EXHIBIT 10.2
HITTITE MICROWAVE CORPORATION
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; PROVIDED THAT
(C) IN THE EVENT OF A CHANGE IN CONTROL OF THE COMPANY, AS DEFINED IN THE PLAN,
THE VESTING OF THIS AWARD SHALL BE AUTOMATICALLY BE ACCELERATED, CONTINGENT
UPON, AND EFFECTIVE IMMEDIATELY PRIOR TO, THE CONSUMMATION OF THE TRANSACTION
CONSTITUTING SUCH CHANGE IN CONTROL, SUCH THAT (I) THE NUMBER OF SHARES SUBJECT
TO THIS AWARD THAT ARE VESTED SHARES SHALL BE EQUAL TO THE NUMBER OF SHARES THAT
WOULD HAVE BEEN VESTED AS OF THE DATE OF CONSUMMATION OF THE CHANGE IN CONTROL
IF THE VESTING SCHEDULE OF THIS AWARD HAD PROVIDED FOR VESTING IN 60 EQUAL
MONTHLY INSTALLMENTS, COMMENCING ON THE FIRST MONTH ANNIVERSARY OF THE VESTING
DATE, AND ON THE CORRESPONDING DAY OF EACH OF THE NEXT 59 MONTHS (THE "MODIFIED
VESTING SCHEDULE"), AND (II) THIS AWARD SHALL THEREAFTER
CONTINUE TO VEST IN ACCORDANCE WITH THE MODIFIED VESTING SCHEDULE.
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