UNIT AWARD AGREEMENT
This Unit Award Agreement (this Agreement), effective as of the date of grant specified on Exhibit A hereto (the Date of Grant), is among EagleTree-Carbide Holdings (Cayman), LP, a Cayman Islands exempted limited partnership (the Partnership), Corsair Memory, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, the Company), and Grantee, as identified on Exhibit A hereto.
A. The Partnership has adopted an Equity Incentive Program (as may be hereafter amended, the Program).
B. Pursuant to the Program, the General Partner has authorized the grant to Grantee of the Unit Award set forth on Exhibit A hereto on the terms and subject to the conditions set forth herein, therein and in the Program.
C. Capitalized terms used but not otherwise defined herein will have the respective meanings given to them in the Program.
The parties hereto hereby agree as follows:
1. Grant of Unit Award. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Program, the Partnership hereby grants to Grantee, as of the Date of Grant, the Unit Award set forth on Exhibit A hereto. Grantee hereby expressly acknowledges and agrees that (a) the Unit Award is subject to the limitations of the Program and, as may be applicable, the terms and conditions of the Partnership Agreement applicable to Limited Partners of the Partnership, including without limitation restrictions on Grantees rights and other provisions which could adversely affect the value of the Unit Award to Grantee or any permitted transferee, (b) there is no assurance that the Unit Award will have any value to Grantee or any permitted transferee, and (c) Grantee has reviewed and understands the Program, a copy of which, as in effect on the Date of Grant, is attached as Exhibit B hereto.
2. Restrictions on Transfer of Units and Unit Award. (a) The Unit Award and any Units issued thereunder may not be transferred, sold, assigned, pledged or hypothecated by Grantee, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process; provided, however, that, subject to the terms of the Program and applicable law, Grantees interest in the Unit Award and Units may be transferred at any time upon Grantees death, by will or the laws of descent and distribution to a family member within the meaning of Rule 701 of the Securities Act. No transfer permitted under this Section 2 will be effective until (i) notice of such transfer is delivered to the Partnership describing the terms and conditions of the transfer and (ii) the Partnership determines that the transfer complies with the terms of the Program, the Partnership Agreement and this Agreement and with any terms and conditions made applicable to the transfer by the Partnership or the General Partner at the time of the transfer. Any transferee under this Section 2 will be subject to the same terms and