EXHIBIT 10.41
NOVELLUS SYSTEMS, INC. 2001 STOCK INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK BONUS AWARD
Grantee's Name and Address: Richard S. Hill
4000 North First Street
San Jose, CA 95134
You (the "Grantee") have been granted shares of Common Stock of the
Company (the "Award"), subject to the terms and conditions of this Notice of
Restricted Stock Bonus Award (the "Notice"), the Novellus Systems, Inc. 2001
Stock Incentive Plan, as amended from time to time (the "Plan") and the
Restricted Stock Bonus Award Agreement (the "Agreement") attached hereto, as
follows. Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Notice.
Award Number 014868
Date of Award December 13, 2002
Total Number of Shares
of Common Stock Awarded 50,000
Aggregate Fair Market
Value of the Shares $1,462,000.00
Consideration:
The Shares have been issued to the Grantee in consideration for
continued service with the Company, which consideration has a value of $29.24
per share, the Fair Market Value of the Shares.
Vesting Schedule:
Subject to the Grantee's Continuous Service and other limitations set
forth in this Notice, the Agreement and the Plan, the Shares will "vest" in
accordance with the following schedule:
100% of the Total Number of Shares of Common Stock Awarded shall vest
on December 13, 2007.
50% of the Total Number of Shares of Common Stock Awarded shall vest if
the Company achieves a $2.5 billion annual revenue level measured by
the total of the publicly reported revenues of the Company for any four
consecutive completed fiscal quarters ending before December 13, 2007.
50% of the Total Number of Shares of Common Stock Awarded shall vest if
the Grantee's Continuous Service is terminated as a result of the
Grantee's death or Disability.
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In the event of the Grantee's change in status from Employee to
Consultant or from an Employee whose customary employment is 20 hours or more
per week to an Employee whose customary employment is fewer than 20 hours per
week, vesting of the Shares shall continue only to the extent determined by the
Administrator.
For purposes of this Notice and the Agreement, the term "vest" shall
mean, with respect to any Shares, that such Shares are no longer subject to
forfeiture to the Company. Shares that have not vested are deemed "Restricted
Shares." If the Grantee would become vested in a fraction of a Restricted Share,
such Restricted Share shall not vest until the Grantee becomes vested in the
entire Share.
Vesting shall cease upon the date of termination of the Grantee's
Continuous Service for any reason, other than death or Disability. If the
Grantee's Continuous Service is terminated as a result of the Grantee's death or
Disability, 50% of the Total Number of Shares of Common Stock Awarded shall vest
upon the Grantee's termination of Continuous Service. In the event the Grantee's
Continuous Service is terminated for any reason, including death or Disability,
any Restricted Shares held by the Grantee immediately following such termination
of Continuous Service shall be deemed reconveyed to the Company and the Company
shall thereafter be the legal and beneficial owner of the Restricted Shares and
shall have all rights and interest in or related thereto without further action
by the Grantee. The foregoing forfeiture provisions set forth in this Notice as
to Restricted Shares shall apply to the new capital stock or other property
(including cash paid other than as a regular cash dividend) received in exchange
for the Shares in consummation of any transaction described in Section 10 or 11
of the Plan and such stock or property shall be deemed Additional Securities for
purposes of the Agreement, but only to the extent the Shares are at the time
covered by such forfeiture provisions.
IN WITNESS WHEREOF, the Company and the Grantee have executed this
Notice and agree that the Award is to be governed by the terms and conditions of
this Notice, the Plan, and the Agreement.
Novellus Systems, Inc.,
a California corporation
By: /s/ Robin Yim
--------------------------------------------
Title: V.P. and Treasurer
THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SHALL VEST, IF AT ALL, ONLY
DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER). THE
GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE
AGREEMENT, NOR IN THE PLAN, SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT
TO CONTINUATION OF THE GRANTEE'S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN
ANY WAY WITH THE GRANTEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE THE
GRANTEE'S CONTINUOUS SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITH OR
WITHOUT NOTICE. THE GRANTEE
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ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE
COMPANY TO THE CONTRARY, THE GRANTEE'S STATUS IS AT WILL.
The Grantee acknowledges receipt of a copy of the Plan and the
Agreement and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts the Award subject to all of the terms and
provisions hereof and thereof. The Grantee has reviewed this Notice, the
Agreement and the Plan in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Notice and fully understands all
provisions of this Notice, the Agreement and the Plan. The Grantee hereby agrees
that all disputes arising out of or relating to this Notice, the Plan and the
Agreement shall be resolved in accordance with Section 13 of the Agreement. The
Grantee further agrees to notify the Company upon any change in the residence
address indicated in this Notice.
Dated: ______________________ Signed: ________________________________
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AWARD NUMBER: ________________
NOVELLUS SYSTEMS, INC. 2001 STOCK INCENTIVE PLAN
RESTRICTED STOCK BONUS AWARD AGREEMENT
1. Issuance of Shares. Novellus Systems, Inc., a California corporation
(the "Company"), hereby issues to the Grantee (the "Grantee") named in the
Notice of Restricted Stock Bonus Award (the "Notice"), the Total Number of
Shares of Common Stock Awarded set forth in the Notice (the "Shares"), subject
to the Notice, this Restricted Stock Bonus Award Agreement (the "Agreement") and
the terms and provisions of the Company's 2001 Stock Incentive Plan, as amended
from time to time (the "Plan"), which is incorporated herein by reference.
Unless otherwise defined herein, the terms defined in the Plan shall have the
same defined meanings in this Agreement. All Shares issued hereunder will be
deemed issued to the Grantee as fully paid and nonassessable shares, and the
Grantee will have the right to vote the Shares at meetings of the Company's
shareholders. The Company shall pay any applicable stock transfer taxes imposed
upon the issuance of the Shares to the Grantee hereunder.
2. Consideration. The Shares have been issued to the Grantee in
consideration for continued service with the Company as set forth in the Notice.
3. Transfer Restrictions. The Shares issued to the Grantee hereunder
may not be sold, transferred by gift, pledged, hypothecated, or otherwise
transferred or disposed of by the Grantee prior to the date when the Shares
become vested pursuant to the Vesting Schedule set forth in the Notice. Any
attempt to transfer Restricted Shares in violation of this Section 3 will be
null and void and will be disregarded.
4. Escrow of Stock. For purposes of facilitating the enforcement of the
provisions of this Agreement, the Grantee agrees, immediately upon receipt of
the certificate(s) for the Restricted Shares, to deliver such certificate(s),
together with an Assignment Separate from Certificate in the form attached
hereto as Exhibit A, executed in blank by the Grantee and the Grantee's spouse
(if required for transfer) with respect to each such stock certificate, to the
Secretary or Assistant Secretary of the Company, or their designee, to hold in
escrow for so long as such Restricted Shares have not vested pursuant to the
Vesting Schedule set forth in the Notice, with the authority to take all such
actions and to effectuate all such transfers and/or releases as may be necessary
or appropriate to accomplish the objectives of this Agreement in accordance with
the terms hereof. The Grantee hereby acknowledges that the appointment of the
Secretary or Assistant Secretary of the Company (or their designee) as the
escrow holder hereunder with the stated authorities is a material inducement to
the Company to make this Agreement and that such appointment is coupled with an
interest and is accordingly irrevocable. The Grantee agrees that such escrow
holder shall not be liable to any party hereto (or to any other party) for any
actions or omissions unless such escrow holder is grossly negligent relative
thereto. The escrow holder may rely upon any letter, notice or other document
executed by any signature purported to be genuine and may resign at any time.
Upon the vesting of all Restricted Shares, the escrow holder will, without
further order or instruction, transmit to the Grantee the
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certificate evidencing such Shares, subject, however, to satisfaction of any
withholding obligations provided in Section 6 below.
5. Distributions. The Company shall disburse to the Grantee all regular
cash dividends with respect to the Shares and Additional Securities (whether
vested or not), less any applicable withholding obligations.
6. Withholding of Taxes. The Grantee shall, as the Restricted Shares
shall vest or at the time withholding is otherwise required by any Applicable
Law, pay the Company the amount necessary to satisfy any applicable foreign,
federal, state, and local income and employment tax withholding obligations.
7. Additional Securities. Any securities or cash received (other than a
regular cash dividend) as the result of ownership of the Restricted Shares (the
"Additional Securities"), including, but not by way of limitation, warrants,
options and securities received as a stock dividend or stock split, or as a
result of a recapitalization or reorganization or other similar change in the
Company's capital structure, shall be retained in escrow in the same manner and
subject to the same conditions and restrictions as the Restricted Shares with
respect to which they were issued, including, without limitation, the Vesting
Schedule set forth in the Notice. The Grantee shall be entitled to direct the
Company to exercise any warrant or option received as Additional Securities upon
supplying the funds necessary to do so, in which event the securities so
purchased shall constitute Additional Securities, but the Grantee may not direct
the Company to sell any such warrant or option. If Additional Securities consist
of a convertible security, the Grantee may exercise any conversion right, and
any securities so acquired shall constitute Additional Securities. In the event
of any change in certificates evidencing the Shares or the Additional Securities
by reason of any recapitalization, reorganization or other transaction that
results in the creation of Additional Securities, the escrow holder is
authorized to deliver to the issuer the certificates evidencing the Shares or
the Additional Securities in exchange for the certificates of the replacement
securities.
8. Stop-Transfer Notices. In order to ensure compliance with the
restrictions on transfer set forth in this Agreement, the Notice or the Plan,
the Company may issue appropriate "stop transfer" instructions to its transfer
agent, if any, and, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.
9. Refusal to Transfer. The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.
10. Restrictive Legends. The Grantee understands and agrees that the
Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of
the Shares together with any other legends that may be required by the Company
or by state or federal securities laws:
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THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY
THE TERMS OF THAT CERTAIN RESTRICTED STOCK BONUS AWARD
AGREEMENT BETWEEN THE COMPANY AND THE NAMED SHAREHOLDER. THE
SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY
IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS ON FILE
WITH THE SECRETARY OF THE COMPANY.
11. Entire Agreement: Governing Law. The Notice, the Plan and this
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. These agreements are
to be construed in accordance with and governed by the internal laws of the
State of California without giving effect to any choice of law rule that would
cause the application of the laws of any jurisdiction other than the internal
laws of the State of California to the rights and duties of the parties. Should
any provision of the Notice or this Agreement be determined by a court of law to
be illegal or unenforceable, the other provisions shall nevertheless remain
effective and shall remain enforceable.
12. Headings. The captions used in this Agreement are inserted for
convenience and shall not be deemed a part of this Agreement for construction or
interpretation.
13. Dispute Resolution. The provisions of this Section 13 shall be the
exclusive means of resolving disputes arising out of or relating to the Notice,
the Plan and this Agreement. The Company, the Grantee, and the Grantee's
assignees (the "parties") shall attempt in good faith to resolve any disputes
arising out of or relating to the Notice, the Plan and this Agreement by
negotiation between individuals who have authority to settle the controversy.
Negotiations shall be commenced by either party by notice of a written statement
of the party's position and the name and title of the individual who will
represent the party. Within thirty (30) days of the written notification, the
parties shall meet at a mutually acceptable time and place, and thereafter as
often as they reasonably deem necessary, to resolve the dispute. If the dispute
has not been resolved by negotiation, the parties agree that any suit, action,
or proceeding arising out of or relating to the Notice, the Plan or this
Agreement shall be brought in the United States District Court for the Northern
District of California (or should such court lack jurisdiction to hear such
action, suit or proceeding, in a California state court in the County of San
Mateo) and that the parties shall submit to the jurisdiction of such court. The
parties irrevocably waive, to the fullest extent permitted by law, any objection
the party may have to the laying of venue for any such suit, action or
proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT
THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If
any one or more provisions of this Section 13 shall for any reason be held
invalid or unenforceable, it is the specific intent of the parties that such
provisions shall be modified to the minimum extent necessary to make it or its
application valid and enforceable.
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14. Notices. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery, upon
deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown in these instruments, or to such
other address as such party may designate in writing from time to time to the
other party.
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