formofrsuawardagreement-






                                                                   Exhibit 10.1                                                                                                          NXP SEMICONDUCTORS N.V.                         2019 OMNIBUS INCENTIVE PLAN                                                          RESTRICTED STOCK UNIT AWARD AGREEMENT                This Restricted Stock Unit Award Agreement (this “RSU Agreement”) is made  effective as of the date indicated in the grant summary in the Company’s equity recordkeeping  system (the “Date of Grant”), by and between NXP Semiconductors N.V., a public limited  liability company (naamloze vennootschap) organized under the Laws of The Netherlands (the  “Company”), and the recipient of the grant (the “Participant”).  Capitalized terms used but not  defined herein shall have the meaning ascribed to them in the NXP Semiconductors N.V. 2019  Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).               1.    Grant of Restricted Stock Units.  The Company hereby grants to the  Participant the number of restricted stock units (the “RSUs”) as indicated in the grant summary  in the Company’s equity recordkeeping system, subject to all of the terms and conditions of this  RSU Agreement and the Plan. Each RSU shall represent the right to receive one (1) share of  Common Stock.                 2.    Vesting.                 (a)   One-third of the RSUs shall vest on each of the first three (3) anniversaries  of the Date of Grant (each a “Vesting Date”); provided that the Participant remains in continuous  employment with the Company or an Affiliate thereof through the applicable Vesting Date.                            (b)   Except as set forth in Sections 2(c)-(e) below, if the Participant’s  employment is terminated for any reason prior to the final Vesting Date, then all rights of the  Participant with respect to RSUs that have not vested as of the date of termination shall  immediately terminate without notice and without any compensation; provided, that upon the  violation by the Participant of any provision of the Plan or this RSU Agreement, the RSUs shall  terminate effective as of the date of such violation (rather than the date on which such violation  comes to the attention of the Company) and the Participant shall be required to return to the  Company the shares of Common Stock in respect of vested RSUs on an after tax basis or an  amount in cash equal to the fair market value of the shares of Common Stock in respect of vested  RSUs as of the date of the Participant’s termination of employment. Any such unvested RSUs  terminated pursuant to this Section 2(b) shall be forfeited without payment of any consideration,  and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal  representatives shall thereafter have any further rights or interests in such unvested RSUs.                             (c)   If (i) the Participant’s employment is terminated by the Company or any  of its direct and indirect subsidiaries or such other company as designated by the Administrator  (each an “Employing Company”) without the Participant being a Bad Leaver or by the  Participant for Good Reason, in either case within twelve months following a Change of Control  and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a  general release of claims in a form satisfactory to the Administrator within sixty (60) days  following such termination (or such shorter period as may be specified by the Employing  Company in accordance with applicable law), then all unvested RSUs shall immediately vest and    





 






                                                                   Exhibit 10.1   shall be settled as soon as practicable after the date of such termination of employment in  accordance with Section 3 below.                             (d)   Subject, and in addition, to the foregoing, if the Participant’s employment  is terminated (A) at the convenience of the Employing Company (which includes, but is not  limited to, in connection with a reduction in force), as determined by the Administrator in its sole  discretion, prior to a Vesting Date or (B) by reason of the Retirement of the Participant, and, in  either case, not under circumstances giving rise to the Participant being a Bad Leaver or the  Employing Company terminating the Participant’s employment where the Participant is a Bad  Leaver and provided Participant executes and delivers to the Employing Company (and does not  revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion shall  vest and be settled as soon as practicable after the Vesting Date immediately following the date  of such termination of employment; provided, that if a Change of Control or the Participant’s  death occurs prior to such next Vesting Date, then the Pro-Rata Portion shall be settled as soon as  practicable following the date of such Change of Control or death. .                            (e)   Subject, and in addition, to the foregoing, if the Participant’s employment  is terminated due to the Participant’s death, then all unvested RSUs shall immediately vest and  shall be settled as soon as practicable after such date.                            (f)   For the purposes of this RSU Agreement, and notwithstanding any  provision of the Plan to the contrary:                 (i).  “Bad Leaver” shall mean a Participant whose employment with an                    Employing Company is terminated (A) following the Participant                    committing an act of theft, fraud, serious misconduct or deliberate                    falsification of records in relation to his duties for the Company or the                    Employing Company; (B) following the Participant being convicted of or                    pleading guilty to a serious criminal offence (misdrijf) relating to his or                    her duties for the Company or the Employing Company (excluding any                    motoring or non-duty related minor offence), which act or criminal                    offence referred to in (A) and/or (B) has a material adverse effect upon the                    Company or the Employing Company; (C) with immediate effect because                    of an urgent cause (dringende reden) as referred to in article 7:678 of the                    Dutch Civil Code for cause; (D) a Participant materially violates the                    Company Code of Conduct or similarly significant rule or policy of the                    Company or the Employing Company; or (E) a Participant within the                    twelve (12) month period following the termination of employment,                    directly or indirectly and in any capacity whatsoever, engages in any                    activities in competition with the activities of any of the Company, its                    Subsidiaries or its Affiliates, including the Participant personally actively                    soliciting or personally actively endeavoring to entice away or personally                    actively recruiting any employees of the Company, its Subsidiaries or its                    Affiliates in said period.                                  (ii). “Good Reason” shall have the meaning in the employment agreement                                         2   





 






                                                        Exhibit 10.1          between the Participant and the Employing Company.  If the Participant         does not have an employment agreement with the Employing Company in         which Good Reason is defined, “Good Reason” means, in the absence of         the Participant’s written consent, any of the following: (i) a material         reduction by the Employing Company in the Participant’s net base salary         or target bonus (taking into account applicable taxes and mandatory         withholdings in the event of Participant’s geographical relocation at the         request of the Employing Company) unless the base salary or target bonus         of other employees or officers of the Company, any of its Subsidiaries or         the applicable Employing Company in a similar position is reduced by a         similar percentage or amount as part of cost reductions, restructuring, or         job grade alignment affecting all of the company or the Participant’s         Employing Company or business unit; or (ii) a material diminution in the         Participant’s duties or responsibilities (other than as a result of the         Participant’s physical or mental incapacity which impairs his or her ability         to materially perform his or her duties or responsibilities as confirmed by a         doctor reasonably acceptable to the Participant or his or her representative         and such diminution lasts only for so long as such doctor determines such         incapacity impairs the Participant’s ability to materially perform his or her         duties or responsibilities).           (iii). “Pro-Rata Portion” shall mean, for the period commencing on the Date of         Grant and ending on each applicable Vesting Date occurring after the date         of termination of employment, a number of shares of Common Stock         equal to the product of (x) a fraction, the numerator of which is the         number of days the Participant was employed by the Employing Company          on and after the Date of Grant and the denominator of which is the number         of days between the Date of Grant and the applicable Vesting Date,         multiplied by (y) the number of RSUs that would have otherwise vested         on the applicable Vesting Date absent the Participant’s termination of         employment, with any fractional shares rounded to the nearest whole         number of shares.                  By way of example, assume that (i) a participant is granted 300 RSUs on         November 1 (the Date of Grant), (ii) 100 RSUs vest on each of the three         anniversaries of November 1, and (iii) the participant terminates         employment due to Retirement on May 1 of the year following the year in         which the Date of Grant occurred.  For the 100 RSUs originally scheduled         to vest on the first anniversary of the Date of Grant, the Pro-Rata Portion         would equal 50 shares of Common Stock (100 RSUs multiplied by a         fraction, the numerator of which is 182 days and the denominator of which         is 365 days).  For the 100 RSUs originally scheduled to vest on the second         anniversary of the Date of Grant, the Pro-Rata Portion would equal 25         shares of Common Stock (100 RSUs multiplied by a fraction, the         numerator of which is 182 days and the denominator of which is 730         days).  For the 100 RSUs originally scheduled to vest on the third                              3                





 






                                                                   Exhibit 10.1                     anniversary of the Date of Grant, the Pro-Rata Portion would equal 17                    shares of Common Stock (100 RSUs multiplied by a fraction, the                    numerator of which is 182 days and the denominator of which is 1095                    days).                                 (iv).  “Retirement” shall mean the Participant’s termination of employment with                    the Company or the Employing Company following having both attained                    five (5) years of service with the Company or the Employing Company                    and age sixty (60).                            3.    Settlement.  The shares of Common Stock underlying any RSUs that  become vested in accordance with Section 2 shall be delivered to the Participant as soon as  practicable after the applicable Vesting Date unless a different settlement date is explicitly  provided herein (as applicable, the “Settlement Date”).                  4.    Voting and Other Rights.  The Participant shall have no rights of a  stockholder with respect to the RSUs (including the right to vote and the right to receive  distributions or dividends) unless and until shares of Common Stock are issued in respect thereof  following the applicable Vesting Date.                            5.    RSU Agreement Subject to Plan.  This RSU Agreement is made pursuant  to all of the provisions of the Plan, which is incorporated herein by this reference, and is  intended, and shall be interpreted in a manner, to comply therewith.  In the event of any conflict  between the provisions of this RSU Agreement and the provisions of the Plan, the provisions of  this RSU Agreement shall govern.  The Participant hereby acknowledges receipt of a copy of the  Plan.  The Participant hereby acknowledges that all decisions, determinations and interpretations  of the Administrator in respect of the Plan, this RSU Agreement and the RSUs shall be final and  conclusive.                  6.    No Rights to Continuation of Employment; Discretionary Grant.  Nothing  in the Plan or this RSU Agreement shall confer upon the Participant any right to continue in the  employ of the Company or any Affiliate thereof or shall interfere with or restrict the right of the  Company or its Affiliates to terminate the Participant’s employment at any time for any reason.   The (value of) RSUs granted to, or shares of Common Stock acquired in connection with the  vesting and settlement of the RSUs, under this RSU Award Agreement shall not be considered as  compensation in determining a Participant’s benefits under any benefit plan of an Employing  Company, including but not limited to, group life insurance, long-term disability, family  survivors, or any retirement, pension or savings plan.                            8.    Taxes.   Any and all taxes, duties, levies, charges or social security  contributions (“Taxes”) which arise under any applicable national, state, local or supra-national  laws, rules or regulations, whether already effective on the Date of Grant or becoming effective  thereafter, and any changes or modifications therein and termination thereof which may result for  the Participant in connection with this RSU Agreement (including, but not limited to, the grant of  the Restricted Stock Units, the ownership of the Restricted Stock Units and/or the delivery of any                                          4   





 






                                                                   Exhibit 10.1   Common Stock under this Plan, the ownership and/or the sale of any Common Stock acquired  under this RSU Agreement) shall be for the sole risk and account of the Participant.                  9.    Governing Law and Forum.  This RSU Agreement shall be governed by  and construed in accordance with the laws of The Netherlands, without giving effect to the  principles of conflicts of laws.  Any dispute arising under or in connection with this RSU  Agreement shall be settled by the competent courts in Amsterdam, The Netherlands.                  10.   RSU Agreement Binding on Successors.  The terms of this RSU  Agreement shall be binding upon the Participant and upon the Participant’s heirs, executors,  administrators, personal representatives, transferees, assignees and successors in interest, and  upon the Company and its successors and assignees, subject to the terms of the Plan.                  11.   No Assignment.  Notwithstanding anything to the contrary in this RSU  Agreement, neither this RSU Agreement nor any rights granted herein shall be assignable by the  Participant.                12.   Insider Trading Rules; Certain Company Policies; Necessary Acts.  Each  Participant shall comply with any applicable “insider trading” laws and regulations, including the  “NXP Semiconductor N.V. Insider Trading Policy,” the Company Code of Conduct, and any  restrictive covenant or intellectual property assignment agreement to which the Participant is a  party.  The Participant hereby agrees to perform all acts, and to execute and deliver any  documents that may be reasonably necessary to carry out the provisions of this RSU Agreement,  including but not limited to all acts and documents related to compliance with applicable  securities and/or tax laws.                13.   Severability.  Should any provision of this RSU Agreement be held by a  court of competent jurisdiction to be unenforceable, or enforceable only if modified, such  holding shall not affect the validity of the remainder of this RSU Agreement, the balance of  which shall continue to be binding upon the parties hereto with any such modification (if any) to  become a part hereof and treated as though contained in this original RSU Agreement.   Moreover, if one or more of the provisions contained in this RSU Agreement shall for any reason  be held to be excessively broad as to scope, activity, subject or otherwise so as to be  unenforceable, in lieu of severing such unenforceable provision, such provision or provisions  shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be  enforceable to the maximum extent compatible with the applicable law as it shall then appear,  and such determination by such judicial body shall not affect the enforceability of such  provisions or provisions in any other jurisdiction.                14.   Addenda.  The provisions of any addenda attached hereto are incorporated  by reference herein and made a part of this RSU Agreement.  To the extent that any provision in  any such addenda conflicts with any provision set forth elsewhere in this RSU Agreement  (including, without limitation, any provisions related to Taxes or the Settlement Date), the  provision set forth in such addenda shall control.                                                         5   





 






                                                                   Exhibit 10.1               15.   Entire Agreement.  This RSU Agreement and the Plan contain the entire  agreement and understanding among the parties as to the subject matter hereof, and supersedes  any other agreements or representations, oral or otherwise, express or implied, with respect to the  subject matter hereof.                            16.   Headings.  Headings are used solely for the convenience of the parties and  shall not be deemed to be a limitation upon or descriptive of the contents of any such Section.                17.   Acceptance.  This RSU Agreement must be accepted by the Participant’s  electronic acceptance in the Company’s equity recordkeeping system or the Participant will have  no right to the RSU grant provided for in this RSU Agreement.  By accepting this RSU  Agreement the Participant consents to the electronic delivery through the Company’s equity  recordkeeping system of all documents related to this RSU grant.  Please be informed that when  you accept these grants via the E*TRADE system (or such other system designated by the  Administrator) you consent to the processing, collection, storing and adapting by the Company,  its affiliates, or any entity administrating the Plan, your grant, and/or your (rights to) any shares  of Common Stock, of any personal data relating to you (including, inter alia, name, address,  personnel number and position) for the sole purpose of your participation in the Plan. This data is  processed for purposes of administrating and executing the Plan in the broadest sense. The  Company or the Employing Company may transfer the data relating to you to their Subsidiaries  or Affiliates or any designated person located in the United States for purposes of administrating,  approving and executing the Plan in the broadest sense. The United States does not provide an  adequate level of data protection for the above-mentioned purposes.                 18.   Amendment.  No amendment or modification hereof shall be valid unless  it shall be in writing and signed by all parties hereto.                                          6   





 






                                                                   Exhibit 10.1                                        ANNEX A                            Country Specific Tax Provisions   For Participants whose RSU grants are or become subject to the tax laws of the United States    Settlement.  For purposes of the RSU Agreement and this Annex A, a settlement occurring “as  soon as practicable” after a Vesting Date or other applicable event means that the settlement  shall occur within ninety (90) days following such Vesting Date or other event.     Change of Control.  To the extent required in order to avoid accelerated taxation and/or tax  penalties under Section 409A of the Code, a Change of Control shall mean a “change in control  event” described in Treasury Regulations Section 1.409A-3(i)(5) (a “409A Change of Control”).   If a Change of Control does not qualify as a 409A Change of Control, then the date of settlement  of any shares of Common Stock in respect of RSUs that would otherwise be impacted by such  Change of Control under Sections 2(c)-(d) shall instead occur on the date on which such  settlement would have occurred in the absence of such Change of Control.       Section 409A Compliance.  The intent of the parties is that the payments and benefits under this  RSU Agreement comply with Section 409A of the U.S. Internal Revenue Code of 1986, as  amended from time to time, or any successor thereto (the “Code”), to the extent subject thereto,  and accordingly, to the maximum extent permitted, this RSU Agreement shall be interpreted and  administered to be in compliance therewith.  Notwithstanding anything contained herein to the  contrary, the Participant shall not be considered to have terminated employment with the  Company for purposes of any payments under this RSU Agreement which are subject to Section  409A of the Code until the Participant would be considered to have incurred a “separation from  service” from the Company within the meaning of Section 409A of the Code.  Each amount to be  paid or benefit to be provided under this RSU Agreement shall be construed as a separate  identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and  notwithstanding anything contained herein to the contrary, to the extent required in order to  avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that  would otherwise be payable and benefits that would otherwise be provided pursuant to this RSU  Agreement or any other arrangement between the Participant and the Company during the six- month period immediately following the Participant’s separation from service shall instead be  paid on the first business day after the date that is six months following the Participant’s  separation from service (or, if earlier, the Participant’s date of death).  The Company makes no  representation that any or all of the payments described in this RSU Agreement will be exempt  from or comply with Section 409A of the Code and makes no undertaking to preclude Section  409A of the Code from applying to any such payment.  The Participant shall be solely  responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.                                          7