EX-10.4



 EXHIBIT 10.4 

CAVIUM, INC. 

2016 EQUITY INCENTIVE PLAN 

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT
AWARD GRANT NOTICE 
 Cavium, Inc. (the “Company”) hereby grants to Participant a
Restricted Stock Unit Award (the “Award”) under the Cavium, Inc. 2016 Equity Incentive Plan (the “Plan”) for the number of restricted stock units (the “RSUs”) set forth below.
This Award is subject to all of the terms and conditions set forth in this Non-Employee Director Restricted Stock Unit Award Grant Notice (the “Grant Notice”) and in the Non-Employee Director Restricted Stock Unit Award
Agreement (the “Agreement”) and the Plan, both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined in this Grant Notice but defined in the Plan or the Agreement
will have the same definitions as in the Plan or the Agreement. 
  

					
	Participant:	  	  
	  	
	Date of Grant:	  	  
	  	
	Vesting Commencement Date:	  	  
	  	
	Number of RSUs Subject to Award:	  	  
	  	

  

			
	Vesting Schedule:	  	Subject to Section 2 of the Agreement, this Award will vest as follows:
                        .
		
	Issuance Schedule:	  	Subject to any change upon a Capitalization Adjustment, one share of Common Stock will be issued for each RSU that vests at the time set forth in Section 6 of the Agreement.

 Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Grant
Notice, the Agreement, the Plan and the prospectus for the Plan. Participant further acknowledges that as of the Date of Grant, this Grant Notice, the Agreement and the Plan set forth the entire understanding between Participant and the Company
regarding this Award and supersede all prior oral and written agreements, promises and/or representations regarding this Award, with the exception, if applicable, of (i) any written employment, offer letter or severance agreement, or any
written severance plan or policy specifying the terms that should govern this Award, (ii) the Company’s Non-Employee Director Compensation Policy and (iii) the Company’s Stock Ownership Guidelines. By accepting this Award,
Participant consents to receive this Grant Notice, the Agreement, the Plan, the prospectus for the Plan and any other Plan-related documents by electronic delivery and to participate in the Plan through an on-line or electronic system established
and maintained by the Company or another third party designated by the Company. Participant’s acceptance of this Award, and Participant’s acknowledgement and agreement with the terms set forth in this paragraph, will be evidenced by
Participant’s signature below or by electronic acceptance or authentication in a form authorized by the Company. 
  

									
	CAVIUM, INC.	 		 	PARTICIPANT
				
	By:	 	 	 		 	 
		 	Signature	 		 	Signature
					
	Title:	 	 	 		 	Date:	 	 
					
	Date:	 	 	 		 		 	

 ATTACHMENTS: Non-Employee Director Restricted Stock Unit Award Agreement, 2016 Equity Incentive Plan,
Prospectus 







 CAVIUM, INC. 

2016 EQUITY INCENTIVE PLAN 

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT
AWARD AGREEMENT 
 Pursuant to the accompanying Non-Employee Director Restricted Stock Unit Award Grant
Notice (the “Grant Notice”) and this Non-Employee Director Restricted Stock Unit Award Agreement (the “Agreement”), Cavium, Inc. (the “Company”) has granted you a Restricted
Stock Unit Award (the “Award”) under the Cavium, Inc. 2016 Equity Incentive Plan (the “Plan”) for the number of restricted stock units (the “Restricted Stock Units”) set forth
in the Grant Notice. This Award is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). Capitalized terms not explicitly defined in this Agreement but defined in the Plan or
the Grant Notice will have the same definitions as in the Plan or the Grant Notice. 
 1. GRANT OF
THE AWARD. This Award represents your right to be issued on a future date (as set forth in Section 6) one share of Common Stock for each Restricted Stock Unit subject to this Award that vests in accordance with
the Grant Notice and this Agreement. This Award was granted in consideration of your services to the Company or an Affiliate. 
 2.
VESTING. 
 (a) Subject to the terms of this Section 2, this Award will vest, if at all, in accordance with
the vesting schedule set forth in the Grant Notice. In the event that you are required to resign your position as a Non-Employee Director as a condition of a Change in Control or you are removed from your position as a Non-Employee Director in
connection with a Change in Control, vesting of this Award will accelerate in full immediately prior to the effectiveness of your resignation or removal, contingent upon the effectiveness of such Change in Control. 

(b) Except as otherwise described in Section 2(a), (i) vesting of this Award will cease upon the termination of your
Continuous Service and (ii) upon such termination of your Continuous Service, you will forfeit (at no cost to the Company) any Restricted Stock Units subject to this Award that have not vested as of the date of such termination and you will
have no further right, title or interest in such Restricted Stock Units. 
 3. NUMBER OF
RESTRICTED STOCK UNITS AND SHARES OF COMMON STOCK. 

(a) The number of Restricted Stock Units subject to this Award, as set forth in the Grant Notice, will be adjusted for Capitalization
Adjustments, if any, as provided in the Plan. 
 (b) Any additional Restricted Stock Units and any shares of Common Stock, cash or
other property that become subject to this Award pursuant to this Section 3 will be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of issuance as
applicable to the other Restricted Stock Units subject to this Award to which they relate. 

  
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 (c) No fractional shares or rights for fractional shares of Common Stock will be created
pursuant to this Section 3. Any fractional shares that may be created by the adjustments referred to in this Section 3 will be rounded down to the nearest whole share. 

4. SECURITIES LAW COMPLIANCE. You will not be issued any shares of Common Stock in respect
of this Award unless either (i) such shares are registered under the Securities Act or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. This Award also must comply
with all other applicable laws and regulations governing this Award, and you will not receive any shares of Common Stock in respect of this Award if the Company determines that such receipt would not be in material compliance with such laws and
regulations. 
 5. TRANSFERABILITY. Except as otherwise provided in this Section 5, this Award is not
transferable, except by will or by the laws of descent and distribution and prior to the time that shares of Common Stock in respect of this Award have been issued to you, you may not transfer, pledge, sell or otherwise dispose of any portion of the
Restricted Stock Units or the shares of Common Stock in respect of this Award. For example, you may not use any shares of Common Stock that may be issued in respect of this Award as security for a loan, nor may you transfer, pledge, sell or
otherwise dispose of such shares. This restriction on transfer will lapse upon issuance to you of the shares of Common Stock in respect of this Award. 

(a) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you
and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive any distribution of Common Stock or other consideration under this Award, pursuant to the terms of a domestic
relations order, official marital settlement agreement or other divorce or separation instrument as permitted by applicable law that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss with the
Company’s General Counsel the proposed terms of any such transfer prior to finalizing such domestic relations order, marital settlement agreement or other divorce or separation instrument to help ensure the required information is contained
within the domestic relations order, marital settlement agreement or other divorce or separation instrument. 
 6. DATE
OF ISSUANCE. 
 (a) The issuance of any shares of Common Stock in respect of this Award is
(i) subject to satisfaction of the tax withholding obligations set forth in Section 10 and (ii) intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. The form
of such issuance (e.g., a stock certificate or electronic entry evidencing such shares) will be determined by the Company. 
 (b)
In the event one or more Restricted Stock Units subject to this Award vests, the Company will issue to you, on the applicable vesting date, one share of Common Stock for each Restricted Stock Unit that vests on such date (and for purposes of
this Agreement, such issuance date is referred to as the “Original Issuance Date”); provided, however, that if the Original Issuance Date falls on a date that is not a business day, such shares will instead be issued
to you on the next following business day. 

  
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 (c) Notwithstanding the foregoing, if: 

(i) this Award is otherwise subject to Withholding Taxes (as described in Section 10) on the Original Issuance Date, 

(ii) the Original Issuance Date does not occur (x) during an “open window period” applicable to you, as determined by
the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (x) on a date when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market
(including, but not limited to, under a previously established 10b5-1 trading plan entered into in compliance with the Company’s policies), and 

(iii) the Company elects, prior to the Original Issuance Date, (x) not to satisfy such Withholding Taxes by withholding shares of
Common Stock from the shares of Common Stock otherwise due, on the Original Issuance Date, to you under this Award and (y) not to permit you to pay such Withholding Taxes in cash, 

then the shares that would otherwise be issued to you on the Original Issuance Date will not be issued to you on the Original Issuance Date and will
instead be issued to you on the first business day when you are not prohibited from selling shares of Common Stock on an established stock exchange or stock market, but in no event later than December 31 of the calendar year in which the
Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the
date that is the 15th day of the third calendar month of the year following the year in which the shares of Common Stock in respect of this Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury
Regulations Section 1.409A-1(d). 
 7. DIVIDENDS. You will receive no benefit or adjustment to this Award with
respect to any cash dividend, stock dividend or other distribution except as provided in the Plan with respect to a Capitalization Adjustment. 

8. RESTRICTIVE LEGENDS. The shares of Common Stock issued in respect of this Award will be endorsed with
appropriate legends, if any, as determined by the Company. 
 9. AWARD NOT A
SERVICE CONTRACT. Your Award is not an employment or service contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation on your part to continue in the service of the Company
or any Affiliate, or on the part of the Company or any Affiliate to continue such service. In addition, nothing in this Award will obligate the Company or an Affiliate, their respective stockholders, boards of directors, Officers or Employees to
continue any relationship that you might have as an Employee, Director or Consultant for the Company or an Affiliate. 
 10.
TAX WITHHOLDING OBLIGATIONS. 
 (a) On or before the time you receive a distribution
of any shares of Common Stock in respect of this Award, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you agree to make adequate provision for any sums


  
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required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with this Award (the “Withholding
Taxes”). Specifically, the Company or an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes relating to this Award by any of the following means or by a combination of such means:
(i) withholding from any compensation otherwise payable to you by the Company or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting you to enter into a “same day sale” commitment with a broker-dealer
that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares of Common Stock to be issued in connection with this Award to satisfy the
Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of
Common Stock issued or otherwise issuable to you in connection with this Award with a Fair Market Value (measured as of the date the shares of Common Stock are issued to you) equal to the amount of such Withholding Taxes; provided, however,
that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and, if
applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income. 
 (b) Unless the
Withholding Taxes of the Company and/or any Affiliate are satisfied, the Company will have no obligation to issue to you any Common Stock. 

(c) In the event the Company’s obligation to withhold arises prior to the issuance to you of Common Stock or it is determined
after the issuance of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to
withhold the proper amount. 
 11. TAX CONSEQUENCES. The Company has no duty or obligation to minimize
the tax consequences to you of this Award and will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors
regarding the tax consequences of this Award and by accepting this Award, you have agreed that you have done so or knowingly and voluntarily declined to do so. 

12. NOTICES. Any notices provided for in this Agreement or the Plan will be given in writing (including electronically)
and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the
Company. The Company may, in its sole discretion, decide to deliver any documents related to this Award or participation in the Plan by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this
Award, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 

13. GOVERNING PLAN DOCUMENT. This Award is subject to all the provisions of the Plan, the
provisions of which are hereby made a part of this Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Except as otherwise expressly
provided in the Grant Notice or this Agreement, in the event of any conflict between the terms in the Grant Notice or this Agreement and the terms of the Plan, the terms of the Plan will control. 

  
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 14. OTHER DOCUMENTS. You hereby acknowledge receipt of and
the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting certain
individuals to sell shares of Common Stock only during certain “window” periods in effect from time to time and the Company’s insider trading policy. 

15. EFFECT ON OTHER EMPLOYEE BENEFIT PLANS.
The value of this Award will not be included as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise
expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans. 

16. STOCKHOLDER RIGHTS. You will not have voting or any other rights as a stockholder of the Company with
respect to the shares of Common Stock to be issued pursuant to this Award until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Agreement, and
no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person. 

17. SEVERABILITY. If any part of this Agreement or the Plan is declared by any court or governmental authority to be
unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or
invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. 

18. AMENDMENT. Any amendment to this Agreement must be in writing, signed by a duly authorized
representative of the Company. Notwithstanding anything in the Plan to the contrary, the Board reserves the right to amend this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change
in applicable laws or regulations or any future law, regulation, interpretation, ruling, or judicial decision. 
 19.
UNSECURED OBLIGATION. This Award is unfunded, and as a holder of vested Restricted Stock Units, you will be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to
issue shares of Common Stock or other property pursuant to this Agreement. 
 20. COMPLIANCE WITH
SECTION 409A OF THE CODE. This Award is intended to comply with the “short-term deferral” rule set forth in Treasury Regulations Section 1.409A-1(b)(4). However, if
(i) this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation 

  
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subject to, Section 409A of the Code, (ii) you are deemed by the Company at the time of your “separation from service” (as such term is defined in Treasury Regulations
Section 1.409A-1(h) without regard to any alternative definition thereunder) to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and (iii) any of the payments set forth herein are issuable upon
such separation from service, then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under
Section 409A of the Code, such payments will not be provided to you prior to the earliest of (a) the date that is six months and one day after the date of such separation from service, (b) the date of your death, or (c) such
earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred
pursuant to this Section 20 will be paid in a lump sum to you, and any remaining payments due will be paid as otherwise provided herein. Each installment of Restricted Stock Units that vests under this Award is a “separate payment”
for purposes of Treasury Regulations Section 1.409A-2(b)(2). 
 21. MISCELLANEOUS. 

(a) The rights and obligations of the Company under this Award will be transferable to any one or more persons or entities, and all
covenants and agreements hereunder will inure to the benefit of, and be enforceable by, the Company’s successors and assigns. 

(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the
Company to carry out the purposes or intent of this Award. 
 (c) You acknowledge and agree that you have reviewed this Award in its
entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting this Award, and fully understand all provisions of this Award. 

(d) This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required. 
 (e) All obligations of the Company under the Plan and this Agreement will be
binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. 

*        *        * 

This Non-Employee Director Restricted Stock Unit Award Agreement will be deemed to be accepted by you upon your acceptance of the Non-Employee
Director Restricted Stock Unit Award Grant Notice to which it is attached. 

  
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