ex10-3.htm


    EXHIBIT
10.3

     

     

    
      SIGMA
DESIGNS, INC.

      2009
STOCK INCENTIVE PLAN

      NOTICE
OF RESTRICTED STOCK AWARD

       

      You have
been granted the following Restricted Shares of Common Stock of SIGMA DESIGNS,
INC. (the “Company”) under the Company’s 2009 Stock Incentive Plan (the
“Plan”):

       

      
        
          
            
              
                	
                        Date
      of Grant:

                      	
                        [Date
      of Grant]

                      
	 	 
	
                        Name
      of Recipient:

                      	
                        [Name
      of Recipient]

                      
	 	 
	
                        Total
      Number of Shares

                      	 
      
	
                        Granted:

                      	
                        [Total
      Shares]

                      
	 
      	 
      
	
                        Fair
      Market Value per Share:

                      	
                        $[Value
      Per Share]

                      
	 
      	 
      
	
                        Total
      Fair Market Value

                      	 
      
	
                        Of
      Award:

                      	
                        $[Total
      Value]

                      
	 
      	 
      
	
                        Vesting
      Commencement Date:

                      	
                        [Vest
      Day]

                      
	 
      	 
      
	
                        Vesting
      Schedule:

                      	
                        [Vesting
      Schedule]

                      


              

            

          

        

      

       

      By
your signature and the signature of the Company’s representative below, you and
the Company agree that these Restricted Shares are granted under and governed by
the term and conditions of the Plan and the Restricted Stock Agreement (the
“Agreement”), both of which are attached to and made a part of this
document.

       

      By
signing this document you further agree that the Company may deliver by e-mail
all documents relating to the Plan or this Award (including without limitation,
prospectuses required by the Securities and Exchange Commission) and all other
documents that the Company is required to deliver to its security holders
(including without limitation, annual reports and proxy
statements).  You also agree that the Company may deliver these
documents by posting them on a website maintained by the Company or by a third
party under contract with the Company.  If the Company posts these
documents on a website, it will notify you by e-mail.

       

      
        
          
            
              	
                      [NAME
      OF RECIPIENT]

                    	 
      	
                      SIGMA
      DESIGNS, INC.

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                      __________________________________________

                    	 
      	
                      By:_______________________________________________

                    
	 
      	 
      	 
      
	 
      	 
      	
                      Title:______________________________________________

                    


            

          

        

      

       

       

      
        
          SIGMA
DESIGNS, INC.
NOTICE OF RESTRICTED STOCK AWARD

           

        

        
          -1-

          
            

          

        

        
           

        

      

      SIGMA
DESIGNS, INC.

      2009
STOCK INCENTIVE PLAN

      RESTRICTED
STOCK AGREEMENT

      


      
        
          	
                  Payment
      For Shares

                	
                  No
      cash payment is required for the Shares you receive.  You are
      receiving the Shares in consideration for Services rendered by
      you.

                
	 
      	 
      
	
                  Vesting

                	
                  The
      Shares that you are receiving will vest in installments, as shown in the
      Notice of Restricted Stock Award.

                
	 
      	 
      
	 
      	
                  No
      additional Shares vest after your Service as an Employee or a Consultant
      has terminated for any reason.

                
	 
      	 
      
	
                  Shares
      Restricted

                	
                  Unvested
      Shares will be considered “Restricted Shares.”  You may not
      sell, transfer, assign, pledge or otherwise dispose of Restricted Shares;
      provided, however, that the Committee may, in its sole discretion allow
      you to transfer Restricted Shares to your spouse, children or
      grandchildren or to a trust established by you for the benefit of yourself
      or your spouse, children or grandchildren.  A transferee of
      Restricted Shares must agree in writing on a form prescribed by the
      Company to be bound by all provision of this Agreement.

                
	 
      	 
      
	
                  Forfeiture

                	
                  If
      your Service terminates for any reason, then your Shares will be forfeited
      to the extent that they have not vested before the termination date and do
      not vest as a result of termination.  This means that the
      Restricted Shares will immediately revert to the Company.  You
      receive no payment for Restricted Shares that are
      forfeited.  The Company determines when your Service terminates
      for this purpose and all purposes under the Plan and its determinations
      are conclusive and binding on all persons.

                
	 
      	 
      
	
                  Leaves
      Of Absence

                	
                  For
      purposes of this Award, your Service does not terminate when you go on a
      military leave, a sick leave or another bona fide leave of
      absence, if the leave was approved by the Company in writing and if
      continued crediting of Service is required by the terms of the leave or by
      applicable law.  But your Service terminates when the approved
      leave ends, unless you immediately return to active
  work.

                
	 
      	 
      
	 
      	
                  If
      you go on a leave of absence, then the vesting schedule specified in the
      Notice of Restricted Stock Award may be adjusted in accordance with the
      Company’s leave of absence policy or the terms of your
      leave.  If you commence working on a part-time basis, then the
      vesting schedule specified in the Notice of Restricted Stock Award may be
      adjusted in accordance with the Company’s part-time work policy or the
      terms of an agreement between you and the Company pertaining to your
      part-time schedule.

                
	 
      	 
      


        

         

         

         

        
          
            SIGMA
DESIGNS, INC.
RESTRICTED STOCK AGREEMENT

             

          

          
            -1-

            
              

            

          

          
             

          

        

        
          	
                  Stock
      Certificates

                	
                  The
      certificates for the Restricted Shares have stamped on them a special
      legend referring to the forfeiture restrictions.  In addition to
      or in lieu of imposing the legend, the Company may hold the certificates
      in escrow.  As your vested percentage increases, you may request
      (at reasonable intervals) that the Company release to you a non-legended
      certificate for your vested Shares.

                
	 
      	 
      
	
                  Shareholder
      Rights

                	
                  During
      the period of time between the date of grant and the date the Restricted
      Shares become vested, you shall have all the rights of a shareholder with
      respect to the Restricted Shares except for the right to transfer the
      Restricted Shares, as set forth above.  Accordingly, you shall
      have the right to vote the Restricted Shares and to receive any cash
      dividends paid with respect to the Restricted Shares.

                
	 
      	 
      
	
                  Withholding
      Taxes

                	
                  No
      Shares will be released to you unless you have made arrangements
      acceptable to the Company to pay withholding taxes that may be due as a
      result of this Award or the vesting of the Shares.  You
      authorize the Company or your actual employer, at their discretion, to
      satisfy the withholding tax obligations by one or a combination of the
      following:  (i) withholding from your wages or other cash
      compensation paid to you by the Company or your actual employer; (ii)
      withholding from proceeds of the sale of Shares released upon vesting of
      the Award either through a voluntary sale or through a mandatory sale
      arranged by the Company (on your behalf pursuant to this authorization);
      or (iii) withholding of Shares that would otherwise be released to you
      upon vesting of the Award, but not in excess of the amount of Shares
      necessary to satisfy the minimum withholding amount (with the Fair Market
      Value of these Shares determined as of the date when taxes otherwise would
      have been withheld in cash applied as credit against the withholding
      taxes).

                
	 
      	 
      
	
                  Restrictions
      On Resale

                	
                  You
      agree not to sell any Shares at a time when applicable laws, Company
      policies or an agreement between the Company and its underwriters prohibit
      a sale.  This restriction will apply as long as your Service
      continues and for such period of time after the termination of your
      Service as the Company may specify.

                
	 
      	 
      
	
                  No
      Retention Rights

                	
                  Neither
      your Award nor this Agreement gives you the right to be employed or
      retained by the Company or a subsidiary of the Company in any
      capacity.  The Company and its subsidiaries reserve the right to
      terminate your Service at any time, with or without
  cause.

                
	 
      	 
      
	
                  Adjustments

                	
                  In
      the event of a stock split, a stock dividend or a similar change in
      Company Shares, or a merger or a reorganization of the Company, the
      forfeiture provisions described above will apply to all new, substitute or
      additional securities or other properties to which you are entitled by
      reason of your ownership of the
Shares.

                


        

         

         

         

        
          
            SIGMA
DESIGNS, INC.
RESTRICTED STOCK AGREEMENT

             

          

          
            -2-

            
              

            

          

          
             

          

        

        
          	 
      	 
      
	
                  Successors
      and Assigns

                	
                  The
      rights and benefits of this Agreement shall inure to the benefit of, and
      be enforceable by, the Company’s successors and assigns.  Your
      rights and obligations under this Agreement may only be assigned with the
      prior written consent of the Company.

                
	 
      	 
      
	
                  Notice

                	
                  Any
      notice required or permitted under this Agreement shall be given in
      writing and shall be deemed effectively given upon the earliest of
      personal delivery, receipt or the third full day following mailing with
      postage and fees prepaid, addressed to the other party hereto at the
      address last known in the Company’s records or at such other address as
      such party may designate by ten (10) days’ advance written notice to the
      other party hereto.

                
	 
      	 
      
	
                  Applicable
      Law

                	
                  This
      Agreement will be interpreted and enforced under the laws of the State of
      California (without regard to their choice-of-law
    provisions).

                
	 
      	 
      
	
                  The
      Plan and Other Agreements

                	
                  The
      text of the Plan is incorporated in this Agreement by reference. All
      capitalized terms in this Agreement shall have the meanings assigned to
      them in the Plan. This Agreement and the Plan constitute the entire
      understanding between you and the Company regarding this Award. Any prior
      agreements, commitments or negotiations concerning this Award are
      superseded. This Agreement may be amended only by another written
      agreement, signed by both
parties.

                


        

      

      


      BY
SIGNING THE COVER SHEET OF THIS AGREEMENT,

       

      YOU
AGREE TO ALL OF THE TERMS AND CONDITIONS

       

      DESCRIBED
ABOVE AND IN THE PLAN.

       

      
 

       

       

      SIGMA DESIGNS,
INC.
RESTRICTED STOCK AGREEMENT

       

      -3-