exv10w3






Exhibit 10.3




VIASAT, INC.

1996 EQUITY PARTICIPATION PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT




	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	Grant:
                                    shares of Restricted Stock Units	 	Name:	 	 	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Grant Date:

	 	 	 	Signature:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 




1. Grant. Effective on the Grant Date, you have been granted the number of
shares indicated above of Restricted Stock Units (the “RSU”), providing you the
entitlement to receive Common Stock of ViaSat, Inc., a Delaware corporation
(the “Company”), as the RSU vests, in accordance with the provisions of this
Agreement and the provisions of the 1996 Equity Participation Plan of ViaSat,
Inc. (as amended from time to time, the “Plan”).



2. Forfeiture Upon Termination. Until vested, the RSU shall be subject to
forfeiture in the event of the termination of your employment or service with
the Company and all of its Subsidiaries for any reason, whether such
termination is occasioned by you, by the Company or any of its Subsidiaries,
with or without cause or by mutual agreement (“Termination of Employment”).



3. Transferability. Until vested, the RSU or any right or interest therein is
not transferable except by will or the laws of descent and distribution. Until
Common Stock is issued upon settlement of the RSU, you will not be deemed for
any purpose to be, or have rights as, a Company shareholder by virtue of this
award. You are not entitled to vote any shares of Common Stock by virtue of
this award.



4. Vesting. The RSU will vest and no longer be subject to the restrictions of
and forfeiture under this Agreement in one-fourth (1/4th or 25%)
increments on each anniversary of the Grant Date. Notwithstanding the
foregoing, the RSU shall be fully vested upon your Termination of Employment by
reason of death or permanent disability. “Permanent disability” means that you
are unable to perform your duties by reason of any medically determined
physical or mental impairment which can be expected to result in death or which
has lasted or is expected to last for a continuous period of at least 12
months, as reasonably determined by the Compensation and Human Resources
Committee of the Board (the “Committee”) in their discretion.



5. Payment After Vesting. Upon vesting of the RSU, you will be issued shares
of Common Stock equal to the number of shares vested, in settlement of the RSU
(subject to the withholding requirements described in paragraph 6 below, as
applicable).



6. Withholding. The Company has the authority to deduct or withhold, or
require you to remit to the Company, an amount sufficient to satisfy applicable
Federal, state, local and foreign taxes (including any FICA obligation)
required by law to be withheld with respect to any taxable event arising from
the receipt of the shares of Common Stock upon settlement of the RSU. At any
time not less than five business days before any such tax withholding
obligation arises, you may satisfy your tax obligation, in whole or in part, by
either: (i) electing to have the Company withhold cash payable or shares
otherwise to be delivered with a Fair Market Value equal to the minimum amount
of the tax withholding obligation, or (ii) paying the amount of the tax
withholding obligation directly to the Company in cash. Unless you choose to
satisfy your tax
withholding obligation in accordance with subsection (ii)
above, your tax 





 









 







withholding obligation will be automatically satisfied in
accordance with subsection (i) above. The Committee or the Board will have the
right to disapprove an election to pay your tax withholding obligation under
subsection (ii) in its sole discretion. In the event your tax withholding obligation will be satisfied under subsection (i) above, then the Company, upon
approval of the Committee or the Board, may elect (in lieu of withholding
shares) to instruct any brokerage firm determined acceptable to the Company for
such purpose to sell on your behalf a whole number of shares from those shares
of the RSU issuable to you as the Company determines to be appropriate to
generate cash proceeds sufficient to satisfy your tax withholding obligation.
Your acceptance of this RSU award constitutes your instruction and
authorization to the Company and such brokerage firm to complete the
transactions described in the previous sentence, as applicable. Such shares
will be sold on the day the tax withholding obligation arises (e.g., a vest
date) or as soon thereafter as practicable. The shares may be sold as part of
a block trade with other participants of the Plan in which all participants
receive an average price. You will be responsible for all broker’s fees and
other costs of sale, and you agree 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 your tax withholding obligation, the
Company agrees to pay such excess in cash to you as soon as practicable. You
acknowledge 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 your tax withholding obligation. The Company
may refuse to issue any Common Stock in settlement of your RSU award to you
until your tax withholding obligations are satisfied. To the maximum extent
permitted by law, the Company has the right to retain without notice from
shares issuable under the RSU award or from salary payable to you, shares or
cash having a value sufficient to satisfy your tax withholding obligation.



7. No Effect on Employment. Nothing in the Plan or this Agreement shall be
interpreted to interfere with or limit in any way the right of the Company or
any Subsidiary to terminate your employment or services at any time, nor confer
upon you the right to continue in the employ or service of the Company or any
Subsidiary.



8. Plan Governs. This RSU Award is granted under and governed by the terms
and conditions of the Plan. You acknowledge and agree that the Plan has been
introduced voluntarily by the Company and in accordance with its terms it may
be amended, cancelled, or terminated by the Company, in its sole discretion, at
any time. The grant of RSU under the Plan is a one-time benefit and does not
create any contractual or other right to receive an award of RSU or benefits in
lieu of RSU in the future. Future awards of RSU, if any, will be at the sole
discretion of the Company, including, but not limited to, the timing of the
award, the number of shares and vesting provisions. By execution of this
Agreement, you consent to the provisions of the Plan and this Agreement.
Defined terms used herein shall have the meaning set forth in the Plan, unless
otherwise defined herein.




	 	 	 	 	 
	VIASAT, INC.

	 	 
	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Its:
	 	 	 	 
	 

	 	 

	 	 






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