exv10w2



 





Exhibit 10.2




Non-Employee Director

Restricted Stock Unit Grant

Delivery Upon Earlier of Five Years or Termination




Dionex Corporation

Stock Unit Grant Notice

(2004 Equity Incentive Plan)



Dionex Corporation (the “Company”), pursuant to Section 8(c) of the Company’s 2004 Equity Incentive
Plan (the “Plan”), hereby awards to Participant a Stock Unit Award covering the number of stock
units (the “Stock Units”) set forth below (the “Award”). This Award shall be evidenced by this
Stock Unit Grant Notice (the “Grant Notice”) and a Stock Unit Award Agreement (the “Award
Agreement”). This Award is subject to all of the terms and conditions as set forth herein and in
the applicable Award Agreement and the Plan, each of which are attached hereto and incorporated
herein in their entirety.




	 	 	 	 	 	 	 
	 

	 	Participant:	 	 	 	 
	 

	 	Date of Grant:
	 	 	 
	 

	 	Number of Stock Units:	 	 	 	 
	 

	 	Payment for Common Stock:
	 	Participant’s services to the Company	 	 





Vesting Schedule: The Stock Units shall vest in a series of four successive equal annual
installments over the four-year period measured from the Date of Grant.



Delivery Schedule: Delivery of one share of Common Stock for each Stock Unit that vests shall
occur on the date that is the earlier of: (i) five years after the Date of Grant, and (ii) your
termination of Continuous Service; provided that delivery may be delayed as provided in Section 3
of the Award Agreement.



Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees
to, this Grant Notice, the Award Agreement and the Plan. Participant further acknowledges that as
of the Date of Grant, this Grant Notice, the Award Agreement and the Plan set forth the entire
understanding between Participant and the Company regarding the award of the Stock Units and the
underlying Common Stock issuable thereunder and supersede all prior oral and written agreements on
that subject.




	 	 	 	 	 	 	 	 	 	 
	Dionex Corporation  	 	Participant
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 	 	 

	 	 
	 

	 	Signature
	 	 	 	Signature	 	 
	Title:

	 	 	 	 	 	Date:	 	 	 	 
	 
	 	 
	 	 	 	 	 	 


	Date:
	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 	 	 	 	 


	Attachments: Award Agreement and Plan	 	 	 	 	 	 







 









 








Non-Employee Director

Restricted Stock Unit Grant

Delivery Upon Earlier of Five Years or Termination




Dionex Corporation 

2004 Equity Incentive Plan

Stock Unit Award Agreement




     Pursuant to this Stock Unit Award Agreement (“Agreement”) and the Stock Unit Grant Notice to
which this Agreement is attached (“Grant Notice”), Dionex Corporation (the “Company”) has awarded
you a Stock Unit Award pursuant to Section 8(c) of the Company’s 2004 Equity Incentive Plan (the
“Plan”) for the number of Stock Units as indicated in the Grant Notice (collectively, the “Award”).
Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same
definitions as in the Plan. Subject to adjustment and the terms and conditions as provided herein
and in the Plan, each Stock Unit shall represent the right to receive one share of Common Stock.



     The details of your Award, in addition to those set forth in the Grant Notice, are as follows.



     1. Number of Stock Units and Shares of Common Stock.



          (a) The number of Stock Units subject to your Award and the number of shares of Common Stock
deliverable with respect to such Stock Units may be adjusted from time to time for Capitalization
Adjustments as described in Section 12(a) of the Plan. You shall receive no benefit or adjustment
to your Award with respect to any cash dividend or other distribution that does not result from a
Capitalization Adjustment as described in Section 12(a) of the Plan; provided, however, that this
sentence shall not apply with respect to any shares of Common Stock that are delivered to you in
connection with your Award after such shares have been delivered to you.




          (b) Any additional Stock Units, shares of Common Stock, cash or other property that becomes
subject to the Award pursuant to this Section 1 shall be subject, in a manner determined by the
Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of
delivery as applicable to the other Stock Units and Common Stock covered by your Award.




          (c) Notwithstanding the provisions of this Section 1, no fractional Stock Units or rights for
fractional shares of Common Stock shall be created pursuant to this Section 1. The Board shall, in
its discretion, determine an equivalent benefit for any fractional Stock Units or fractional shares
that might be created by the adjustments referred to in this Section 1.




     2. Vesting. The Stock Units shall vest, if at all, as provided in the
Vesting Schedule set forth in your Grant Notice, provided that vesting shall cease upon the
termination of your Continuous Service.



     3. Delivery of Shares of Common Stock.



          (a) Subject to the provisions of this Agreement, in the event one or more Stock Units vest,
the Company shall deliver to you one share of Common Stock for each Stock



 









 






Unit that vests on the date(s) specified in the Delivery Schedule of the Grant Notice. However, if a scheduled delivery
date falls on a date that is not a business day, such delivery date shall instead fall on the next
following business day.




          (b) Notwithstanding the foregoing, if you are a “specified employee” of the Company or any
affiliate thereof (or any successor entity thereto) within the meaning of Section 409A(a)(2)(B)(i)
of the Code on the date of the termination of your Continuous Service, then any delivery of shares
pursuant to this Section 3 shall be delayed until the earlier of: (i) the date that is six months
after the date of the termination of your Continuous Service, and (ii) the date of your death.




          (c) Notwithstanding the foregoing, if you are subject to the Company’s Insider Trading and
“Window Period” Policy (or any successor policy) and any shares covered by your Award are scheduled
to be delivered on a day (the “Original Delivery Date”) that does not fall during a “window period”
applicable to you, as determined by the Company in accordance with such policy, then such shares
shall not be delivered on such Original Delivery Date and shall instead be delivered on the first
business day of the next occurring “window period” but in no event later than the later of: (i)
December 31st of the calendar year of the Original Delivery Date, or (ii) the 15th day of the third
calendar month following the Original Delivery Date.




          (d) The form of such delivery (e.g., a stock certificate or electronic entry evidencing such
shares) shall be determined by the Company.




     4. Payment by You. This Award was granted in consideration of your services
for the Company. Subject to Section 10 below, except as otherwise provided in the Grant Notice,
you will not be required to make any payment to the Company (other than your past and future
services for the Company) with respect to your receipt of the Award, vesting of the Stock Units, or
the delivery of the shares of Common Stock underlying the Stock Units.



     5. Securities Law Compliance. You may not be issued any Common Stock under
your Award unless either (i) the shares of Common Stock are then 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. Your Award must also comply with other applicable laws and
regulations governing the Award, and you shall not receive such Common Stock if the Company
determines that such receipt would not be in material compliance with such laws and regulations.



     6. Restrictive Legends. The Common Stock issued under your Award shall be
endorsed with appropriate legends, if any, determined by the Company.



     7. Transfer Restrictions. Prior to the time that shares of Common Stock
have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of the shares
in respect of your Award. For example, you may not use shares that may be issued in respect of
your Stock Units as security for a loan, nor may you transfer, pledge, sell or otherwise
dispose of such shares. This restriction on transfer will lapse upon delivery to you of shares in
respect of your vested Stock Units. Your Award is not transferable, except by will or by the laws of



2.









 







descent and distribution. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party who, in the event
of your death, shall thereafter be entitled to receive any distribution of Common Stock to which
you were entitled at the time of your death pursuant to this Agreement.



     8. 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 your Award shall
obligate the Company or any Affiliate, their respective stockholders, boards of directors or
employees to continue any relationship that you might have as an Employee or Consultant of the
Company or any Affiliate.



     9. Unsecured Obligation. Your Award is unfunded, and even as to any Stock
Units which vest, you shall be considered an unsecured creditor of the Company with respect to the
Company’s obligation, if any, to issue Common Stock pursuant to this Agreement. You shall not have
voting or any other rights as a stockholder of the Company with respect to the Common Stock
acquired pursuant to this Agreement until such Common Stock is issued to you pursuant to Section 3
of this Agreement. Upon such issuance, you will obtain full voting and other rights as a
stockholder of the Company with respect to the Common Stock so issued. Nothing contained in this
Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a
trust of any kind or a fiduciary relationship between you and the Company or any other person.



     10. Withholding Obligations.



          (a) On or before the time you receive a distribution of Common Stock pursuant to your Award,
or at any time thereafter as requested by the Company, you hereby authorize any required
withholding from the Common Stock issuable to you and otherwise agree to make adequate provision in
cash for any sums required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or any Affiliate which arise in connection with your Award (the
“Withholding Taxes”). If permitted by the Company, you may direct the Company to withhold shares
of Common Stock with a Fair Market Value (measured as of the date shares of Common Stock are
delivered pursuant to Section 3) equal to the amount of such Withholding Taxes; provided, however,
that the number of such shares of Common Stock so withheld shall 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 foreign tax purposes, including payroll taxes, that are
applicable to supplemental taxable income.




          (b) Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied,
the Company shall have no obligation to deliver to you any Common Stock.




          (c) In the event the Company’s obligation to withhold arises prior to the delivery to you of
Common Stock or it is determined after the delivery of Common Stock to you that the amount of the
Company’s withholding obligation was greater than the amount withheld



3.









 






by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper
amount.




     11. Notices. Any notices required to be given or delivered to the Company
under the terms of this Award shall be in writing and addressed to the Company at its principal
corporate offices. Any notice required to be given or delivered to you shall be in writing and
addressed to your address as on file with the Company at the time notice is given. All notices
shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid
and properly addressed to the party to be notified.



     12. Headings. The headings of the Sections in this Agreement are inserted
for convenience only and shall not be deemed to constitute a part of this Agreement or to affect
the meaning of this Agreement.



     13. Amendment. This Agreement may be amended only by a writing executed by
the Company and you which specifically states that it is amending this Agreement. Notwithstanding
the foregoing, this Agreement may be amended solely by the Company by a writing which specifically
states that it is amending this Agreement, so long as a copy of such amendment is delivered to you,
and provided that no such amendment adversely affecting your rights hereunder may be made without
your written consent. Without limiting the foregoing, the Company reserves the right to change, by
written notice to you, the provisions of 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, ruling, or judicial decision, provided that any such
change shall be applicable only to rights relating to that portion of the Award that has not been
delivered to you in Common Stock pursuant to Section 3.



     14. Miscellaneous.



          (a) The rights and obligations of the Company under your Award shall be transferable by the
Company to any one or more persons or entities, and all covenants and agreements hereunder shall
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 your
Award.




          (c) You acknowledge and agree that you have reviewed your Award in its entirety, have had an
opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully
understand all provisions of your Award.




          (d) This Agreement shall 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 shall be binding on any
successor to the Company, whether the existence of such successor is the



4.









 






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.




     15. Governing Plan Document. Your Award is subject to all the provisions of
the Plan, the provisions of which are hereby made a part of your 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. In the event of any conflict between the provisions of your
Award and those of the Plan, the provisions of the Plan shall control; provided, however, that
Section 3 of this Agreement and the terms of the Grant Notice shall govern the timing of any
distribution of Common Stock under your Award. The Company shall have the power to interpret the
Plan and this Agreement and to adopt such rules for the administration, interpretation, and
application of the Plan as are consistent therewith and to interpret or revoke any such rules. All
actions taken and all interpretations and determinations made by the Board shall be final and
binding upon you, the Company, and all other interested persons. No member of the Board shall be
personally liable for any action, determination, or interpretation made in good faith with respect
to the Plan or this Agreement.



     16. Effect on Other Employee Benefit Plans. The value of the Award subject
to this Agreement shall not be included as compensation, earnings, salaries, or other similar terms
used when calculating benefits under any employee benefit plan (other than the 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 or all of the employee benefit
plans of the Company or any Affiliate.



     17. Choice of Law. The interpretation, performance and enforcement of this
Agreement shall be governed by the law of the state of California without regard to such state’s
conflicts of laws rules.



     18. Severability. If all or 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 shall 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 shall, 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.



     19. Other Documents. You hereby acknowledge receipt or the right to receive
a document providing the information required by Rule 428(b)(1) promulgated under the Securities
Act (which includes the prospectus for the Plan). In addition, you acknowledge that you have read
and understand and agree to abide by the terms of the Company’s Insider Trading and “Window Period”
Policy.



* * * * *




     This Stock Unit Award Agreement shall be deemed to be signed by the Company and you upon your
signing of the Grant Notice.




5.









 








Dionex Corporation

2004 Equity Incentive Plan