EXHIBIT 10.2


 


HITTITE MICROWAVE CORPORATION


 


EMPLOYEE’S RESTRICTED STOCK AGREEMENT


 


1.
Restricted Stock Award.  Hittite Microwave Corporation (the “Company”) has granted to [                              ] (the “Grantee”), a restricted stock award (the “Award”), pursuant to the Company’s 2005
Stock Incentive Plan (the “Plan”),
of [      ] shares (the “Shares”) of common stock, $0.01 par value (“Common Stock”), of the Company, subject to
the terms and conditions of this Agreement and the Plan.  Except where the context otherwise requires,
the term “Company” shall include the parent and all present and future
subsidiaries of the Company as defined in Sections 424(e) and 424(f) of
the Internal Revenue Code of 1986, as amended or replaced from time to time
(the “Code”). Capitalized terms
used and not otherwise defined herein shall have the meanings ascribed to them
in the Plan.


 


2.
Forfeitable Shares and Vested Shares.  All Shares shall be deemed to be “Forfeitable
Shares” until the Company’s right of forfeiture, described in Section 4,
below, has expired (and the Grantee’s right to retain such shares has accrued)
in accordance with the vesting schedule set forth in Section 3.  Forfeitable Shares shall be subject to
forfeiture as described in Section 4, below.  “Vested
Shares” are Shares held by the Grantee as to which the Company’s
right of forfeiture has expired (and the Grantee’s right to retain has accrued)
based on the stock vesting schedule.  All
certificates representing Forfeitable Shares shall remain in the possession of
the Company until such shares become Vested Shares in accordance with the terms
of this Agreement.


 


3.
Vested Shares; Vesting Schedule.  The Company’s right of Forfeiture shall
expire and the Shares shall become Vested Shares in accordance with the
following schedule:


 


(a) One-third (33 1/3%) of
the total number of Shares shall become Vested Shares on the third anniversary
of the vesting date of [                          ] (the “Vesting Date”); and


 


(b) The remaining Shares
shall become Vested Shares on the fifth anniversary of the Vesting Date;
provided that


 


(c) in the event of a
Change in Control of the Company, as defined in the Plan, the vesting of this
Award shall be automatically be accelerated, contingent upon, and effective
immediately prior to, the consummation of the transaction constituting such
Change in Control, such that (i) the number of Shares subject to this
Award that are Vested Shares shall be equal to the number of Shares that would
have been vested as of the date of consummation of the Change in Control if the
vesting schedule of this Award had provided for vesting in 60 equal monthly
installments, commencing on the first month anniversary of the Vesting Date,
and on the corresponding day of each of the next 59 months (the “Modified
Vesting Schedule”), and (ii) this Award shall thereafter


 

















 


continue to vest in accordance with the
Modified Vesting Schedule.


 


4.
Forfeiture of Shares.


 


4.1
Forfeiture.  If for any reason
the Grantee ceases to be employed by the Company (including, without
limitation, by reason of the Grantee’s voluntary resignation or the Company’s
dismissal of the Grantee for any reason, with or without cause) then all Shares
which as of the date of such termination of employment constitute Forfeitable
Shares shall be forfeited to the Company without payment of any consideration
by the Company.  There shall be no
further accruals under the vesting schedule, and no further Forfeitable Shares
shall become Vested Shares, from and after the date of any such termination of
employment.


 


4.2
Death or Disability.  In the event of the
death or Disability of the Grantee, the vesting of the Shares under the Vesting
Schedule shall be automatically accelerated so that all Shares become Vested
Shares, effective as of the date of death or Disability. The Committee shall
have sole authority and discretion to determine whether the Grantee’s
employment has been terminated by reason of Disability.


 


4.3
 Normal Retirement.  In the event of the
normal retirement of the Grantee, then the vesting of the Shares shall be
automatically accelerated so that all Shares become Vested Shares, effective as
of the date of retirement.  The Committee
shall have sole authority and discretion to determine whether the Grantee’s
employment has been terminated by reason of normal retirement.


 


4.4
Forfeiture of Forfeitable Shares.  The Grantee’s
rights in all Forfeitable Shares shall terminate automatically on the date of
the Grantee’s termination of employment, and the Company may thereupon cancel
the certificate or certificates representing such Forfeitable Shares on its
books.  In the event that the
certificates then being retained by the Company under this Agreement also
represent other shares of Common Stock not being forfeited to the Company, the
Company shall issue to the Grantee replacement certificates for such other
shares.


 


4.5
Nontransferability of Shares.  No Shares may be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) or otherwise disposed of prior to their becoming Vested
Shares.  Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of any Forfeitable Shares, or
upon the levy of any attachment or similar process upon Forfeitable Shares, the
Company shall have a right of Forfeiture with respect to such Forfeitable
Shares. Notwithstanding the foregoing, the Grantee may transfer any Shares
either during his or her lifetime or on death by will or intestacy to one or
more members of his or her immediate family or to a trust the beneficiaries of
which are exclusively the undersigned and/or a member or members of his or her
immediate family; provided, however, that prior to any such transfer each
transferee shall execute an agreement, satisfactory to the Company, pursuant to
which each transferee shall agree to receive and hold such Shares subject to
the provisions hereof (including, without limitation, the Company’s right of
forfeiture with respect to any Shares so transferred that constitute
Forfeitable Shares), and there shall be no further transfer except in
accordance with the provisions hereof. 
For the purposes of this paragraph, “immediate family” shall mean
spouse, lineal descendent, father, mother, brother or sister of the transferor.


 


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5.
No Special Employment Rights.  Nothing contained in the Plan or this
Agreement shall confer upon the Grantee any right with respect to the
continuation of his or her employment by the Company or interfere in any way
with the right of the Company at any time to terminate such employment or to
increase or decrease the Grantee’s compensation.


 


6.
Rights as a Shareholder.  The Grantee shall have the rights of a
shareholder with respect to all of the Forfeitable Shares and the Vested Shares
held by the Grantee (including, without limitation, any rights to vote and to
receive dividends or non-cash distributions with respect to such shares) unless
and until the Company exercises its right of Forfeiture as to any or all of the
Forfeitable Shares in accordance with Section 4.


 


7. Availability
of Tax Election: Withholding.


 


(a)  Grantee acknowledges that the Company has
advised the Grantee of the possibility of making an election under Section 83(b) of
the Code with respect to the Award of the Shares and has recommended that the
Grantee consult a qualified tax advisor regarding the desirability of making
such an election in light of the Grantee’s individual circumstances.


 


(b)  Grantee shall, no later than the date as
of which the value of any Shares first becomes includable in the gross income
of the Grantee for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of any Federal,
state, local and/or payroll taxes of any kind required by law to be withheld
with respect to such income.  The Company
and its Affiliates shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the
participant.


 


(c)  Grantee may elect to have such tax
withholding obligation satisfied, in whole or in part, by (i) authorizing
the Company to withhold from the Shares a number of shares with an aggregate
Fair Market Value (as defined in the Plan, and determined of the date the
withholding is effected) that would satisfy the withholding amount due with
respect to such Award, or (ii) delivering to the Company a number of
Shares with an aggregate Fair Market Value (as of the date the withholding is
effected) that would satisfy the withholding amount due.


 


8.
Miscellaneous.


 


8.1 By accepting this Award, Grantee agrees that,
if so requested by the Company or by the underwriters managing any underwritten
offering of the Company’s securities, the recipient will not, without the prior
written consent of the Company or such underwriters, as the case may be, sell,
make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any shares subject to any such Award during the Lock-up
Period, as defined below. The “Lock-Up Period” shall mean a period of time not
exceeding 180 days or, if greater, such number of days as shall have been
agreed to by each director and executive officer of the Company in a
substantially similar lock-up agreement by which each such director and executive
officer is bound. If requested by the Company or such underwriters, the Grantee
will enter into an agreement with such underwriters consistent with the
foregoing.


 


8.2
Any certificate representing Shares shall be subject to a legend in
substantially the following form:


 


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“THE
SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND ARE
TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN RESTRICTED STOCK AGREEMENT
DATED [                          ].  ANY ATTEMPTED TRANSFER OF THE SHARES OF STOCK
EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND
VOID AND WITHOUT EFFECT.  A COPY OF THE
AGREEMENT MAY BE OBTAINED FREE OF CHARGE FROM THE SECRETARY OF THE
COMPANY.”


 


8.3
Grantee hereby agrees to execute and deliver to the Secretary of the Company a
stock power (endorsed in blank) hereto covering this Award and authorizes the
Secretary to deliver to the Company for cancellation any and all Shares that
are forfeited or withheld under the provisions of this Agreement.


 


8.4
Except as provided herein, this Agreement may not be amended or otherwise
modified unless evidenced in writing and signed by the Company and the Grantee.


 


8.5
All notices under this Agreement shall be mailed or delivered by hand to the
parties at their respective addresses set forth beneath their names below or at
such other address as may be designated in writing by either of the parties to
one another.


 


8.6
This Agreement shall be governed by and construed in accordance with the laws
of The Commonwealth of Massachusetts, without regard to its principles of
conflicts of laws.


 


8.7
This Agreement is and shall be subject in every respect to the provisions of
the Plan, as amended from time to time, which is incorporated herein by
reference and made a part hereof.


 


8.8
This Agreement is executed in two (2) counterpart originals, one (1) to
be retained by the Grantee and one (1) to be retained by the Company.


 


	
  Date of Grant:

  	
   

  
	
   

  	
   

  
	
   

  	
  HITTITE MICROWAVE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title: President and Chief Executive Officer

  



 


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GRANTEE’S ACCEPTANCE


 


The undersigned hereby
accepts the grant of the Restricted Stock Award described in this Agreement and
agrees to the terms and conditions thereof. 
The undersigned hereby acknowledges receipt of a copy of the Company’s
2005 Stock Incentive Plan.


 


	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Social Security Number:

  
	
   

  	
   

  	
   

  



 


STOCK POWER


 


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the Company
a total of                             
shares of the Common Stock of the Company represented by stock certificate
number        
to be delivered herewith, and does hereby irrevocably constitute and appoint
                                            
as attorney to transfer said shares on the books of the Company with full power
of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  



 


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