exv10w4






Exhibit 10.4




VIASAT, INC.

1996 EQUITY PARTICIPATION PLAN

EXECUTIVE 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”), 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 and issued upon settlement, 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.




     (a) 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. The first one-fourth will
vest on the 13th month anniversary of the Grant Date and
the remaining three-fourths will vest on the second, third and
fourth anniversaries of the Grant Date.



     (b) 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. Except as provided in paragraph 6, 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 7 below, as applicable).




 









 





6. Deferral Election




     (a) Initial Election.



          (i) If you make a valid initial deferral election, then you can elect to
defer the timing of receipt of the Common Stock otherwise deliverable
under paragraph 5 to a later date. You may make a separate initial
deferral election with respect to each one-fourth portion of your RSU
award. The initial deferral election must be made within 30 days of the
Grant Date.




          (ii) If you are a “specified employee” (as determined in accordance with
Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation Section
1.409A-1(i)) on the date of your “separation from service” (as defined in
Section 1.409A-1(h) of the Treasury Regulations), the delivery of any of
your Common Stock to be delivered upon such “separation from service”
shall be delayed to the extent necessary to avoid a prohibited
distribution under Section 409A(a)(2)(B)(i) of the Code, and such payment
shall be paid or distributed to you on the earlier of (a) the expiration
of the six-month period measured from the date of your “separation from
service” or (b) the date of your death.




     (b) Subsequent Deferral Election. Under certain circumstances, you may make one
additional deferral election with respect to receipt of the Common Stock otherwise
deliverable. That second deferral election:



          (i) must be made at least 12 months prior to the scheduled delivery date;




          (ii) will not be effective for at least 12 months after you make it; and




          (iii) must postpone delivery for at least five years but no more than 10
years from the scheduled delivery date.




     Notwithstanding any deferral election you make, all Common Stock will be delivered in
satisfaction of the RSU upon a Change in Control (so long as such Change in Control
also constitutes a change in the ownership or effective control of the corporation, or
a change in the ownership of a substantial portion of the assets of the corporation,
within the meaning of Section 409A(a)(2)(A)(v) of the Code and the Section
1.409A-3(i)(5) of the Treasury Regulations) or within 30 days after your death.



     Such deferral elections must comply with the requirements of Code Section 409A and the
Treasury Regulations or other guidance issued thereunder as well as any Plan rules on
deferrals.



     (c) Unforeseeable Emergencies. Notwithstanding your existing elections, in the event
you have an “unforeseeable emergency” resulting in severe financial hardship to you,
you may elect to receive an earlier delivery of your vested shares in accordance with
the applicable rules. Any such distribution shall occur within 30 days following the
Committee’s determination that an “unforeseeable emergency” exists.



     An “unforeseeable emergency” means your severe financial hardship resulting from (i)
an illness of yours, your spouse or your dependent, (ii) loss of your property due to
casualty or (iii) other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond your control. The determination of whether you have an
unforeseeable emergency is made by the Committee, in its sole discretion.



     To apply for such a distribution, you must file a request indicating the nature of the
unforeseeable



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emergency, the amount of your financial hardship as well as whether or
not the hardship may be relieved through insurance or through the disposition of other
assets.




     If the Committee determines that you qualify, then the shares to be delivered to you
cannot have a value in excess of the amount necessary to satisfy your hardship, plus
an amount necessary to pay taxes reasonably anticipated as a result of such
distribution. This must be approved by the Committee, in its sole discretion, after
taking into account the extent to which you could satisfy the hardship through
reimbursement or compensation by insurance or otherwise or by liquidation of such of
your assets as would not itself cause severe financial hardship and as otherwise
required by law.


7. 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 (i.e., a date Common Stock is delivered) 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.



8. 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.



9. 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




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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.



10. Amendment. The Committee may amend, terminate or revoke this Agreement in any respect to the
extent determined necessary or desirable by the Committee in its discretion to comply with the
requirements of Section 409A of the Code and the Treasury Regulations or other guidance issued
thereunder. You expressly understand and agree that no additional consent from you shall be
required in connection with such amendment, termination or revocation.



11. Section 409A of the Code. To the extent applicable, this Agreement and the RSUs shall be
interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and
other interpretive guidance issued thereunder.




	 	 	 	 	 
	VIASAT, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Its:
	 	 	 	 
	 

	 	 

	 	 







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