exv10w18



 





Exhibit 10.18




[FORM FOR EMPLOYEES]




Restricted Stock Unit Award Agreement

Under the

Ultra Clean Holdings, Inc.

Stock Incentive Plan



Date of Grant:



Name of Participant:



Number of Units/Shares:




     Ultra Clean Holdings, Inc., a Delaware corporation (the “Company”), hereby grants the number
of restricted stock units (each representing a share of common stock of the company (the “Shares”))
set forth above (the “RSUs”), as of the date of grant set forth above (the “Grant Date”), to the
above-named participant (“Participant”) pursuant to Section 7 of the Ultra Clean Holdings, Inc.
Amended and Restated Stock Incentive Plan (the “Plan”), in consideration for your services to the
Company.



     Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.
The terms and conditions of this Restricted Stock Unit Award Agreement (this “Agreement”), to the
extent not controlled by the terms and conditions contained in the Plan, are as follows:



     1.   Vesting.  The RSUs shall become vested on the following vesting schedule, subject to
Participant remaining an employee of the Company on the applicable vesting date: *****[time-based
or performance based vesting]*****



     2.   Forfeiture of Unvested RSUs.  Immediately upon termination of Participant’s employment for
any reason (including death or disability), any unvested RSUs shall be forfeited without
consideration.



     3.   Conversion into Common Stock.  Shares will be issued as soon as practicable following
vesting of the RSUs. As a condition to such issuance, Participant shall have satisfied his or her
tax withholding obligations as specified in this Agreement and shall have completed, signed and
returned any documents and taken any additional action that the Company deems appropriate to enable
it to accomplish the delivery of the Shares. In no event will the Company be obligated to issue a
fractional share. Notwithstanding the foregoing, (i) the Company shall not be obligated to deliver
any Shares during any period when the Company determines that the conversion of a RSU or the
delivery of shares hereunder would violate any federal, state or other applicable laws and/or may
issue shares subject to any restrictive legends that, as determined by the Company’s counsel, is
necessary to comply with securities or other regulatory



 









 




requirements, and (ii) the date on which shares are issued may include a delay in order to
provide the Company such time as it determines appropriate to address tax withholding and other
administrative matters.




     4.   Tax Treatment.  Any withholding tax liabilities (whether as a result of federal, state or
other law and whether for the payment and satisfaction of any income tax, social security tax,
payroll tax, or payment on account of other tax related to withholding obligations that arise by
reason of the RSUs) incurred in connection with the RSUs becoming vested and Shares issued, or
otherwise incurred in connection with the RSUs, may be satisfied in any of the following manners
determined by the Company (and the Company may with notice to Participant require any of the
following methods): (i) by the Company withholding a number of Shares that would otherwise be
issued under the RSUs that the Company determines have a fair market value approximately equal to
the minimum amount of taxes that the Company concludes it is required to withhold under applicable
law; (ii) by payment by Participant to the Company in cash or by check an amount equal to the
minimum amount of taxes that the Company concludes it is required to withhold under applicable law
(which amount shall be due within one business day of the day the tax event arises unless otherwise
determined by the Company); or (iii) by the sale by Participant of a number of Shares that are
issued under the RSUs, which the Company determines is sufficient to generate an amount that meets
the tax withholding obligations plus additional shares to account for rounding and market
fluctuations, and payment of such tax withholding to the Company, and such Shares may be sold as
part of a block trade with other participants of the Plan. Participant hereby authorizes the
Company to withhold such tax withholding amount from any amounts owing to Participant to the
Company and to take any action necessary in accordance with this paragraph.



     Notwithstanding the foregoing, Participant acknowledges and agrees that he is responsible for
all taxes that arise in connection with the RSUs becoming vested and Shares being issued or
otherwise incurred in connection with the RSUs, regardless of any action the Company takes pursuant
to this Section.



     5.   Lock-up Period.  Participant agrees that the Company (or a representative of the
underwriter(s)) may, in connection with any underwritten registration of the offering of any
securities of the Company under the Securities Act, require that Participant not sell, dispose of,
transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging
or similar transaction with the same economic effect as a sale, any Shares or other securities of
the Company held by Participant, for a period of time specified by the underwriter(s) (not to
exceed one hundred eighty (180) days) following the effective date of the registration statement of
the Company filed under the Securities Act. Participant further agrees to execute and deliver such
other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are
consistent with the foregoing or that are necessary to give further effect thereto. In order to
enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to
Participant’s Shares until the end of such period. The underwriters of the Company’s stock are
intended third party beneficiaries of this Section and shall have the right, power and authority to
enforce the provisions hereof as though they were a party hereto.



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     6.   Restrictions on Transfer of Shares.  Participant understands and agrees that the RSUs may
not be sold, given, transferred, assigned, pledged or otherwise hypothecated by the holder. In
addition, Participant understands and agrees that any Shares are subject to the applicable
restrictions on transfer set forth in the Plan.



     7.   Certificates.  Certificates issued in respect of the Shares shall, unless the Committee
otherwise determines, be registered in the name of Participant. Such stock certificate shall carry
such appropriate legends, and such written instructions shall be given to the Company transfer
agent, as may be deemed necessary or advisable by counsel to the Company in order to comply with
the requirements of the Securities Act of 1933, any state securities laws or any other applicable
laws.



     8.   Stockholder Rights.  Participant will have no voting or other rights as the Company’s other
stockholders with respect to the Shares until issuance of the Shares.



     9.   No Employment/Service Rights.  Neither this Agreement nor the grant of the RSUs hereby
confers on Participant any right to continue in the employ or service of the Company or any
Subsidiary or interferes in any way with the right of the Company or any Subsidiary to determine
the terms of Participant’s employment or service.



     10.   Terms of Plan, Interpretations.  This Agreement and the terms and conditions herein set
forth are subject in all respects to the terms and conditions of the Plan, which shall be
controlling. All interpretations or determinations of the Committee and/or the Board shall be
binding and conclusive upon Participant and his legal representatives on any question arising
hereunder. Participant acknowledges that he has received and reviewed a copy of the Plan.



     11.   Notices.  All notices hereunder to the party shall be delivered or mailed to the following
addresses:



     If to the Company:


Ultra Clean Holdings, Inc.

150 Independence Drive

Menlo Park, CA 94025

Attn: Controller




     If to Participant:




At the address specified on the signature page or the last address for Participant
in the Company’s records.



     Such addresses for the service of notices may be changed at any time provided notice of such
change is furnished in advance to the other party.



     12.   Entire Agreement.  This Agreement contains the entire understanding of the parties hereto
in respect of the subject matter contained herein. This Agreement together



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with the Plan supersedes all prior agreements and understandings between the parties hereto
with respect to the subject matter hereof.




     13.   Governing Law.  This Agreement shall be governed by and construed in accordance with the
laws of the State of California, without application of the conflict of laws principles thereof.



     14.   Counterparts.  This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and hereto were upon the
same instrument.



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     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the
date first above written.



	 	 	 	 	 
	 	ULTRA CLEAN HOLDINGS, INC.



 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	PARTICIPANT:



 	 
	 	 	 
	 	Name:  	 	 
	 	Address:  	 	 
	 




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