section 5. As soon as reasonably
practicable after the Restricted Stock Units vest pursuant to Section 5, the Company shall cause to
be issued to you (including to a brokerage account in your name) Common Stock in settlement of such
vested Restricted Stock Units upon receipt by the Company of any required tax withholding, provided
that such issuance of Common Stock shall in any event be made no later than March 15 of the year
following the calendar year that the Restricted Stock Units vest. The Company shall evidence the
Common Stock to be issued in settlement of such vested Restricted Stock Units in the manner it
deems appropriate. The value of any fractional share Restricted Stock Units shall be rounded down
at the time Common Stock is issued to you in connection with the Restricted Stock Units. No
fractional shares of Common Stock, nor the cash value of any fractional shares of Common Stock,
will be issuable or payable to you pursuant to this Agreement. The value of such shares of Common
Stock shall not bear any interest owing to the passage of time. Neither this Section 4 nor any
action taken pursuant to or in accordance with this Section 4 shall be construed to create a trust
or a funded or secured obligation of any kind.



     5. Vesting; Expiration of Forfeiture Restrictions. The Forfeiture Restrictions on the
Restricted Stock Units granted pursuant to the Award will expire as set forth in the Notice of
Grant and shares of Common Stock that are nonforfeitable and transferable, except to the extent
provided in Section 9 of this Agreement, will be issued to you in settlement of your vested
Restricted Stock Units as set forth in Section 4, provided that you remain in the continuous
Service of the Company or its Affiliates until the applicable dates or events set forth in the
Notice of Grant. Restricted Stock Units which remain subject to the Forfeiture Restrictions will
be considered “Nonvested Restricted Stock Units.”



     6. Effect of Termination of Service. If your Service with the Company or any
Affiliate terminates for any reason, then those Restricted Stock Units for which the Forfeiture
Restrictions have not lapsed as of the date of or in connection with such termination shall become
null and void and those Nonvested Restricted Stock Units shall be forfeited for no consideration to
the Company.



 









 





     7. Leave of Absence. With respect to the Award, the Company may, in its sole
discretion, determine that if you are on leave of absence for any reason, you will be considered to
still be in the Service of the Company or an Affiliate, provided that rights to the Restricted
Stock Units during a leave of absence will be limited to the extent to which those rights were
earned or vested when the leave of absence began.



     8. Withholding Taxes. The Company may require you to pay to the Company (or the
Company’s Affiliate if you are an employee of an Affiliate of the Company), an amount the Company
deems necessary to satisfy its or its Affiliate’s current or future obligation to withhold federal,
state or local income or other taxes that you incur as a result of the Award. To the extent that
the receipt of the Restricted Stock Units or the lapse of any Forfeiture Restrictions results in
compensation income or wages to you for federal, state, local, or other tax purposes, the Company
is authorized to withhold any tax required to be withheld by reason of such resulting compensation
income or wages from any cash or stock remuneration (including withholding any Common Stock
distributable to you under this Agreement, based on the Fair Market Value on the date the
withholding is to be determined, but not in excess of the applicable minimum statutory withholding
requirements) then or thereafter payable to you and/or you otherwise agree to deliver such amount
of money as the Company may require to meet its or its Affiliate’s tax withholding obligations
under applicable laws or regulations. Unless the applicable tax withholding obligations of the
Company and its Affiliates are satisfied, the Company shall have no obligation to issue Common
Stock pursuant to this Agreement. You acknowledge and agree that the Company is making no
representation or warranty as to the tax consequences to you as a result of the receipt of the
Restricted Stock Units, the lapse of any Forfeiture Restrictions, or the forfeiture of any
Restricted Stock Units pursuant to the Forfeiture Restrictions.



     9. Compliance with Securities Law. Notwithstanding any provision of this Agreement to
the contrary, any issuance of Common Stock hereunder will be subject to compliance with all
applicable requirements of federal, state, and foreign law with respect to such securities and with
the requirements of any stock exchange or market system upon which the Common Stock may then be
listed. No Common Stock will be issued hereunder if such issuance would constitute a violation of
any applicable federal, state, or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the Common Stock may then be listed.
In addition, Common Stock will not be issued hereunder unless (a) a registration statement under
the Securities Act of 1933, as amended (the “Act”), is at the time of issuance in effect with
respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares
issued may be issued in accordance with the terms of an applicable exemption from the registration
requirements of the Act. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the
lawful issuance and sale of any shares subject to the Award will relieve the Company of any
liability in respect of the failure to issue such shares as to which such requisite authority has
not been obtained. As a condition to any issuance hereunder, the Company may require you to
satisfy any qualifications that may be necessary or appropriate to evidence compliance with any
applicable law or regulation and to make any representation or warranty with respect to such
compliance as may be requested by the Company.



 









 





     You agree that the shares of Common Stock that you may acquire in settlement of any vested
Restricted Stock Units will not be sold or otherwise disposed of in any manner that would
constitute a violation of any applicable securities laws, whether federal, state, or foreign.



     10. Legends. You agree that the certificates representing shares of Common Stock
issued with respect to the Award may bear such legend or legends as the Committee deems appropriate
to assure compliance with the terms and provisions of this Agreement and applicable securities
laws.



     11. Right to Terminate Services. Nothing contained in this Agreement shall confer
upon you the right to continue in the employ of or performing services for the Company or any
Affiliate, or interfere in any way with the rights of the Company or any Affiliate to terminate
your employment or service relationship at any time.



     12. Furnish Information. You agree to furnish to the Company all information
requested by the Company to enable it to comply with any reporting or other requirement imposed
upon the Company by or under any applicable statute or regulation. You further agree to notify the
Company upon any change in the residence address indicated on the Notice of Grant.



     13. Dispute Resolution. The provisions of this Section shall be the exclusive means
of resolving disputes arising out of or relating to the Award, the Notice of Grant, the Plan, and
this Agreement. The Company, you, and your assignees (the “parties”) shall attempt in good faith
to resolve any disputes arising out of or relating to the Award, the Notice of Grant, the Plan, and
this Agreement by negotiation between individuals who have authority to settle the controversy.
Negotiations shall be commenced by either party by notice of a written statement of the party’s
position and the name and title of the individual who will represent the party. Within thirty (30)
days of the written notification, the parties shall meet at a mutually acceptable time and place,
and thereafter as often as they reasonably deem necessary, to resolve the dispute.



     Any controversy, dispute or claim that has not been settled by negotiation within thirty (30)
days of the written notification as set forth above shall be finally settled by arbitration under
the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) by three
arbitrators. In such event, the claimant will deliver a written notice to the respondent(s) and
the AAA initiating arbitration and naming an arbitrator. Within twenty (20) days after receipt of
such arbitration notice, the respondent(s) shall name an arbitrator. Within twenty (20) days from
the naming of the two arbitrators, the two arbitrators shall name a third arbitrator. If there are
multiple claimants and/or multiple respondents, all claimants and/or all respondents shall attempt
to agree upon naming their respective arbitrator. If the claimants or respondents, as the case may
be, fail to name their respective arbitrator, or if the two arbitrators fail to name a third
arbitrator, or if within twenty (20) days after any arbitrator shall resign or otherwise cease to
serve as such a replacement arbitrator is not named by the party that originally named such
arbitrator, such arbitrator as to which agreement cannot be reached or as to which a timely
appointment is not made shall be named by the AAA. The place of arbitration shall be Austin,
Texas. The award of the arbitrators may be entered in any court of competent jurisdiction. The
costs of the arbitration shall be shared by the disputing parties equally. Notwithstanding
anything to the contrary herein,



 









 




the arbitrators shall not award nor shall the Company have any liability for any
consequential, punitive, special, incidental, indirect or similar damages.




     14. No Advice Regarding Award. The Company is not providing any tax, legal, or
financial advice with respect to the Award of Restricted Stock Units, your participation in the
Plan, or the acquisition or sale of any Common Stock attributable to the Award. You are hereby
advised to consult with your own personal tax, legal, and financial advisors regarding
participation in the Plan before taking any action related to the Plan.



     15. No Liability for Good Faith Determinations. The Company and the members of the
Committee and the Board shall not be liable for any act, omission or determination taken or made in
good faith with respect to this Agreement or the Restricted Stock Units granted hereunder.



     16. Execution of Receipts and Releases. Any payment of cash or any issuance or
transfer of shares of Common Stock or other property to you, or to your legal representative, heir,
legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be
in full satisfaction of all claims of such persons hereunder. The Company may require you or your
legal representative, heir, legatee or distributee, as a condition precedent to such payment or
issuance, to execute a release and receipt therefor in such form as it shall determine.



     17. No Guarantee of Interests. The Board and the Company do not guarantee the Common
Stock of the Company from loss or depreciation.



     18. Company Records. Records of the Company or its Affiliates regarding your Service
and other matters shall be conclusive for all purposes hereunder, unless determined by the Company
to be incorrect.



     19. Notices. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the United States mail
by certified mail (if the parties are in the United States) or upon deposit for delivery by an
internationally recognized express mail courier service (for international delivery of notice),
with postage and fees prepaid, addressed to the other party at its address as such party may
designate in writing from time to time to the other party.



     20. Successors. This Agreement shall be binding upon you, your legal representatives,
heirs, assigns, legatees and distributees, and upon the Company, its successors and assigns.



     21. Severability. If any provision of this Agreement is held to be illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but
such provision shall be fully severable and this Agreement shall be construed and enforced as if
the illegal or invalid provision had never been included herein.



     22. Headings. The titles and headings of Sections are included for convenience of
reference only and are not to be considered in construction of the provisions hereof.



 









 





     23. Governing Law. All questions arising with respect to the provisions of this
Agreement shall be determined by application of the laws of the State of Delaware without giving
any effect to any conflict of law provisions thereof, except to the extent Delaware law is
preempted by federal law. The obligation of the Company to issue and deliver Common Stock
hereunder is subject to applicable laws and to the approval of any governmental authority required
in connection with the authorization, issuance, sale, or delivery of such Common Stock.



     24. Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to the Award granted under the Plan or future awards that may be granted
under the Plan by electronic means or to request your consent to participate in the Plan by
electronic means. You hereby consent to receive such documents by electronic delivery and, if
requested, to agree to participate in the Plan through an on-line or electronic system established
and maintained by the Company or another third party designated by the Company.



     25. Word Usage. Words used in the masculine shall apply to the feminine where
applicable, and wherever the context of this Agreement dictates, the plural shall be read as the
singular and the singular as the plural.



     26. Amendment. This Agreement may be amended by the Board or by the Committee at any
time (a) if the Board or the Committee determines, in its sole discretion, that amendment is
necessary or advisable in light of any addition to or change in any federal or state, tax or
securities law or other law or regulation (including any change in the interpretation or
application of any law or regulation by an appropriate governmental authority), which change occurs
after the Date of Grant and by its terms applies to the Award; or (b) other than in the
circumstances described in clause (a) or provided in the Plan, with your consent.



     27. Section 409A. The Restricted Stock Units granted pursuant to the Award are
intended to qualify for the “short-term deferral” exemption from Section 409A of the Internal
Revenue Code and shall be construed accordingly. Notwithstanding the preceding sentence, neither
the Committee nor the Company or its Affiliates shall be liable for any failure of the Award or any
portion thereof to satisfy the requirements for exemption from, or compliance with, Section 409A of
the Internal Revenue Code.



     28. Unfunded Arrangement. Neither the Notice of Grant, this Agreement, nor the Plan
shall give you any security or other interest in any assets of the Company or an Affiliate; rather,
your right to the Award is that of a general, unsecured creditor of the Company.



     29. The Plan. This Agreement is subject to all the terms, conditions, limitations and
restrictions contained in the Plan. In the event of any conflict or inconsistency between the
terms hereof and the terms of the Plan, the terms of the Plan shall be controlling.



[Signature Page Follows]






 









 








     By your signature below, or by your electronic acceptance of this Agreement, you agree to all
the terms and conditions of the Award, the Notice of Grant, the Plan, and this Agreement. You
acknowledge that you have had the opportunity to review the Plan and this Agreement in their
entirety and to obtain the advice of counsel prior to executing this Agreement. You agree to
accept as binding, conclusive and final all decisions or interpretations of the Committee upon any
questions relating to the Award, the Notice of Grant, the Plan, or this Agreement.



	 	 	 	 	 

	AGREED AND ACCEPTED:	 	 
	 
	 	 	 	 
	 	 	 
	Signature of Holder	 	 
	 
	 	 	 	 
	 	 	 
	Printed Name of Holder	 	 
	 
	 	 	 	 
	Date: