EXHIBIT
10.2


Form of Restricted Stock Agreement


 


HITTITE MICROWAVE CORPORATION


 


EMPLOYEE’S RESTRICTED STOCK AGREEMENT


 


                1. 
Restricted Stock Award.  Hittite Microwave Corporation (the “Company”) has granted to «Employee_Name»
(the “Grantee”), a restricted stock award
(the “Award”), pursuant to the Company’s 2005
Stock Incentive Plan (the “Plan”), of «M__of_Shares» 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 date of grant set forth on the signature
page below (the “Date of Grant”);
and


 


(b) The remaining Shares shall become
Vested Shares on the fifth anniversary of the Date of Grant.


 


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 the fifth anniversary of
the Date of Grant.  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.


 


                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.


 


 


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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:


 


“THE SHARES OF STOCK EVIDENCED
BY THIS CERTIFICATE ARE SUBJECT TO AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH
THAT CERTAIN RESTRICTED STOCK AGREEMENT DATED «DATE_OF_GRANTAWARD».  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.


 


 


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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:


 


«Date_of_GrantAward1»


 


	
   

  	
  HITTITE MICROWAVE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  



 


 


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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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