EXHIBIT 10.6
SOLECTRON CORPORATION
2002 STOCK PLAN
NOTICE OF GRANT OF STOCK OPTION
Unless otherwise defined herein, the terms defined in the Plan will have
the same defined meanings in this Notice of Grant.
NAME:
ADDRESS:
You have been granted the right to purchase Common Stock of the Company,
subject to the Company's Reacquisition Right (as described in the attached
Restricted Stock Agreement), as follows:
Grant Number ____________________________________
Date of Grant ____________________________________
Price Per Share ____________________________________
Total Number of Shares Subject ____________________________________
to Option
Expiration Date: ____________________________________
YOU MUST PURCHASE THE SHARES BEFORE THE EXPIRATION DATE OR THE OPTION WILL
TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES. By your
signature and the signature of the Company's representative below, you and the
Company agree that this Option is granted under and governed by the terms and
conditions of the 2002 Stock Plan and the Restricted Stock Agreement, attached
hereto as Exhibit A-1, both of which are made a part of this document. You
further agree to execute the attached Restricted Stock Agreement as a condition
to purchasing any Shares under this Option.
GRANTEE: SOLECTRON CORPORATION
________________________________ _____________________________________
Signature By
________________________________ _____________________________________
Print Name Title
EXHIBIT A-1
SOLECTRON CORPORATION
2002 STOCK PLAN
RESTRICTED STOCK AGREEMENT
Unless otherwise defined herein, the terms defined in the Plan will have
the same defined meanings in this Restricted Stock Agreement.
WHEREAS, the individual named in the Notice of Grant, (the "Purchaser") is
a Service Provider, and the Purchaser's continued participation in the affairs
of the Company is considered by the Company to be important for the Company's
continued growth; and
WHEREAS in order to give the Purchaser an opportunity to acquire an equity
interest in the Company as an incentive for the Purchaser to continue to
participate in the affairs of the Company, the Administrator has granted to the
Purchaser an Option subject to the terms and conditions of the Plan and the
Notice of Grant, which are incorporated herein by reference, and pursuant to
this Restricted Stock Agreement (the "Agreement").
NOW THEREFORE, the parties agree as follows:
1. Sale of Stock. The Company hereby agrees to sell to the Purchaser and
the Purchaser hereby agrees to purchase the number of shares of the Company's
Common Stock (the "Restricted Stock"), at the per Share purchase price and as
otherwise described in the Notice of Grant.
2. Payment of Purchase Price. The purchase price for the Restricted Stock
may be paid by delivery to the Company at the time of execution of this
Agreement of cash, a check, or some combination thereof.
3. Reacquisition Right.
(a) In the event the Purchaser ceases to be a Service Provider for
any or no reason (including death or Disability) before all of the Shares of
Restricted Stock are released from the Company's Reacquisition Right (see
Section 4), all such Shares will thereupon be forfeited and automatically
transferred to and reacquired by the Company at no cost to the Company (the
"Reacquisition Right"). The Purchaser will not be entitled to a refund of the
price paid for any Shares of Restricted Stock returned to the Company pursuant
to this Section 3. Upon such termination, the Company will become the legal and
beneficial owner of the Shares of Restricted Stock being forfeited and
reacquired by the Company and all rights and interests therein or relating
thereto, and the Company will have the right to retain and transfer to its own
name the number of Shares of Restricted Stock being reacquired by the Company.
4. Release of Shares From Reacquisition Right.
(a) Vesting Schedule.
(i) One hundred percent (100%) of the Shares of Restricted
Stock will be released from the Company's Reacquisition Right on __________,
20__ (the "Cliff Vesting Date"), provided that the Purchaser continues to be a
Service Provider through such date.
(ii) Notwithstanding the vesting provisions of Section
4(a)(i), __% of the Shares of Restricted Stock (the "First Block of Shares")
will immediately vest prior to the Cliff Vesting Date if during any rolling
ninety calendar day period following the Date of Grant the average Fair Market
Value of the Common Stock equals or exceeds $____ per share of Common Stock (the
"First Block Average Fair Market Threshold"), subject to the Purchaser having
been a Service Provider continuously from the Date of Grant until the last day
of such rolling ninety calendar day period.
(iii) Notwithstanding the vesting provisions of Section
4(a)(i), ___% of the Shares (the "Second Block of Shares") will immediately vest
prior to the Cliff Vesting Date if during any rolling ninety calendar day period
following the Date of Grant the average Fair Market Value of the Common Stock
equals or exceeds $____ per share of Common Stock (the "Second Block Average
Fair Market Threshold"), subject to the Purchaser having been a Service Provider
continuously from the Date of Grant until the last day of such rolling ninety
calendar day period; provided, however, that the Second Block of Shares will not
vest until at least two years have elapsed since the First Block of Shares have
vested pursuant to Section 4(a)(ii) or until the requirements of Section 4(a)(i)
have been satisfied. For avoidance of doubt, the rolling ninety calendar day
period for determining whether the Second Block Average Fair Market Threshold
has been met may be the same as or overlap with the rolling ninety calendar day
period for determining whether the First Block Average Fair Market Threshold has
been met.
(b) Any of the Shares that have not yet been released from the
Reacquisition Right are referred to herein as "Unreleased Shares."
5. Restriction on Transfer. Except for the escrow described in Section 6
or the transfer of the Shares to the Company contemplated by this Agreement,
none of the Shares or any beneficial interest therein will be transferred,
encumbered or otherwise disposed of in any way until such Shares are released
from the Company's Reacquisition Right in accordance with the provisions of this
Agreement. Any distribution or delivery to be made to the Purchaser under this
Agreement will, if the Purchaser is then deceased, be made to the Purchaser's
designated beneficiary, or if no beneficiary survives the Purchaser, to the
administrator or executor of the Purchaser's estate. Any such transferee must
furnish the Company with (a) written notice of his or her status as transferee,
and (b) evidence satisfactory to the Company to establish the validity of the
transfer and compliance with any laws or regulations pertaining to said
transfer.
6. Escrow of Shares.
(a) All Shares of Restricted Stock will, upon execution of this
Agreement, be delivered and deposited with an escrow holder designated by the
Company (the "Escrow Holder"). The Shares of Restricted Stock and stock
assignment will be held by the Escrow Holder until such time as the Company's
Reacquisition Right expires or the date the Purchaser ceases to be a Service
Provider.
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(b) The Escrow Holder will not be liable for any act it may do or
omit to do with respect to holding the Unreleased Shares in escrow while acting
in good faith and in the exercise of its judgment.
(c) Upon the Purchaser's termination as a Service Provider for any
reason, the Escrow Holder, upon receipt of written notice of such termination,
will take all steps necessary to accomplish the transfer of the Unreleased
Shares to the Company. The Purchaser hereby appoints the Escrow Holder with full
power of substitution, as the Purchaser's true and lawful attorney-in-fact with
irrevocable power and authority in the name and on behalf of the Purchaser to
take any action and execute all documents and instruments, including, without
limitation, stock powers which may be necessary to transfer the certificate or
certificates evidencing such Unreleased Shares to the Company upon such
termination.
(d) When a portion of the Shares has been released from the
Reacquisition Right, upon request, the Escrow Holder will take all steps
necessary to accomplish the transfer of the Unreleased Shares to the Purchaser.
(e) Subject to the terms hereof, the Purchaser will have all the
rights of a shareholder with respect to the Shares while they are held in
escrow, including without limitation, the right to vote the Shares and to
receive any cash dividends declared thereon.
(f) In the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, split-up, share
combination, or other change in the corporate structure of the Company affecting
the Common Stock, the Shares of Restricted Stock will be increased, reduced or
otherwise changed, and by virtue of any such change the Purchaser will in his
capacity as owner of Unreleased Shares that have been awarded to him be entitled
to new or additional or different shares of stock, cash or securities (other
than rights or warrants to purchase securities); such new or additional or
different shares, cash or securities will thereupon be considered to be
Unreleased Shares and will be subject to all of the conditions and restrictions
which were applicable to the Unreleased Shares pursuant to this Agreement. If
the Purchaser receives rights or warrants with respect to any Unreleased Shares,
such rights or warrants may be held or exercised by the Purchaser, provided that
until such exercise any such rights or warrants and after such exercise any
shares or other securities acquired by the exercise of such rights or warrants
will be considered to be Unreleased Shares and will be subject to all of the
conditions and restrictions which were applicable to the Unreleased Shares
pursuant to this Agreement. The Administrator in its absolute discretion at any
time may accelerate the vesting of all or any portion of such new or additional
shares of stock, cash or securities, rights or warrants to purchase securities
or shares or other securities acquired by the exercise of such rights or
warrants.
(g) The Company may instruct the transfer agent for its Common Stock
to place a legend on the certificates representing the Restricted Stock or
otherwise note its records as to the restrictions on transfer set forth in this
Agreement.
7. Withholding of Taxes. Notwithstanding any contrary provision of this
Agreement, no certificate representing the Shares of Restricted Stock may be
released from the escrow established pursuant to Section 6, unless and until
satisfactory arrangements (as determined by the Administrator) will have been
made by the Purchaser with respect to the payment of income and employment taxes
which the Company determines must be withheld with respect to such Shares. The
Administrator, in its sole discretion and pursuant to such procedures as it may
specify from time to time, may permit the Purchaser to satisfy such tax
withholding obligation, in whole or in part by
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(a) electing to have the Company withhold otherwise deliverable Shares, or (b)
delivering to the Company already vested and owned Shares having a Fair Market
Value equal to the minimum amount required to be withheld.
8. General Provisions.
(a) This Agreement will be governed by the internal substantive
laws, but not the choice of law rules of California. This Agreement, subject to
the terms and conditions of the Plan and the Notice of Grant, represents the
entire agreement between the parties with respect to the purchase of the Shares
by the Purchaser. Subject to Section 15(c) of the Plan, in the event of a
conflict between the terms and conditions of the Plan and the terms and
conditions of this Agreement, the terms and conditions of the Plan will prevail.
Unless otherwise defined herein, the terms defined in the Plan will have the
same defined meanings in this Agreement.
(b) Any notice, demand or request required or permitted to be given
by either the Company or the Purchaser pursuant to the terms of this Agreement
will be in writing and will be deemed given when delivered personally or
deposited in the U.S. mail, First Class with postage prepaid, and addressed to
the parties at the addresses of the parties set forth at the end of this
Agreement or such other address as a party may request by notifying the other in
writing.
Any notice to the Escrow Holder will be sent to the Company's
address with a copy to the other party hereto.
(c) The rights of the Company under this Agreement will be
transferable to any one or more persons or entities, and all covenants and
agreements hereunder will inure to the benefit of, and be enforceable by the
Company's successors and assigns. The rights and obligations of the Purchaser
under this Agreement may only be assigned with the prior written consent of the
Company.
(d) Either party's failure to enforce any provision of this
Agreement will not in any way be construed as a waiver of any such provision,
nor prevent that party from thereafter enforcing any other provision of this
Agreement. The rights granted both parties hereunder are cumulative and will not
constitute a waiver of either party's right to assert any other legal remedy
available to it.
(e) The Purchaser agrees upon request to execute any further
documents or instruments necessary or desirable to carry out the purposes or
intent of this Agreement.
(f) Purchaser acknowledges and agrees that the vesting of Shares of
Restricted Stock pursuant to Section 4 hereof is earned only by continuing as a
Service Provider at the will of the Company (and not through the act of being
hired or purchasing Shares hereunder). Purchaser further acknowledges and agrees
that this Agreement, the transactions contemplated hereunder and the vesting
schedule set forth herein do not constitute an express or implied promise of
continued engagement as a Service Provider for the vesting period, for any
period, or at all, and will not interfere with the Purchaser's right or the
Company's right to terminate the Purchaser's relationship as a Service Provider
at any time, with or without cause.
By Purchaser's signature below, Purchaser represents that he or she is
familiar with the terms and provisions of the Plan, and hereby accepts this
Agreement subject to all of the terms and provisions thereof. Purchaser has
reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Agreement and fully
understands
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all provisions of this Agreement. Purchaser agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions arising under the Plan or this Agreement. Purchaser further agrees
to notify the Company upon any change in the residence indicated in the Notice
of Grant.
PURCHASER: SOLECTRON CORPORATION
___________________________________ __________________________________
Signature By
___________________________________ __________________________________
Print Name Title
Date: ___________, 20___ Date: ______________, 20___
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