Exhibit 10.3(k)
SYNAPTICS INCORPORATED
MARKET STOCK UNIT AWARD AGREEMENT
This Market Stock Unit Award Agreement (this “Agreement”) is made as of August 17, 2022, by and between Synaptics Incorporated, a Delaware corporation (the “Company”), and ___________ (the “Grantee”).
TSR Percentile Ranking | Payout Factor |
80th or higher | 300% |
50th | 100% |
25th or below | 0% |
If the Company’s TSR Percentile Ranking for a Performance Period is between two levels set forth in the table above, the Payout Factor for that Performance Period will be determined by linear interpolation between such two levels. In no event shall the Payout Factor for any Performance Period be less than 0% or greater than 300%.
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Target Number of MSUs |
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The Target Number of MSUs has been divided into the following three Tranches (each, a “Tranche”), each with a corresponding “Performance Period” with respect to which the Payout Factor will be determined.
Tranche | Target Number of MSUs | Performance Period |
Tranche One |
| July 1, 2022 – June 30, 2023 |
Tranche Two |
| July 1, 2022 – June 30, 2024 |
Tranche Three |
| July 1, 2022 – June 30, 2025 |
Subject to the degree of attainment of the performance goals established pursuant to this Agreement, the Grantee may earn from 0% to 300% of the Target Number of MSUs attributed to such Performance Period. Each earned MSU shall then represent the right of the Grantee to receive one share of Common Stock subject to and upon the terms and conditions of this Agreement.
Tranche | Vesting Date |
Tranche One | August 17, 2023 |
Tranche Two | August 17, 2024 |
Tranche Three | August 17, 2025 |
In addition, if the Payout Factor for Tranche Three is greater than the Payout Factor previously determined for Tranche One and/or Tranche Two, an additional number of MSUs subject to Tranche One and/or Tranche Two, as applicable, shall vest in full and become Vested MSUs on the Vesting Date set forth below for Tranche Three (subject to the Grantee’s continuous employment with the Company or a Subsidiary through such Vesting Date) equal to (i) the target number of MSUs subject to the applicable Tranche multiplied by the Payout Factor for Tranche Three, less (ii) the number of MSUs subject to the applicable Tranche that had previously vested on the Vesting Date for such
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Tranche. For avoidance of doubt, MSUs subject to Tranche One and/or Tranche Two that became Vested MSUs on the Vesting Date applicable to such Tranche shall not be subject to adjustment or clawback if the Payout Factor for Tranche Three is lower than the Payout Factor that was previously determined for such Tranche.
There shall be no proportionate or partial vesting of the MSUs in or during the months, days or periods prior to each Vesting Date, and except as otherwise provided in Sections 4(b), 4(c) or 4(d) hereof, all vesting of MSUs shall occur only on the applicable Vesting Date.
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SYNAPTICS INCORPORATED
By:
Name:
Title:
Grantee Acknowledgment and Acceptance
By:
Name:
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