EXHIBIT 10.2
HITTITE MICROWAVE CORPORATION
FORM OF EMPLOYEE'S RESTRICTED STOCK AGREEMENT
1. RESTRICTED STOCK AWARD.
HITTITE MICROWAVE CORPORATION (THE "COMPANY") HAS
GRANTED TO
(THE "GRANTEE"), A RESTRICTED STOCK AWARD
(THE "AWARD"), PURSUANT TO THE COMPANY'S 2005 STOCK INCENTIVE PLAN (THE "PLAN"),
OF
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 VESTING DATE OF
(THE "VESTING DATE"); AND
(B) THE REMAINING SHARES SHALL BECOME VESTED SHARES ON THE FIFTH ANNIVERSARY OF
THE VESTING DATE.
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