exv10w3



 



Exhibit 10.3


STOCK RESTRICTION AGREEMENT




V*I CHIP CORPORATION




     Agreement made as of                     ,                      by and between V*I CHIP CORPORATION, a Delaware
corporation with an address of 25 Frontage Road, Andover, Massachusetts 01810 (the “Company”), and
                     (the “Stockholder”), which is the holder of options to purchase shares of common stock, par value $.01 per share, of the Company (the “Common Stock”) (collectively
the shares of Common Stock issuable upon the exercise of such options, and all other shares of
Common Stock acquired by the Stockholder subsequent to the date hereof are herein referred to as
the “Stock”).



     WHEREAS, the Stockholder has been granted, as of the date first set forth above, options to
purchase                      shares of Common Stock of the Company pursuant to the Company’s Amended 2007
Stock Option and Incentive Plan (the “Equity Incentive Plan”);



     NOW, THEREFORE, in consideration of the mutual promises of the parties and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as
follows.



     SECTION 1. Voluntary Transfers. Neither the Stockholder nor any permitted transferee
of his or her shares under Section 5 may sell, assign, transfer, exchange, pledge or otherwise
dispose of any shares of Stock or any interest therein now held or hereafter acquired by such
shareholder (collectively referred to as a “transfer”) without first giving written notice thereof
to the Company, identifying the proposed transferee, the purchase price, if any, and terms of the
proposed transaction, and offering said shares to the Company for purchase by it as hereinafter
provided. On or prior to the later of: (i) 30 days after receipt of the notice or (ii) if the
Stockholder acquired said shares of Stock from the Company, seven months after the date of such
acquisition, the Company may elect to purchase all of the shares so offered and if it does not do
so, said shares may be transferred within 60 days after the expiration of said period to the
proposed transferee upon the price and terms specified in the notice, provided that said transferee
shall thereupon become a party to this Agreement as a Stockholder in the manner provided
hereinafter.



     SECTION 2. Termination of Employment. Within 30 days after the voluntary or
involuntary termination of all employment of a Stockholder with the Company as an employee, officer
and Director thereof, except a termination by reason of death, said Stockholder and each transferee
of his or her shares under Section 5 shall give written notice to the Company offering to the
Company for purchase as hereinafter provided all of the shares of Stock owned on the date of
termination by said Stockholder and each such transferee. On or prior to the later of: (i) 30
days after receipt of the notice or (ii) if the Stockholder acquired any shares of Stock from the
Company, seven months after the date of such acquisition, the Company may elect to purchase all or
any part of the shares so offered and if it does not elect to do so, said shares may be retained by
said Stockholder or transferee subject to all other provisions of this Agreement.



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     SECTION 3. Death of a Stockholder. In the event of the death of the Stockholder, his
or her executors or administrators and each transferee of his or her shares under Section 5 shall,
within 90 days after the date of death, give written notice thereof to the Company offering to it
for purchase as hereinafter provided all of the shares of Stock owned on said date by the
Stockholder and each such transferee. On or prior to the later of: (i) 30 days after receipt of
the notice or (ii) if the Stockholder acquired any shares of Stock from the Company, seven months
after the date of such acquisition, the Company may elect to purchase all or any part of the shares
so offered; and if the Company does not do so, said shares may be retained by the estate of said
Stockholder or by such transferee subject to all other provisions of this Agreement.



     SECTION 4. Transfers by Operation of Law. In the event that a Stockholder (i) files a
voluntary petition under any bankruptcy or insolvency law, or a petition for the appointment of a
receiver or makes an assignment for the benefit of creditors, or (ii) is subjected involuntarily to
such a petition or assignment or to an attachment or other legal or equitable interest with respect
to his or her shares of Stock, and such involuntary petition or assignment or attachment is not
discharged within 60 days after its date, or (iii) is subjected to a transfer of shares of his or
her Stock by operation of law, the Company shall have the right to elect to purchase all or any
part of the shares of Stock which are owned by the Stockholder. Failure of the Company to elect to
purchase said shares under this Section shall not affect its right to purchase the same shares
under Section 1 in the event of a proposed sale, assignment, transfer, pledge or other disposition
thereof by or to any receiver, petitioner, assignee, transferee or other person obtaining an
interest in said shares.



     SECTION 5. Exceptions to Restrictions. Except as provided above, these restrictions
shall be inapplicable to:




     (a) Transfers of Stock between the Stockholder and the trustees of a trust revocable by
the Stockholder alone,




     (b) Transfers of Stock between the Stockholder and his or her guardian or conservator,
and




     (c) Transfers of Stock upon the death of the Stockholder to his or her executors or
administrators or to trustees under his or her will;


provided, that such Stock in the hands of each such transferee shall remain subject to this
Agreement.




     SECTION 6. Transfers in Violation of Agreement. If any transfer of shares of Stock is
made or attempted contrary to the provisions of this Agreement, or if shares of Stock are not
offered to the Company as required by this Agreement, the Company shall have the right to purchase
said shares from the owner thereof or his or her transferee at any time before or after the
transfer, as hereinafter provided. In addition to any other legal or equitable remedies which it
may have, the Company may enforce its rights by actions for specific performance (to the extent
permitted by law) and may refuse to recognize any such transferee as one of its stockholders for



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any purpose, including without limitation for purposes of dividend and voting rights, until
all applicable provisions of this Agreement have been complied with.



     SECTION 7. Purchase Price.




        (a) Except as provided in Section 7(b) of this Agreement, unless otherwise determined by the
unanimous consent of the members of the Board of Directors the purchase price per share of Stock
which the Company elects to purchase pursuant to this Agreement shall be equal to the exercise
price of the most recent award of an option under the Company’s Equity Incentive Plan, provided
that the exercise price of such option was not less than the fair market value of the Stock at the
time of grant and was granted not more than three months prior to the event giving rise to the
Stockholder’s right to purchase such Stock. In the event no such option was awarded within such
three month period, then the purchase price per share of Stock shall be the fair market value of
such Stock as determined by unanimous consent of the Board of Directors.




        (b) Notwithstanding any contrary provisions hereof, in the event of a proposed sale of Stock
of the Stockholder under Section 1, or of the Stockholder’s transferee under Section 5, to a third
party in a bona fide transaction for fair value payable in cash or the equivalent currently or in
future installments, the purchase price of said Stock shall be the value offered by such third
party and the Company shall have the right of first refusal, exercisable within the period
specified in Section 1, to purchase said Stock at such price upon terms equivalent to those offered
by such third party. Such right of first refusal shall not apply to a proposed assignment,
transfer, exchange, pledge or any other sale or disposition of Stock under Section 1 which does not
constitute a sale as described above, and the provisions of subparagraphs (a) and (b) of this
Section 7 shall apply to such other transactions.



     SECTION 8. Tenders. All shares of Stock which the Company has elected to purchase
hereunder shall be tendered to the Company, or to one or more substitute purchasers designated by
it, at the principal office of the Company at a reasonable date and time specified by it (in any
event within 30 days after the Company’s election), by delivery of certificates representing such
shares, endorsed in blank and in proper form for transfer against payment of the purchase price in
cash or by certified or bank checks, except as provided in Section 9.



     SECTION 9. Payment by Installments. If no person has been designated as a substitute
purchaser by the Company pursuant to Section 8 and if the total purchase price of a single purchase
of Stock by the Company exceeds 10% of its working capital as of any date within 60 days prior to
the date of tender of said Stock, the Company may elect to make payment in such installments as it
deems appropriate over a period not exceeding 36 months from the date of tender. Unpaid
installments shall bear interest at the lowest “applicable Federal rate” established under
Section 1274(d)(2) (or its successor provision) of the Internal Revenue Code which is in effect
during the three month period ending with the month in which the Company elects to purchase, and
shall be evidenced by a promissory note of the Company.



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     SECTION 10. No Transfer of Unvested Shares. The Stockholder acknowledges and agrees
that his or her interests in any shares of Restricted Stock awarded under the Equity Incentive Plan
are subject to forfeiture and repurchase unless and until all conditions to the vesting of such
shares have been satisfied under the Equity Incentive Plan and the related Restricted Stock Award,
and that such shares may not be transferred in any manner unless and until all conditions to such
vesting have been fulfilled and the restrictions shall have lapsed.



     SECTION 11. Waiver and Amendment. From time to time the Company may waive its rights
hereunder either generally or with respect to one or more specific transfers which have been
proposed, attempted or made. All action to be taken by the Company hereunder (including any
amendment of this Agreement) shall be taken only with the consent of the holders of a majority of
the issued and outstanding shares of Common Stock. Any Stock which the Company has elected to
purchase hereunder may be disposed of by the Company (acting through its Board of Directors) in
such manner as it deems appropriate, with or without further restrictions on the transfer thereof,
subject to any applicable legal requirements or contractual agreements.



     SECTION 12. Action by Stockholders. Unless otherwise expressly provided to the
contrary herein, in any case where the holders of issued and outstanding shares of Common Stock are
to consent or otherwise act under this Agreement, such action may be taken by written consent of
such stockholders or by a meeting of the stockholders called in the manner provided for a meeting
of stockholders in the by-laws of the Company.



     SECTION 13. Termination. This Agreement shall terminate upon the first to occur of
the following events:




     (a) The consummation of a Transaction (as such term is defined in the Equity Incentive
Plan);




     (b) The closing of a registered underwritten public offering of the Company’s equity
securities or such other event as a result of or following which the Company’s equity
securities are publicly held; or




     (c) The unanimous consent of the Board of Directors and the holders of a majority of
the issued and outstanding shares of Common Stock.



     SECTION 14. Legend on Certificates. Each certificate of Stock subject to this
Agreement shall bear on its face the following legend:




“The shares represented by this certificate are subject to
restrictions on transfer, a copy of which will be furnished by the
Company to the holder of this certificate upon written request and
without charge.”



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     SECTION 15. Parties. This Agreement shall be binding upon the parties hereto and
their heirs, representatives, successors and assigns. The Company may assign its rights hereunder
either generally or from time to time to one or more substitute purchasers of Stock which it has
the right to purchase, except as provided in Section 9. Transferees, successors or additional
holders of Stock may become parties to this Agreement by endorsing a schedule attached hereto or by
executing a counterpart of this Agreement. An original copy of this Agreement and of any
counterpart subsequently executed shall be kept by the Secretary of the Company.



     SECTION 16. Notices. All notices and elections hereunder shall be in writing and
shall be delivered, transmitted by facsimile or sent by certified or registered mail, postage
prepaid, to the parties at their addresses set forth above or to any subsequent address of which
the Company has notified the Stockholders or any Stockholder has notified the Company. Such
notices or elections shall be effective upon receipt or three days after the date mailed, whichever
is sooner.



     SECTION 17. Governing Law. This Agreement shall be construed under and governed by
the laws of the State of Delaware, applied without regard to its conflicts of laws principles.



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     EXECUTED as an instrument under seal as of the date first set forth above.



	 	 	 	 	 
	 	V*I CHIP CORPORATION

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	President 	 
	 
	 	STOCKHOLDER:

 	 
	 	
 	 
	 	[NAME] 	 
	 	 	 
	 




     The undersigned holder of shares of Common Stock of the Company hereby consents to the
execution and delivery of this Agreement by the Company.



	 	 	 	 	 
	 	VICOR CORPORATION

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




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