SigmaTel, Inc. NOTICE OF GRANT OF RESTRICTED ACQUISITION RIGHTS

EX-10.3 2 dex103.htm FORMS OF STOCK OPTION AND RESTRICTED STOCK UNITS AGREEMENTS Forms of Stock Option and Restricted Stock Units Agreements

Exhibit 10.3

SigmaTel, Inc.

NOTICE OF GRANT OF RESTRICTED ACQUISITION RIGHTS

(for employees in the UK)

«Name» (the “Participant”) has been granted an award (the “Award”) pursuant to the SigmaTel, Inc. 2003 Equity Incentive Plan (the “Plan”) consisting of one or more rights (each such right being hereinafter referred to as a “Restricted Stock Acquisition Rights”) to receive upon exercise of each such right one (1) share of Stock of SigmaTel, Inc., as follows, or other consideration, subject to the Restricted Stock Acquisition Rights Agreement, in the Company’s sole discretion:


Date of Grant:	«Date of Grant»
Number of Restricted Stock Acquisition Rights:	«Number of RSUs»
Settlement Date:	For each Restricted Stock Acquisition Right, except as otherwise provided by the Restricted Stock Acquisitions Rights Agreement, the date on which such right becomes a Vested Acquisition Right in accordance with the vesting schedule set forth below.
Vested Acquisition Rights:	Except as provided in the Restricted Stock Acquisition Rights Agreement and provided that the Participant’s Service has not terminated prior to the relevant date, the number of Vested Acquisition Rights shall cumulatively increase as set forth below:
	Vesting Date	Percentage Of Total Rights Vesting*	Cumulative Percentage Of Vested Rights**
	First anniversary of Date of Grant	25%	25%
	Second anniversary of Date of Grant	25%	50%
	Third anniversary of Date of Grant	25%	75%
	Fourth anniversary of Date of Grant	25%	100%

*	No fractional shares shall be awarded. Unawarded fractional shares shall be aggregated with fractional shares from subsequent vesting dates, and awarded on such subsequent vesting dates to the extent the aggregated fractional shares equal a whole number.

**	On the final Vesting Date, all unvested Acquisition Rights shall become Vested Acquisition Rights.

By their signatures below, the Company and the Participant agree that the Award is governed by this Notice and by the provisions of the Plan and the Restricted Stock Acquisition Rights Agreement attached to and made a part of this document. The Participant acknowledges receipt of a copy of the Plan and the Restricted Stock Acquisition Rights Agreement, represents that the Participant has read and is familiar with their provisions, and hereby accepts the Award subject to all of their terms and conditions.


By:		Signature:
	Phillip E, Pompa
Its:	President & Chief Executive Officer
Address:	1601 South Mopac Expressway	Address:	«Address Line 1»
	Suite 100		«Address Line 2»
	Austin, TX 78746

ATTACHMENTS: Restricted Stock Acquisition Rights Agreement and 2003 Equity Incentive Plan.

SigmaTel, Inc.

STOCK ACQUISITION RIGHTS AGREEMENT

(for employees in the UK)

SigmaTel, Inc. has granted to the individual (the “Participant”) named in the Notice of Grant (the “Grant Notice”) to which this Stock Acquisition Rights Agreement (the “Agreement”) is attached an award (the “Award”) of a restricted stock unit which is a right to acquire shares of Stock in SigmaTel, Inc. (the “Stock Acquisition Right”) upon the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to the SigmaTel, Inc. 2003 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant. The provisions of the Plan are incorporated into this Agreement by this reference. By signing the Grant Notice, the Participant: (a) represents that the Participant has read and is familiar with the terms and conditions of the Grant Notice, the Plan and this Agreement, (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, the Plan and this Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Grant Notice, the Plan or this Agreement, and (d) acknowledges receipt of a copy of the Grant Notice, the Plan and this Agreement.

1. Definitions and Construction.

1.1 Definitions. Whenever used herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.

1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

2. Administration.

All questions of interpretation concerning the Grant Notice and this Agreement shall be determined by the Board. All determinations by the Board shall be final and binding upon all persons having an interest in the Award.

3. The Award.

3.1 Grant. On the Date of Grant, the Participant shall acquire, subject to the provisions of this Agreement, a Stock Acquisition Right over the number of shares of Stock set forth in the Grant Notice, subject to adjustment as provided in Section 9. In respect of each share of Stock over which the Stock Acquisition Right is granted, the Stock Acquisition Right represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock, subject to Section 6.

3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the shares of Stock issued on the exercise of the Stock Acquisition Right (in whole or part), the consideration for which shall be current and/or future services to be rendered to the Company (or a Parent Corporation or Subsidiary Corporation) or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or services rendered to a Company (or any Parent Corporation or Subsidiary Corporation) or for its benefit having a value not less than the par value of the shares of Stock issued on the exercise of the Stock Acquisition Right (in whole or part).

4. Vesting and Exercise.

The Stock Acquisition Right shall vest and become a Vested Stock Acquisition Right to the extent that and as provided in the Grant Notice. Prior to Vesting, a Participant must notify the Company in writing if he or she does not wish to exercise the Stock Acquisition Right on the Vesting Date. If the Participant does not so notify the Company, the Stock Acquisition Right will be deemed to be exercised by the Participant automatically upon Vesting, and the shares of Stock over which the Stock Acquisition Right has vested and been exercised shall be issued to the Participant. If the Participant does properly notify the Company of his or her wish to delay exercise, he or she will be required to provide the Company with a properly executed Notice of Exercise in a form to be determined by the Company at the time when he or she does wish to exercise.

5. Company Reacquisition Right.

In the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit all rights granted to him under the Stock Acquisition Right to the extent that the Stock Acquisition Right has not vested and the Participant shall not be entitled to any payment (compensatory or otherwise), therefore.

6. Settlement of the Award.

6.1 Issuance of Shares of Stock. Subject to the provisions of Section 6.3 and except as otherwise provided below, the Company shall issue to the Participant on the Exercise Date with respect to each part of the Stock Acquisition Right that has Vested the number of shares of Stock over which the Stock Acquisition Right has Vested; provided, however, that the Company may, at its sole discretion, substitute an equivalent amount of cash (determined based on Fair Market Value of the Company’s Stock at the time of settlement) in lieu of all or a portion of the Stock, if the distribution of Stock, or any portion thereof, is not reasonably practicable. Such shares of Stock shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 6.3, Section 7 or the Company’s written policy pertaining to the purchase, sale, transfer or other disposition of the Company’s equity securities by directors, officers, employees or other service providers who may possess material, nonpublic information regarding the Company or its securities (the “Insider Trading Policy”).

relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the settlement of the Award. Except as provided by the preceding sentence, a certificate for the shares as to which the Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

6.3 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

6.4 Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award.

7. Tax Withholding.

7.1 In General. At the time the Grant Notice is executed, or at any time thereafter as requested by the Company and/or the employing company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the income tax and national insurance contributions in the United Kingdom and any federal, state, local and foreign tax withholding obligations of the Company and/or the employing company, if any, which arise in connection with the Award or the issuance of shares of Stock on the exercise of the Stock Acquisition Right (to the extent that it has Vested). The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Company and/or the employing company have been satisfied by the Participant.

7.2 Instructions to Sell Shares for Payment of Tax Withholding; Assignment of Sale Proceeds; Payment by Cheque. Subject to compliance with applicable law and the Company’s Insider Trading Policy, unless otherwise determined by the Company in its sole discretion, the Company’s and/or employing company’s income tax and national insurance contribution withholding obligations applicable to Participant arising on any Settlement Date (the “Tax Withholding Obligations”) shall be satisfied through the assignment by Participant of the proceeds of a sale of a number of whole shares (the “Tax Settlement Shares”) having a Fair Market Value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of Tax Withholding Obligations determined by the applicable minimum statutory withholding rates. By signing the Grant Notice, the Participant hereby irrevocably authorizes and instructs the Company, or any broker approved by the Company,

without any further action required by the Participant, to sell on behalf of Participant (a “Tax Settlement Sale”), on the Settlement Date or as soon thereafter as is practicable, a sufficient number of Tax Settlement Shares to generate sufficient proceeds (net of any brokerage fees or similar fees or commissions of the broker) to cover the Tax Withholding Obligations (the “Tax Withholding Proceeds”). Participant, by signing the Grant Notice, hereby irrevocably assigns to the Company, without any further action required by the Participant, any Tax Withholding Proceeds and hereby authorizes and instructs any broker in possession of the Tax Withholding Proceeds for the Participant’s account to distribute the Tax Withholding Proceeds to the Company. Participant hereby expressly acknowledges that the aforementioned authorizations, instructions and assignments are made as of the Date of Grant, and are irrevocable by Participant, and that Participant shall take reasonable efforts requested by the Company or any broker to satisfy any additional requirements of the Company or broker to accomplish a Tax Settlement Sale, including but not limited to, entering into any additional plan, instruction or contract to sell the shares that complies with the requirements of Rule 10b5-1(c)(1)(i)(A) under the Securities Exchange Act of 1934, as amended, in the form provided by the Company or a broker selected by the Company and delivering to the Company or the broker any addition instructions, authorization or assignments the broker or the Company may reasonably request. Notwithstanding the foregoing, the Company in its sole discretion, may require the Participant to pay by cheque the Tax Withholding Obligations by delivering a cheque for the full amount of the required tax withholding to the Company (or the Company’s plan administrator, as determined by the Company) on or before the third business day following the Settlement Date. In the event that Participant fails to meet any of its above obligations with respect to Tax Withholding Obligation, the Company is hereby authorized at its discretion, to satisfy the tax withholding obligations through any other means authorized by this Section 7, including by effecting a sale of some or all of the shares being acquired upon exercise of an Acquisition Right, withholding from payroll and any other amounts payable to the Participant or by withholding shares in accordance with Section 7.3.

7.3 Withholding in Shares. The Company may, in its discretion, require the Participant to satisfy all or any portion of the Tax Withholding Obligations by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the Award a number of whole shares having a Fair Market Value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such Tax Withholding Obligations determined by the applicable minimum statutory withholding rates. Any adverse consequences to the Participant resulting from the procedure permitted under this Section, including, without limitation, tax consequences, shall be the sole responsibility of the Participant.

8. Effect of Change in Control on Award.

of which remains outstanding, confers the right to receive, subject to the terms and conditions of the Plan and this Agreement, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely capital stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received on exercise of the Stock Acquisition Right (in whole or part) to consist solely of capital stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. In the event the Acquiror elects not to roll-over, assume, continue or substitute for the outstanding Acquisition Rights in connection with a Change in Control, the vesting of the Acquisition Rights shall be accelerated in full and the total shares of Stock over which the Stock Acquisition Right was originally granted shall be deemed to have Vested in full effective as of the date of the Change in Control, and the Award shall be settled in full in accordance with Section 6 immediately prior to the Change in Control, provided that the Participant’s Service has not terminated prior to such date. The vesting of the Stock Acquisition Right and settlement of the Award that was permissible solely by reason of this Section shall be conditioned upon the consummation of the Change in Control.

9. Adjustment for Changes in Capital Structure.

In the event of any transaction described in Section 4.2 of the Plan, the terms of the Option and the shares of Stock (as the case may be) shall be adjusted as set forth in Section 4.2 of the Plan.

10. Rights as a Stockholder, Director, Employee or Consultant.

The Participant shall have no rights as a stockholder with respect to any shares which may be issued on the exercise of this Stock Acquisition Right in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between the Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of the Company or interfere in any way with any right of the Company Group to terminate the Participant’s Service as a Director, an Employee or a Consultant, as the case may be, at any time.

11. Legends.

The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this Section.

12. Miscellaneous Provisions.

12.1 Binding Effect. Subject to the restrictions on transfer set forth herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

12.2 Termination or Amendment. The Board may terminate or amend the Plan or the Award which constitutes this Stock Acquisition Right at any time; provided, however, that no such termination or amendment may adversely affect the Award without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation. No amendment or addition to this Agreement shall be effective unless in writing.

12.3 Nontransferability of the Award. Prior the issuance of shares of Stock on the applicable Settlement Date, neither this Award nor any shares of Stock subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

12.4 Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by the Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature to the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.

(a) Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice, this Agreement, the Plan prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, the Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.

Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 12.4(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 12.4(a).

12.5 Integrated Agreement. The Grant Notice and this Agreement constitute the entire understanding and agreement of the Participant and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Company with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Grant Notice and the Agreement shall survive any settlement of the Award and shall remain in full force and effect.

12.6 Applicable Law. This Agreement shall be governed by the laws of the State of Texas as such laws are applied to agreements between Texas residents entered into and to be performed entirely within the State of Texas.

12.7 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12.8 No Future Entitlement. By execution of this Stock Acquisition Right Agreement, you acknowledge and agree that: (i) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) the grant of your Stock Acquisition Right is a one-time benefit which does not create any contractual or other right to receive future grants of stock options, or stock acquisition rights or compensation in lieu of any shares of Stock or any option over such shares of Stock; (iii) all determinations with respect to any such future grants, including, but not limited to, the times when options shall be granted, the maximum number of shares of Stock over which an option is granted option and the price payable (if any) on the exercise of any option, will be at the sole discretion of the Company; (iv) participation in the Plan is voluntary; (v) the value of any option (including the Stock Acquisition Right) and the shares in Stock over which any option (including the Stock Acquisition Right) is granted is outside the scope of your employment contract; (vi) the value of your Stock Acquisition Right and the shares in Stock over which the Stock Acquisition Right is granted is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (vii) the vesting of any option (including the Stock Acquisition Right) ceases upon termination of employment with the Company and/or Affiliate of the Company or transfer of employment from the Company and/or Affiliate of the Company, or other cessation of eligibility for any reason, except as may otherwise be explicitly provided in the Plan document or this Stock Acquisition Right Agreement; (viii) if the underlying stock does not increase in value, your Stock Acquisition Right may have no value, nor does the

Company and/or your employing company guarantee any future value; (ix) no claim or entitlement to compensation or damages arises if your Stock Acquisition Right does not increase in value and you irrevocably release the Company and its Affiliates from any such claim that does arise; (x) the Company and its Affiliates are not responsible for your legal compliance requirements relating to the exercise of your Stock Acquisition Right (in whole or part) and your subsequent ownership and possible sale of shares of Stock, including but not limited to, tax reporting, the exchange of local currency into U.S. dollars, the transfer of funds to the U.S., and the opening and using of a U.S. brokerage account; (xi) nor is the Company or its Affiliates responsible for the consequences of any fluctuations of the exchange rate between your local currency and the U.S. dollar; and (xii) your eligibility to participate in the Plan ceases upon termination of employment for any reason.

12.9 Personal Data. For the exclusive purpose of implementing, administering and managing your Stock Acquisition Right, you, by execution this Stock Acquisition Right Agreement, consent to the collection, receipt, use, retention and transfer, in electronic or other form, of your personal data by and among the Company, its parent, its subsidiaries, its affiliates and its third party vendors. You understand that personal data (including but not limited to, name, home address, telephone number, employee number, employment status, tax identification number, job and payroll location, data for tax withholding purposes and shares of Acquisition Rights or stocks awarded, cancelled, exercised, vested and unvested) may be transferred to third parties assisting in the implementation, administration and management of your Stock Acquisition Right and any shares of Stock that you acquire on exercise of the Stock Acquisition Right and you expressly authorize such transfer as well as the retention, use and the subsequent transfer of the data by the recipient(s). You understand that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that data will be held only as long as is necessary to implement, administer and manage your Stock Acquisition Right and the shares of Stock you acquire as a result of the exercise of your Stock Acquisition Right. You understand that you may, at any time, request a list with the names and addresses of any potential recipients of the personal data, view data, request additional information about the storage and processing of data, require any necessary amendments to data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s legal department representative. You understand, however, that refusing or withdrawing your consent may affect your ability to exercise your Stock Acquisition Right (in whole or part) and receive shares of Stock following such exercise.

12.10 Parties to This Restricted Stock Acquisition Rights Agreement. This Stock Acquisition Right Agreement is between you and the Company.

12.11 Execution of Notice. Execution of the Grant Notice shall have the same binding effect as execution of this Stock Acquisition Right Agreement. Execution of the Grant Notice shall fully bind you to all of the terms and conditions set forth in the Plan and this Stock Acquisition Right Agreement.

SigmaTel, Inc.

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

(for employees in the United States)

«Name» (the “Participant”) has been granted an award (the “Award”) pursuant to the SigmaTel, Inc. 2003 Equity Incentive Plan (the “Plan”) consisting of one or more rights (each such right being hereinafter referred to as a “Restricted Stock Unit”) to receive in settlement of each such right one (1) share of Stock of SigmaTel, Inc., as follows, or other consideration, subject to the Restricted Stock Units Agreement, in the Company’s sole discretion:


Date of Grant:	«Date of Grant»
Number of Restricted Stock Units:	«Number of RSU»
Settlement Date:	For each Restricted Stock Unit, except as otherwise provided by the Restricted Stock Units Agreement, the date on which such unit becomes a Vested Unit in accordance with the vesting schedule set forth below.
Vested Units:	Except as provided in the Restricted Stock Units Agreement and provided that the Participant’s Service has not terminated prior to the relevant date, the number of Vested Units shall cumulatively increase as set forth below:
	Vesting Date	Percentage Of Total Units Vesting*	Cumulative Percentage Of Vested Units**
	First anniversary of Date of Grant	25%	25%
	Second anniversary of Date of Grant	25%	50%
	Third anniversary of Date of Grant	25%	75%
	Fourth anniversary of Date of Grant	25%	100%

*	No fractional units shall be awarded. Unawarded fractional units shall be aggregated with fractional units from subsequent vesting dates, and awarded on such subsequent vesting dates to the extent the aggregated fractional units equal a whole number.

**	On the final Vesting Date, all unvested Units shall become Vested Units.

Acceptance: Unless you affirmatively refuse the offer of the Award, in writing, within thirty (30) days of the date of this offer, you will be deemed to have accepted the offer under the terms as provided above and agree that the Award is governed by this Notice and by the provisions of the Plan and the Restricted Stock Units Agreement attached to and made a part of this document. You will further be deemed to acknowledge receipt of a copy of the Plan and the Restricted Stock Units Agreement, and to represent that you have read and are familiar with their provisions. Any affirmative actions taken by you or your representative to achieve the benefits of this grant, including but not limited to acknowledging the grant through the website of the firm administering the Plan, shall constitute further evidence of your acceptance pursuant to this provision.


SIGMATEL, INC.

By:
		Melissa Bixby
		Vice President of Human Resources

ATTACHMENTS: Restricted Stock Units Agreement and 2003 Equity Incentive Plan.

SigmaTel, Inc.

RESTRICTED STOCK UNITS AGREEMENT

(for employees in the United States)

SigmaTel, Inc. has granted to the individual (the “Participant”) named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an award (the “Award”) of Restricted Stock Units (the “Units”) upon the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to the SigmaTel, Inc. 2003 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant. The provisions of the Plan are incorporated into this Agreement by this reference. By accepting the Grant Notice, the Participant: (a) represents that the Participant has read and is familiar with the terms and conditions of the Grant Notice, the Plan and this Agreement, (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, the Plan and this Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Grant Notice, the Plan or this Agreement, and (d) acknowledges receipt of a copy of the Grant Notice, the Plan and this Agreement.

1. Definitions and Construction.

1.1 Definitions. Whenever used herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.

2. Administration.

3. The Award.

3.1 Grant of Units. On the Date of Grant, the Participant shall acquire, subject to the provisions of this Agreement, the Number of Restricted Stock Units set forth in the Grant Notice, subject to adjustment as provided in Section 9. Each Unit represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock, subject to Section 6.

3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the Units, the consideration for which shall be past services actually rendered and/or future services to be rendered to the Company (or a Parent Corporation or Subsidiary Corporation) or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Company (or any Parent Corporation or Subsidiary Corporation) or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Units.

4. Vesting of Units.

The Units shall vest and become Vested Units as provided in the Grant Notice.

5. Company Reacquisition Right.

In the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units, and the Participant shall not be entitled to any payment therefor.

6. Settlement of the Award.

6.1 Issuance of Shares of Stock. Subject to the provisions of Section 6.3 and except as otherwise provided below, the Company shall issue to the Participant on the Settlement Date with respect to each Vested Unit to be settled on such date (1) share of Stock; provided, however, that the Company may, at its sole discretion, substitute an equivalent amount of cash (determined based on Fair Market Value of the Company’s Stock at the time of settlement) in lieu of all or a portion of the Stock, if the distribution of Stock, or any portion thereof, is not reasonably practicable. Such shares of Stock shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 6.3, Section 7 or the Company’s written policy pertaining to the purchase, sale, transfer or other disposition of the Company’s equity securities by directors, officers, employees or other service providers who may possess material, nonpublic information regarding the Company or its securities (the “Insider Trading Policy”).

6.2 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant or the Company has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the settlement of the Award. Except as provided by the preceding sentence, a certificate for the shares as to which the Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

6.4 Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award.

7. Tax Withholding.

7.1 In General. At the time the Grant Notice is accepted, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Award or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Company have been satisfied by the Participant.

acknowledges and agrees that the aforementioned authorizations, instructions and assignments are made as of the Date of Grant are irrevocable by the Participant and that the Participant shall take reasonable efforts requested by the Company or any broker to satisfy any additional requirements of the Company or broker to accomplish a Tax Settlement Sale, including, but not limited to, entering into any additional plan, instruction or contract to sell the shares that complies with the requirements of Rule 10b5-1(c)(1)(i)(A) under the Securities Exchange Act of 1934, as amended, in the form provided by the Company or a broker selected by the Company and delivering to the Company or the broker any additional instructions, authorizations or assignments the broker or the Company may reasonably request. Notwithstanding the foregoing, the Company in its sole discretion, may require the Participant to pay by check the RSU Tax Withholding Obligations by delivering a check for the full amount of the required tax withholding to the Company (or the Company’s plan administrator, as determined by the Company) on or before the third business day following the Settlement Date. In the event that the Participant fails to meet any of its above obligations with respect to RSU Tax Withholding Obligation, the Company is hereby authorized at its discretion, to satisfy the RSU Tax Withholding Obligations through any other means authorized by this Section 7, including by effecting a sale of some or all of the shares being acquired upon settlement of the Award, withholding from payroll and any other amounts payable to the Participant or by withholding shares in accordance with Section 7.3.

7.3 Withholding in Shares. The Company may, in its discretion, require the Participant to satisfy all or any portion of the RSU Tax Withholding Obligations by withholding from the shares of Stock otherwise deliverable to the Participant in settlement of the Award a number of whole shares of Stock having a Fair Market Value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such RSU Tax Withholding Obligations determined by the applicable minimum statutory withholding rates.

7.4 Adverse Consequences. Any adverse consequences to the Participant resulting from the procedures permitted under any part of this Section 7, including, without limitation, tax consequences, shall be the sole responsibility of the Participant.

8. Effect of Change in Control on Award.

the event the Acquiror elects not to assume, continue or substitute for the outstanding Units in connection with a Change in Control, the vesting of the Units shall be accelerated in full and the total Number of Restricted Stock Units subject to the Award shall be deemed Vested Units effective as of the date of the Change in Control, and the Award shall be settled in full in accordance with Section 6 immediately prior to the Change in Control, provided that the Participant’s Service has not terminated prior to such date. The vesting of Units and settlement of the Award that was permissible solely by reason of this Section shall be conditioned upon the consummation of the Change in Control.

9. Adjustment for Changes in Capital Structure.

In the event of any transaction described in Section 4.2 of the Plan, the terms of the Restricted Stock Units shall be adjusted as set forth in Section 4.2 of the Plan.

10. Rights as a Stockholder, Director, Employee or Consultant.

The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between the Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of the Company or interfere in any way with any right of the Company Group to terminate the Participant’s Service as a Director, an Employee or a Consultant, as the case may be, at any time.

11. Legends.

12. Miscellaneous Provisions.

12.2 Termination or Amendment. The Board may terminate or amend the Plan or the Award at any time; provided, however, that no such termination or amendment may adversely affect the Award without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation. No amendment or addition to this Agreement shall be effective unless in writing.

12.3 Nontransferability of the Award. Prior the issuance of shares of Stock on the applicable Settlement Date, neither this Award nor any Units subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

12.4 Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by the Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the Company’s headquarters, Attention: Human Resources, for notices to the Company, and to the Participant’s address on file with the Company, for notices to the Participant, or at such other address as such party may designate in writing from time to time to the other party.

(b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 12.4(a) of this Agreement and consents to the electronic delivery of the Plan documents and Grant Notice, as described in Section 12.4(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 12.4(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 12.4(a).

SigmaTel, Inc.

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

(for international employees other than in the UK)

«Name» (the “Participant”) has been granted an award (the “Award”) pursuant to the SigmaTel, Inc. 2003 Equity Incentive Plan (the “Plan”) consisting of one or more rights (each such right being hereinafter referred to as a “Restricted Stock Unit”) to receive in settlement of each such right one (1) share of Stock of SigmaTel, Inc., as follows, or other consideration, subject to the Restricted Stock Units Agreement, in the Company’s sole discretion:


Date of Grant:	«Date of Grant»
Number of Restricted Stock Units:	«Number of RSU»
Settlement Date:	For each Restricted Stock Unit, except as otherwise provided by the Restricted Stock Units Agreement, the date on which such unit becomes a Vested Unit in accordance with the vesting schedule set forth below.
Vested Units:	Except as provided in the Restricted Stock Units Agreement and provided that the Participant’s Service has not terminated prior to the relevant date, the number of Vested Units shall cumulatively increase as set forth below:
	Vesting Date	Percentage Of Total Units Vesting*	Cumulative Percentage Of Vested Units**
	First anniversary of Date of Grant	25%	25%
	Second anniversary of Date of Grant	25%	50%
	Third anniversary of Date of Grant	25%	75%
	Fourth anniversary of Date of Grant	25%	100%

*	No fractional units shall be awarded. Unawarded fractional units shall be aggregated with fractional units from subsequent vesting dates, and awarded on such subsequent vesting dates to the extent the aggregated fractional units equal a whole number.

**	On the final Vesting Date, all unvested Units shall become Vested Units.

By their signatures below, the Company and the Participant agree that the Award is governed by this Notice and by the provisions of the Plan and the Restricted Stock Units Agreement attached to and made a part of this document. The Participant acknowledges receipt of a copy of the Plan and the Restricted Stock Units Agreement, represents that the Participant has read and is familiar with their provisions, and hereby accepts the Award subject to all of their terms and conditions.


SIGMATEL, INC.		PARTICIPANT

By:		Signature:
	Phillip E. Pompa
Its:	President & Chief Executive Officer
Address:	1601 South Mopac Expressway	Address:	«Address Line 1»
	Suite 100		«Address Line 2»
	Austin, TX 78746

ATTACHMENTS: Restricted Stock Units Agreement and 2003 Equity Incentive Plan.

SigmaTel, Inc.

RESTRICTED STOCK UNITS AGREEMENT

(for employees in Hong Kong, Japan, Korea, Singapore and Taiwan)

SigmaTel, Inc. has granted to the individual (the “Participant”) named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an award (the “Award”) of Restricted Stock Units (the “Units”) upon the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to the SigmaTel, Inc. 2003 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant. The provisions of the Plan are incorporated into this Agreement by this reference. By signing the Grant Notice, the Participant: (a) represents that the Participant has read and is familiar with the terms and conditions of the Grant Notice, the Plan and this Agreement, (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, the Plan and this Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Grant Notice, the Plan or this Agreement, and (d) acknowledges receipt of a copy of the Grant Notice, the Plan and this Agreement.

1. Definitions and Construction.

1.1 Definitions. Whenever used herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.

2. Administration.

3. The Award.

3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax and social insurance withholding, if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the Units, the consideration for which shall be current and/or future services to be rendered to the Company (or a Parent Corporation or Subsidiary Corporation) or for its benefit. Notwithstanding the foregoing, if required by applicable local law, the Participant shall furnish consideration in the form of cash or services rendered to a Company (or any Parent Corporation or Subsidiary Corporation) or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Units

4. Vesting of Units.

The Units shall vest and become Vested Units as provided in the Grant Notice.

5. Company Reacquisition Right.

6. Settlement of the Award.

6.4 Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award.

7. Tax Withholding.

7.1 In General. At the time the Grant Notice is executed, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax and/or social insurance withholding obligations of the Company or its subsidiary, if any, which arise in connection with the Award or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax and/or social insurance withholding obligations of the Company or its subsidiary have been satisfied by the Participant.

7.2 Instructions to Sell Shares for Payment of Tax Withholding; Assignment of Sale Proceeds; Payment by Check. Subject to compliance with applicable law and the Company’s Insider Trading Policy, unless otherwise determined by the Company in its sole discretion, the Company’s or its subsidiary’s tax and/or social insurance withholding obligations applicable to the Participant arising on any Settlement Date (the “RSU Tax Withholding Obligations”) shall be satisfied through the assignment by the Participant of the proceeds of a sale of a number of whole shares (the “Tax Settlement Shares”) having a Fair Market Value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of RSU Tax Withholding Obligations determined by the applicable minimum statutory withholding rates. By signing the Grant Notice, the Participant hereby irrevocably authorizes and instructs the Company, or any broker approved by the Company, without any further action required by the Participant, to sell on behalf of the Participant (a “Tax Settlement Sale”), on the Settlement Date or as soon thereafter as is practicable (at a price equal to the Fair Market Value at the time of such sale), a sufficient number of Tax Settlement Shares to generate sufficient proceeds (net of any brokerage fees or similar fees or commissions of the broker) to cover the RSU Tax Withholding Obligations (the “Tax Withholding Proceeds”). The Participant, by signing the Grant Notice, hereby irrevocably assigns to the Company, without any further action required by the Participant, any Tax Withholding Proceeds and hereby authorizes and instructs any broker in possession of the Tax Withholding Proceeds for the Participant’s account to distribute the Tax Withholding Proceeds to the Company. The Participant hereby expressly acknowledges and agrees that the aforementioned authorizations, instructions and assignments are made as of the Date of Grant, are irrevocable by the Participant and that the Participant shall take reasonable efforts requested by the Company or any broker to satisfy any additional requirements of the Company or broker to accomplish a Tax Settlement Sale, including, but not limited to, entering into any additional plan, instruction or contract to sell the shares that complies with the requirements of Rule 10b5-1(c)(1)(i)(A) under the Securities Exchange Act of 1934, as amended, in the form provided by the Company or a broker selected by the Company and delivering to the Company or the broker any additional instructions, authorizations or assignments the broker or the Company may reasonably request. Notwithstanding the foregoing, the Company in its sole discretion, may require the Participant to pay by check the RSU Tax Withholding Obligations by delivering a check for the full amount of the required tax withholding to the Company (or the Company’s plan administrator, as determined by the Company) on or before the third business day following the Settlement Date. In the event that the Participant fails to meet any of its above obligations with respect to RSU Tax Withholding Obligation, the Company is hereby authorized at its discretion, to satisfy

the RSU Tax Withholding Obligations through any other means authorized by this Section 7, including by effecting a sale of some or all of the shares being acquired upon settlement of the Award, withholding from payroll and any other amounts payable to the Participant or by withholding shares in accordance with Section 7.3.

7.4 Adverse Consequences. Any adverse consequences to the Participant resulting from the procedures permitted under any part of this Section 7, including, without limitation, tax consequences, shall be the sole responsibility of the Participant.

8. Effect of Change in Control on Award.

In the event of a Change in Control, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror” ), may, without the consent of the Participant, either assume or continue the Company’s rights and obligations with respect to outstanding Units or substitute for outstanding Units substantially equivalent rights with respect to the Acquiror’s stock. For purposes of this Section, a Unit shall be deemed assumed if, following the Change in Control, the Unit confers the right to receive, subject to the terms and conditions of the Plan and this Agreement, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely capital stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon settlement of the Unit to consist solely of capital stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. In the event the Acquiror elects not to assume, continue or substitute for the outstanding Units in connection with a Change in Control, the vesting of the Units shall be accelerated in full and the total Number of Restricted Stock Units subject to the Award shall be deemed Vested Units effective as of the date of the Change in Control, and the Award shall be settled in full in accordance with Section 6 immediately prior to the Change in Control, provided that the Participant’s Service has not terminated prior to such date. The vesting of Units and settlement of the Award that was permissible solely by reason of this Section shall be conditioned upon the consummation of the Change in Control.

9. Adjustment for Changes in Capital Structure.

In the event of any transaction described in Section 4.2 of the Plan, the terms of the Restricted Stock Units shall be adjusted as set forth in Section 4.2 of the Plan.

10. Rights as a Stockholder, Director, Employee or Consultant.

Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between the Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of the Company or interfere in any way with any right of the Company Group to terminate the Participant’s Service as a Director, an Employee or a Consultant, as the case may be, at any time.

11. Legends.

12. Miscellaneous Provisions.

Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.

12.7 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12.8 No Future Entitlement. By execution of this Restricted Stock Units Agreement, you acknowledge and agree that: (i) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) the grant of your Restricted Stock Units is a one-time benefit which does not create any contractual or other right to receive future grants of Restricted Stock Units, or compensation in lieu of Restricted Stock Units; (iii) all determinations with respect to any such future grants, including, but not limited to, the times when Restricted Stock Units shall be granted, the maximum number of Units or shares subject to each Restricted Stock Units and the Restricted Stock Units price, will be at the sole discretion of the Company; (iv) participation in the Plan is voluntary; (v) the value of your Restricted Stock Units is outside the scope of your employment contract; (vi) the value of your Restricted Stock Units is not part of normal or expected compensation for purposes of calculating any severance, resignation,

redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (vii) the vesting of any Restricted Stock Units ceases upon termination of employment with the Company and/or Affiliate of the Company or transfer of employment from the Company and/or Affiliate of the Company, or other cessation of eligibility for any reason, except as may otherwise be explicitly provided in the Plan document or this Restricted Stock Units Agreement; (viii) if the underlying stock does not increase in value, your Restricted Stock Units will have no value, nor does the Company guarantee any future value; (ix) no claim or entitlement to compensation or damages arises if your Restricted Stock Units do not increase in value and you irrevocably release the Company and its Affiliates from any such claim that does arise; (x) the Company and its Affiliates are not responsible for your legal compliance requirements relating to the exercise of your Restricted Stock Units and your subsequent ownership and possible sale of Units, including but not limited to, tax reporting, the exchange of local currency into U.S. dollars, the transfer of funds to the U.S., and the opening and using of a U.S. brokerage account; (xi) nor is the Company or its Affiliates responsible for the consequences of any fluctuations of the exchange rate between your local currency and the U.S. dollar; and (xii) your eligibility to participate in the Plan ceases upon termination of employment for any reason.

12.9 Personal Data. For the exclusive purpose of implementing, administering and managing your Restricted Stock Units, you, by execution this Restricted Stock Units Agreement, consent to the collection, receipt, use, retention and transfer, in electronic or other form, of your personal data by and among the Company, its parent, its subsidiaries, its affiliates and its third party vendors. You understand that personal data (including but not limited to, name, home address, telephone number, employee number, employment status, tax identification number, job and payroll location, data for tax withholding purposes and shares of Units or stocks awarded, cancelled, exercised, vested and unvested) may be transferred to third parties assisting in the implementation, administration and management of your Restricted Stock Units and you expressly authorize such transfer as well as the retention, use and the subsequent transfer of the data by the recipient(s). You understand that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that data will be held only as long as is necessary to implement, administer and manage your Restricted Stock Units. You understand that you may, at any time, request a list with the names and addresses of any potential recipients of the personal data, view data, request additional information about the storage and processing of data, require any necessary amendments to data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s legal department representative. You understand, however, that refusing or withdrawing your consent may affect your ability to accept Restricted Stock Units under the Plan.

12.10 Parties to This Restricted Stock Units Agreement. This Restricted Stock Units Agreement is between you and the Company. Your local employer is not a party to this Restricted Stock Units Agreement.

12.11 Execution of Notice. Execution of the Grant Notice shall have the same binding effect as execution of this Restricted Stock Units Agreement. Execution of the Grant Notice shall fully bind you to all of the terms and conditions set forth in the Plan and this Restricted Stock Units Agreement.

SigmaTel, Inc.

RESTRICTED STOCK UNITS AGREEMENT

(For employees in China)

SigmaTel, Inc. has granted to the individual (the “Participant”) named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an award (the “Award”) of Restricted Stock Units (the “Units”) upon the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to the SigmaTel, Inc. 2003 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant. The provisions of the Plan are incorporated into this Agreement by this reference. By signing the Grant Notice, the Participant: (a) represents that the Participant has read and is familiar with the terms and conditions of the Grant Notice, the Plan and this Agreement, (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, the Plan and this Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Grant Notice, the Plan or this Agreement, and (d) acknowledges receipt of a copy of the Grant Notice, the Plan and this Agreement.

1. Definitions and Construction.

1.1 Definitions. Whenever used herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.

2. Administration.

3. The Award.

settlement of the Units, the consideration for which shall be current and/or future services to be rendered to the Company (or a Parent Corporation or Subsidiary Corporation) or for its benefit. Notwithstanding the foregoing, if required by applicable local law, the Participant shall furnish consideration in the form of cash or services rendered to a Company (or any Parent Corporation or Subsidiary Corporation) or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Units

4. Vesting of Units.

The Units shall vest and become Vested Units as provided in the Grant Notice.

5. Company Reacquisition Right.

6. Settlement of the Award.

6.1 Issuance of Shares of Stock. Subject to the provisions of Section 6.3 and except as otherwise provided below, on the Settlement Date, the Company shall issue directly to a brokerage account in the Participant’s name the number of shares of Stock subject to the Unit.

6.2 Mandatory Sale of Shares. By signing the Grant Notice, the Participant hereby irrevocably authorizes and instructs the Company, or any broker approved by the Company, without any further action required by the Participant, to sell on behalf of the Participant on the Settlement Date or as soon thereafter as is practicable (at a price equal to the market price at the time of such sale), all of Participant’s Stock and to remit the proceeds of such sale (minus tax withholding and brokerage fees, if any) in cash to the Participant. The Participant hereby expressly acknowledges and agrees that the aforementioned authorizations, instructions and assignments are made as of the Date of Grant, are irrevocable by the Participant and that the Participant shall take reasonable efforts requested by the Company or any broker to satisfy any additional requirements of the Company or broker to accomplish a sale of his or her Stock, including, but not limited to, entering into any additional plan, instruction or contract to sell the shares that complies with the requirements of Rule 10b5-1(c)(1)(i)(A) under the Securities Exchange Act of 1934, as amended, in the form provided by the Company or a broker selected by the Company and delivering to the Company or the broker any additional instructions, authorizations or assignments the broker or the Company may reasonably request. Notwithstanding the foregoing, the Company in its sole discretion, may require the Participant to pay by check the tax withholding obligations by delivering a check for the full amount of the required tax withholding to the Company (or the Company’s plan administrator, as determined by the Company) on or before the third business day following the Settlement Date.

of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

6.4 Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award.

7. Tax Withholding.

7.2 Adverse Consequences. Any adverse consequences to the Participant resulting from the procedures permitted under any part of this Section 7, including, without limitation, tax consequences, shall be the sole responsibility of the Participant.

8. Effect of Change in Control on Award.

9. Adjustment for Changes in Capital Structure.

In the event of any transaction described in Section 4.2 of the Plan, the terms of the Restricted Stock Units shall be adjusted as set forth in Section 4.2 of the Plan.

10. Rights as a Stockholder, Director, Employee or Consultant.

11. Miscellaneous Provisions.

11.1 Binding Effect. Subject to the restrictions on transfer set forth herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

11.2 Termination or Amendment. The Board may terminate or amend the Plan or the Award at any time; provided, however, that no such termination or amendment may adversely affect the Award without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation. No amendment or addition to this Agreement shall be effective unless in writing.

11.3 Nontransferability of the Award. Prior the issuance of shares of Stock on the applicable Settlement Date, neither this Award nor any Units subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

11.4 Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any,

provided for the Participant by the Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature to the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.

(b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 11.4(a) of this Agreement and consents to the electronic delivery of the Plan documents and Grant Notice, as described in Section 11.4(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 11.4(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 11.4(a).

11.5 Integrated Agreement. The Grant Notice and this Agreement constitute the entire understanding and agreement of the Participant and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Company with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Grant Notice and the Agreement shall survive any settlement of the Award and shall remain in full force and effect.

11.6 Applicable Law. This Agreement shall be governed by the laws of the State of Texas as such laws are applied to agreements between Texas residents entered into and to be performed entirely within the State of Texas.

11.7 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.8 No Future Entitlement. By execution of this Restricted Stock Units Agreement, you acknowledge and agree that: (i) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) the grant of your restricted stock units is a one-time benefit which does not create any contractual or other right to receive future grants of restricted stock units, or compensation in lieu of restricted stock units; (iii) all determinations with respect to any such future grants, including, but not limited to, the times when restricted stock units shall be granted, the maximum number of Units or shares subject to each restricted stock units and the restricted stock units price, will be at the sole discretion of the Company; (iv) participation in the Plan is voluntary; (v) the value of your restricted stock units is outside the scope of your employment contract; (vi) the value of your restricted stock units is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (vii) the vesting of any restricted stock units ceases upon termination of employment with the Company and/or Affiliate of the Company or transfer of employment from the Company and/or Affiliate of the Company, or other cessation of eligibility for any reason, except as may otherwise be explicitly provided in the Plan document or this Restricted Stock Units Agreement; (viii) if the underlying stock does not increase in value, your Restricted Stock Units will have no value, nor does the Company guarantee any future value; (ix) no claim or entitlement to compensation or damages arises if your Restricted Stock Units do not increase in value and you irrevocably release the Company and its Affiliates from any such claim that does arise; (x) the Company and its Affiliates are not responsible for your legal compliance requirements relating to the exercise of your Restricted Stock Units and your subsequent ownership and possible sale of Units, including but not limited to, tax reporting, the exchange of local currency into U.S. dollars, the transfer of funds to the U.S., and the opening and using of a U.S. brokerage account; (xi) nor is the Company or its Affiliates responsible for the consequences of any fluctuations of the exchange rate between your local currency and the U.S. dollar; and (xii) your eligibility to participate in the Plan ceases upon termination of employment for any reason.

11.9 Personal Data. For the exclusive purpose of implementing, administering and managing your Restricted Stock Units, you, by execution this Restricted Stock Units Agreement, consent to the collection, receipt, use, retention and transfer, in electronic or other form, of your personal data by and among the Company, its parent, its subsidiaries, its affiliates and its third party vendors. You understand that personal data (including but not limited to, name, home address, telephone number, employee number, employment status, tax identification number, job and payroll location, data for tax withholding purposes and shares of Units or stocks awarded, cancelled, exercised, vested and unvested) may be transferred to third parties assisting in the implementation, administration and management of your Restricted Stock Units and you expressly authorize such transfer as well as the retention, use and the subsequent transfer of the data by the recipient(s). You understand that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that data will be held only as long as is necessary to implement, administer and manage your Restricted Stock Units. You understand that you may, at any

time, request a list with the names and addresses of any potential recipients of the personal data, view data, request additional information about the storage and processing of data, require any necessary amendments to data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s legal department representative. You understand, however, that refusing or withdrawing your consent may affect your ability to accept Restricted Stock Units under the Plan.

11.10 Parties to This Restricted Stock Units Agreement. This Restricted Stock Units Agreement is between you and the Company. Your local employer is not a party to this Restricted Stock Units Agreement.

11.11 Execution of Notice. Execution of the Grant Notice shall have the same binding effect as execution of this Restricted Stock Units Agreement. Execution of the Grant Notice shall fully bind you to all of the terms and conditions set forth in the Plan and this Restricted Stock Units Agreement.

SIGMATEL, INC.

NOTICE OF GRANT OF OUTSIDE DIRECTOR STOCK OPTION

(Annual Option)

(the “Optionee”) has been granted an option (the “Option”) to purchase certain shares of Stock of SigmaTel, Inc. pursuant to the SigmaTel, Inc. 2003 Equity Incentive Plan (the “Plan”), as follows:


Date of Option Grant:

Number of Option Shares:	10,000

Exercise Price:	$	per share

Initial Vesting Date:	The first anniversary of the Date of Option Grant.

Option Expiration Date:	The tenth anniversary of the Date of Option Grant.

Tax Status of Option:	Nonstatutory Stock Option

Vested Shares: Except as provided in the Plan and Stock Option Agreement, the number of Vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying the Number of Option Shares by the “Vested Percentage” determined as of such date as follows:


	Vested Percentage
Prior to Initial Vesting Date	0	%
On Initial Vesting Date, provided the Optionee’s Service has not terminated prior to such date	25	%
Plus:
For each full year of the Optionee’s continuous Service from Initial Vesting Date until the Vested Percentage equals 100%, an additional	25	%

By their signatures below, the Company and the Optionee agree that the Option is governed by this Notice and by the provisions of the Plan and the Stock Option Agreement, both of which are attached to and made a part of this document. The Optionee acknowledges receipt of copies of the Plan and the Stock Option Agreement, represents that the Optionee has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions.


SIGMATEL, INC.		OPTIONEE

By:
			Signature
Its:
			Date
Address:	3815 South Capital of Texas Highway
	Suite 300		Address
	Austin, TX 78704


ATTACHMENTS:		2003 Equity Incentive Plan, as amended to the Date of Option Grant; Stock Option Agreement and Exercise Notice
ATTACHMENTS:

SIGMATEL, INC.

STOCK OPTION AGREEMENT

SigmaTel, Inc. has granted to the individual (the “Optionee”) named in the Notice of Grant of Stock Option (the “Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the SigmaTel, Inc. 2003 Equity Incentive Plan (the “Plan”), as amended to the Date of Option Grant, the provisions of which are incorporated herein by reference. By signing the Notice, the Optionee: (a) represents that the Optionee has read and is familiar with the terms and conditions of the Notice, the Plan and this Option Agreement, including the Effect of Termination of Service set forth in Section 7, (b) accepts the Option subject to all of the terms and conditions of the Notice, the Plan and this Option Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Notice, the Plan or this Option Agreement, and (d) acknowledges receipt of a copy of the Notice, the Plan and this Option Agreement.

1. Definitions and Construction.

(a) Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Notice or the Plan.

(b) Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Option Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

2. Tax Consequences.

(a) Tax Status of Option. This Option is intended to have the tax status designated in the Notice.

(i) Incentive Stock Option. If the Notice so designates, this Option is intended to be an Incentive Stock Option within the meaning of Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as such. The Optionee should consult with the Optionee’s own tax advisor regarding the tax effects of this Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. (NOTE TO OPTIONEE: If the Option is exercised more than three (3) months after the date on which you cease to be an Employee (other than by reason of your death or permanent and total disability as defined in Section 22(e)(3) of the Code), the Option will be treated as a Nonstatutory Stock Option and not as an Incentive Stock Option to the extent required by Section 422 of the Code.)

(ii) Nonstatutory Stock Option. If the Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.

(b) ISO Fair Market Value Limitation. If the Notice designates this Option as an Incentive Stock Option, then to the extent that the Option (together with all Incentive Stock Options granted to the Optionee under all stock option plans of the Participating Company Group, including the Plan) becomes exercisable for the first time during any calendar year for shares having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount will be treated as Nonstatutory Stock Options. For purposes of this Section 2.2, options designated as Incentive Stock Options are taken into account in the order in which they were granted, and the Fair Market Value of stock is determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section 2.2, such different limitation shall be deemed incorporated herein effective as of the date required or permitted by such amendment to the Code. If the Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 2.2, the Optionee may designate which portion of such Option the Optionee is exercising. In the absence of such designation, the Optionee shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option. (NOTE TO OPTIONEE: If the aggregate Exercise Price of the Option (that is, the Exercise Price multiplied by the Number of Option Shares) plus the aggregate exercise price of any other Incentive Stock Options you hold (whether granted pursuant to the Plan or any other stock option plan of the Participating Company Group) is greater than $100,000, you should contact the Chief Financial Officer of the Company to ascertain whether the entire Option qualifies as an Incentive Stock Option.)

3. Administration.

All questions of interpretation concerning this Option Agreement shall be determined by the Board. All determinations by the Board shall be final and binding upon all persons having an interest in the Option. Any officer of a Participating Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, or election.

4. Exercise of the Option.

(a) Right to Exercise. Except as otherwise provided herein, the Option shall be exercisable on and after the Date of Option Grant (or if later, the Optionee’s Service commencement date) and prior to the termination of the Option (as provided in Section 6) in an amount not to exceed the number of Vested Shares less the number of shares previously acquired upon exercise of the Option.

(b) Method of Exercise. Exercise of the Option shall be by written notice to the Company which must state the election to exercise the Option, the number of whole shares of Stock for which the Option is being exercised and such other representations and agreements as to the Optionee’s investment intent with respect to such shares as may be required pursuant to the provisions of this

Option Agreement. The written notice must be signed by the Optionee and must be delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other means as the Company may permit, to the Chief Financial Officer of the Company, or other authorized representative of the Participating Company Group, prior to the termination of the Option as set forth in Section 6, accompanied by full payment of the aggregate Exercise Price for the number of shares of Stock being purchased. The Option shall be deemed to be exercised upon receipt by the Company of such written notice and the aggregate Exercise Price.

(i) Forms of Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for the number of shares of Stock for which the Option is being exercised shall be made (i) in cash, by check, or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of whole shares of Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the aggregate Exercise Price, (iii) by means of a Cashless Exercise, as defined in Section 4.3(b), or (iv) by any combination of the foregoing.

(ii) Limitations on Forms of Consideration.

(A) Tender of Stock. Notwithstanding the foregoing, the Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. The Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Optionee for more than six (6) months or were not acquired, directly or indirectly, from the Company.

(B) Cashless Exercise. A “Cashless Exercise” means the delivery of a properly executed notice together with irrevocable instructions to a broker in a form acceptable to the Company providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares of Stock acquired upon the exercise of the Option pursuant to a program or procedure approved by the Company (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to decline to approve or terminate any such program or procedure.

(d) Tax Withholding. At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company, the Optionee hereby authorizes withholding from payroll and any other amounts payable to the Optionee, and otherwise agrees to make adequate provision for (including by means of a Cashless Exercise to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Participating Company Group, if any, which arise in connection with the Option, including, without limitation, obligations arising upon (i) the exercise, in whole or in part, of the

Option, (ii) the transfer, in whole or in part, of any shares acquired upon exercise of the Option, (iii) the operation of any law or regulation providing for the imputation of interest, or (iv) the lapsing of any restriction with respect to any shares acquired upon exercise of the Option. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Participating Company Group have been satisfied by the Optionee.

(e) Certificate Registration. Except in the event the Exercise Price is paid by means of a Cashless Exercise, the certificate for the shares as to which the Option is exercised shall be registered in the name of the Optionee, or, if applicable, in the names of the heirs of the Optionee.

(f) Restrictions on Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE OPTIONEE IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

(g) Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option.

5. Nontransferability of the Option.

The Option may be exercised during the lifetime of the Optionee only by the Optionee or the Optionee’s guardian or legal representative and may not be assigned or transferred in any manner except by will or by the laws of descent and distribution. Following the death of the Optionee, the Option, to the extent provided in Section 7, may be exercised by the Optionee’s legal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution.

6. Termination of the Option.

The Option shall terminate and may no longer be exercised on the first to occur of (a) the Option Expiration Date, (b) the last date for exercising the Option following termination of the Optionee’s Service as described in Section 7, or (c) a Change in Control to the extent provided in Section 8.

7.	Effect of Termination of Service.

(a) Option Exercisability.

(i) Disability. If the Optionee’s Service with the Participating Company Group terminates because of the Disability of the Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee (or the Optionee’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date.

(ii) Death. If the Optionee’s Service with the Participating Company Group terminates because of the death of the Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee’s legal representative or other person who acquired the right to exercise the Option by reason of the Optionee’s death at any time prior to the expiration of twelve (12) months after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date. The Optionee’s Service shall be deemed to have terminated on account of death if the Optionee dies within three (3) months after the Optionee’s termination of Service.

(iii) Other Termination of Service. If the Optionee’s Service with the Participating Company Group terminates for any reason, except Disability or death, the Option, to the extent unexercised and exercisable by the Optionee on the date on which the Optionee’s Service terminated, may be exercised by the Optionee at any time prior to the expiration of three (3) months (or such other longer period of time as determined by the Board, in its discretion) after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date.

(b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the provisions of Section 4.6, the Option shall remain exercisable until three (3) months after the date the Optionee is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date.

(c) Extension if Optionee Subject to Section 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section 7.1 of shares acquired upon the exercise of the Option would subject the Optionee to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Optionee would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Optionee’s termination of Service, or (iii) the Option Expiration Date.

8. Change in Control.

In the event of a Change in Control, the Acquiring Corporation may either assume the Company’s rights and obligations under the Option or substitute for the Option a substantially equivalent option for the Acquiring Corporation’s stock. The Option shall terminate and cease to be outstanding effective as of the date of the Change in Control to the extent that the Option is neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

9. Adjustments for Changes in Capital Structure.

In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification, or similar change in the capital structure of the Company, appropriate adjustments shall be made in the number, Exercise Price and class of shares of stock subject to the Option. If a majority of the shares which are of the same class as the shares that are subject to the Option are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Board may unilaterally amend the Option to provide that the Option is exercisable for New Shares. In the event of any such amendment, the Number of Option Shares and the Exercise Price shall be adjusted in a fair and equitable manner, as determined by the Board, in its discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 9 shall be rounded down to the nearest whole number, and in no event may the Exercise Price be decreased to an amount less than the par value, if any, of the stock subject to the Option. The adjustments determined by the Board pursuant to this Section 9 shall be final, binding and conclusive.

10. Rights as a Stockholder, Employee or Consultant.

The Optionee shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of a certificate for the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 9. If the Optionee is an Employee, the Optionee understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Optionee, the Optionee’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Optionee any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Optionee’s Service as an Employee or Consultant, as the case may be, at any time.

11. Notice of Sales Upon Disqualifying Disposition.

The Optionee shall dispose of the shares acquired pursuant to the Option only in accordance with the provisions of this Option Agreement. In addition, if the Notice designates this Option as an Incentive Stock Option, the Optionee shall (a) promptly notify the Chief Financial Officer of the Company if the Optionee disposes of any of the shares acquired pursuant to the Option within one (1) year after the date the Optionee exercises all or part of the Option or within two (2) years after the Date of Option Grant and (b) provide the Company with a description of the circumstances of such disposition. Until such time as the Optionee disposes of such shares in a manner consistent with the provisions of this Option Agreement, unless otherwise expressly authorized by the Company, the Optionee shall hold all shares acquired pursuant to the Option in the Optionee’s name (and not in the name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year period immediately after Date of Option Grant. At any time during the one-year or two-year periods set forth above, the Company may place a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer agent for the Company’s stock to notify the Company of any such transfers. The obligation of the Optionee to notify the Company of any such transfer shall continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.

12. Legends.

The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions, and, if applicable, that the shares were acquired upon exercise of an Incentive Stock Option on all certificates representing shares of stock subject to the provisions of this Option Agreement. The Optionee shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to the Option in the possession of the Optionee in order to carry out the provisions of this Section.

13. Lock-Up Agreement.

The Optionee hereby agrees that in the event of any underwritten public offering of stock, including an initial public offering of stock, made by the Company pursuant to an effective registration statement filed under the Securities Act, the Optionee shall not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or make any short sale of, or otherwise dispose of any shares of stock of the Company or any rights to acquire stock of the Company for such period of time from and after the effective date of such registration statement as may be established by the underwriter for such public offering; provided, however, that such period of time shall not exceed one hundred eighty (180) days from the effective date of the registration statement to be filed in connection with such public offering. The foregoing limitation shall not apply to shares registered in the public offering under the Securities Act.

14. Restrictions on Transfer of Shares.

law, in any manner which violates any of the provisions of this Option Agreement, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

15. Miscellaneous Provisions.

(a) Binding Effect. Subject to the restrictions on transfer set forth herein, this Option Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

(b) Termination or Amendment. The Board may terminate or amend the Plan or the Option at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Optionee unless such termination or amendment is necessary to comply with any applicable law or government regulation or is required to enable the Option, if designated an Incentive Stock Option in the Notice, to qualify as an Incentive Stock Option. No amendment or addition to this Option Agreement shall be effective unless in writing.

(c) Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature on the Notice or at such other address as such party may designate in writing from time to time to the other party.

(d) Integrated Agreement. The Notice, this Option Agreement and the Plan constitute the entire understanding and agreement of the Optionee and the Participating Company Group with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Optionee and the Participating Company Group with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Notice and the Option Agreement shall survive any exercise of the Option and shall remain in full force and effect.

(e) Applicable Law. This Option Agreement shall be governed by the laws of the State of Texas as such laws are applied to agreements between Texas residents entered into and to be performed entirely within the State of Texas.

Counterparts. The Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SIGMATEL, INC.

NOTICE OF GRANT OF STOCK OPTION

(for international employees)


Grant Number:

Date of Option Grant:

Number of Option Shares:

Exercise Price:	$	per share

Initial Vesting Date:

Option Expiration Date:	The date ten (10) years after the Date of Option Grant.

Tax Status of Option:		Stock Option. (Enter “Incentive” or “Nonstatutory.” If blank, this
	Option will be a Nonstatutory Stock Option.)


		Vested Ratio
Prior to Initial Vesting Date		0
On Initial Vesting Date, provided the Optionee’s Service has not terminated prior to such date		¹/4
Plus:
For each full month of the Optionee’s continuous Service from Initial Vesting Date until the Vested Ratio equals ¹/1, an additional		¹/48


SIGMATEL, INC.		OPTIONEE

By:
	Phillip E. Pompa	Signature

Its:	President & Chief Executive Officer
		Date
Address:	3815 South Capital of Texas Highway
	Suite 300	Address
	Austin, TX 78704


ATTACHMENTS:		2003 Equity Incentive Plan, as amended to the Date of Option Grant; Stock Option Agreement and Exercise Notice

SIGMATEL, INC.

STOCK OPTION AGREEMENT

(for international employees)

1. Definitions and Construction.

(a) Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Notice or the Plan.

2. Tax Consequences.

(a) Tax Status of Option. This Option is intended to have the tax status designated in the Notice.

3. Administration.

4. Exercise of the Option.

(ii) Limitations on Forms of Consideration.

(g) Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option.

5.	Nontransferability of the Option.

6. Termination of the Option.

7. Effect of Termination of Service.

(a) Option Exercisability.

8. Change in Control.

9. Adjustments for Changes in Capital Structure.

10. Rights as a Stockholder, Employee or Consultant.

11. Notice of Sales Upon Disqualifying Disposition.

12. Legends.

13. Lock-Up Agreement.

14. Restrictions on Transfer of Shares.

15. Miscellaneous Provisions.

(f) Counterparts. The Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SIGMATEL, INC.

NOTICE OF GRANT OF STOCK OPTION

(for U.S. employees)


Grant Number:

Date of Option Grant:

Number of Option Shares:

Exercise Price:	$	per share

Initial Vesting Date:

Option Expiration Date:	The date seven (7) years after the Date of Option Grant.

Tax Status of Option:		Stock Option. (Enter “Incentive” or “Nonstatutory.” If blank, this

	Option will be a Nonstatutory Stock Option.)


		Vested Ratio
Prior to Initial Vesting Date		0
On Initial Vesting Date, provided the Optionee’s Service has not terminated prior to such date		¹/4
Plus:
For each full month of the Optionee’s continuous Service from Initial Vesting Date until the Vested Ratio equals ¹/1, an additional		¹/48

Acceptance: Unless you affirmatively refuse the offer of the Option, in writing, within thirty (30) days of the date of this offer, you will be deemed to have accepted the offer under the terms as provided above and agree that the Option is governed by this Notice and by the provisions of the Plan and the Stock Option Agreement, both of which are attached to and made a part of this document. You will further be deemed to acknowledge receipt of copies of the Plan and the Stock Option Agreement, and to represent that you have read and are familiar with their provisions. Any affirmative actions taken by you or your representative to achieve the benefits of this grant, including but not limited to acknowledging the grant through the website of the firm administering the Plan, shall constitute further evidence of your acceptance pursuant to this provision.


SIGMATEL, INC.

By:
		Melissa Bixby
		Vice President of Human Resources


ATTACHMENTS:		2003 Equity Incentive Plan, as amended to the Date of Option Grant; Stock Option Agreement and Exercise Notice

SIGMATEL, INC.

STOCK OPTION AGREEMENT

(for U.S. employees)

SigmaTel, Inc. has granted to the individual (the “Optionee”) named in the Notice of Grant of Stock Option (the “Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the SigmaTel, Inc. 2003 Equity Incentive Plan (the “Plan”), as amended to the Date of Option Grant, the provisions of which are incorporated herein by reference. By accepting the Notice, the Optionee: (a) represents that the Optionee has read and is familiar with the terms and conditions of the Notice, the Plan and this Option Agreement, including the Effect of Termination of Service set forth in Section 7, (b) accepts the Option subject to all of the terms and conditions of the Notice, the Plan and this Option Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Notice, the Plan or this Option Agreement, and (d) acknowledges receipt of a copy of the Notice, the Plan and this Option Agreement.

1. Definitions and Construction.

(a) Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Notice or the Plan.

2. Tax Consequences.

(a) Tax Status of Option. This Option is intended to have the tax status designated in the Notice.

3. Administration.

4. Exercise of the Option.

(ii) Limitations on Forms of Consideration.

(g) Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option.

5. Nontransferability of the Option.

6. Termination of the Option.

7. Effect of Termination of Service.

(a) Option Exercisability.

8. Change in Control.

9. Adjustments for Changes in Capital Structure.

10. Rights as a Stockholder, Employee or Consultant.

11. Notice of Sales Upon Disqualifying Disposition.

12. Legends.

13. Lock-Up Agreement.

14. Restrictions on Transfer of Shares.

15. Miscellaneous Provisions.

(c) Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Optionee by the Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the Company’s headquarters, Attention: Human Resources, for notices to the Company, and to the Optionee’s address on file with the Company, for notices to the Optionee, or at such other address as such party may designate in writing from time to time to the other party.

(a) Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, the Notice, this Agreement, the Plan prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Optionee electronically. In addition, the Optionee may deliver electronically the Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.

Optionee by contacting the Company by telephone or in writing. The Optionee further acknowledges that the Optionee will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Optionee understands that the Optionee must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Optionee may revoke his or her consent to the electronic delivery of documents described in Section 15.3(a) or may change the electronic mail address to which such documents are to be delivered (if Optionee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Optionee understands that he or she is not required to consent to electronic delivery of documents described in Section 15.3(a).

SIGMATEL, INC.

STOCK OPTION AGREEMENT

(Executive Officer; Single Trigger)

SigmaTel, Inc. has granted to the individual (the “Optionee”) named in the Notice of Grant of Stock Option (the “Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the SigmaTel, Inc. 2003 Equity Incentive Plan (the “Plan”), as amended to the Date of Option Grant, the provisions of which are incorporated herein by reference. By accepting the Notice, the Optionee: (a) represents that the Optionee has read and is familiar with the terms and conditions of the Notice, the Plan and this Option Agreement, including the Effect of Termination of Service set forth in Section 7, (b) accepts the Option subject to all of the terms and conditions of the Notice, the Plan and this Option Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Notice, the Plan or this Option Agreement, and (d) acknowledges receipt of a copy of the Notice, the Plan and this Option Agreement.

1. Definitions and Construction.

(a) Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Notice or the Plan.

2. Tax Consequences.

(a) Tax Status of Option. This Option is intended to have the tax status designated in the Notice.

3. Administration.

4. Exercise of the Option.

(ii) Limitations on Forms of Consideration.

(g) Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option.

5. Nontransferability of the Option.

6. Termination of the Option.

7. Effect of Termination of Service.

(a) Option Exercisability.

8. Change in Control.

Notwithstanding Section 12.2 of the Plan, in the event of a Change in Control, any unexercisable or unvested portions of the Option held by Optionee whose Service has not terminated prior to such date shall be immediately exercisable and vested in full as of the date ten (10) days prior to the date of the Change in Control. The exercise or vesting of the Option shall be conditioned upon the consummation of the Change in Control. In addition, the Acquiring Corporation may either assume the Company’s rights and obligations under outstanding Options or substitute for outstanding Options substantially equivalent options for the Acquiring Corporation’s stock. If the Option is neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control, the Option shall terminate and cease to be outstanding effective as of the date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein. Further, if the corporation the stock of which is subject to the Option immediately prior to an Ownership Change Event described in Section 12.1(a)(i) constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the Option shall not terminate.

9. Adjustments for Changes in Capital Structure.

10. Rights as a Stockholder, Employee or Consultant.

11. Notice of Sales Upon Disqualifying Disposition.

12. Legends.

13. Lock-Up Agreement.

14. Restrictions on Transfer of Shares.

No shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Optionee), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Option Agreement, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

15. Miscellaneous Provisions.

(b) Consent to Electronic Delivery. The Optionee acknowledges that the Optionee has read Section 15.3(a) of this Agreement and consents to the electronic delivery of the Plan documents and Notice, as described in Section 15.3(a). The Optionee acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Optionee by contacting the Company by telephone or in writing. The Optionee further acknowledges that the Optionee will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Optionee understands that the Optionee must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Optionee may revoke his or her consent to the electronic delivery of documents described in Section 15.3(a) or may change the electronic mail address to which such documents are to be delivered (if Optionee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Optionee understands that he or she is not required to consent to electronic delivery of documents described in Section 15.3(a).