Form of Restricted Stock Agreement for Directors under the Summit Semiconductor, Inc. 2018 Long-Term Incentive Stock Plan

Exhibit 10.2

SUMMIT SEMICONDUCTOR, INC.

2018 LONG-TERM STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement” or the “Agreement”) is made effective as of this 31 day of January 2018, by and between Summit Semiconductor, Inc., a Delaware corporation (the “Company”), and ___________ (“Participant”).

The Company, pursuant to its 2018 Long-Term Stock Incentive Plan (the “Plan”), hereby grants the following stock award to Participant, which award shall have the terms and conditions set forth in this Agreement:

The Company, effective as of the date of this Agreement, hereby grants to Participant a restricted stock award of ______ shares (the “Shares” also referred to as the “Award”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), subject to the terms and conditions set forth herein. The Award will be paid to the Participant at the times and in the amounts set forth in Section 2.

(a) The Shares granted hereunder will be paid on the dates and amounts set forth in the following table:

(b) Notwithstanding Section 2(a), in the event that Participant voluntarily resigns his service on the Company’s board of directors, prior to the date when all Shares have been issued to the Participant, any Shares unissued at the time of the Participant’s resignation shall be delayed and paid six months after date(s) shown above.

(c) Notwithstanding Sections 2(a) and (b), if there is a Change of Control (as defined herein), all remaining unissued Shares shall be issued to the Participant upon the Change of Control. A “Change of Control” of the Company shall mean: the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then outstanding Common Shares the Company (the “Outstanding Shares”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this Agreement, the following acquisitions shall not constitute a Change of Control: (x) a Company-sponsored recapitalization that is approved by the individuals who, as of the date of this Agreement, constitute the Company’s Board (the “Incumbent Board”); (y) a capital raise initiated by the Company where a majority of the Incumbent Board remains until the next annual shareholders’ meeting after the closing date of the raise; and (z) an acquisition of another company or asset(s) initiated by the Company and where the Company’s shareholders immediately after the transaction own at least 51% of the equity of the combined concern

Participant acknowledges that he/she was entitled to participate in the Company’s Payout Agreement (the “Carve-Out Plan”). Participant acknowledges that the Carve-Out Plan was terminated by the Company’s Board of Directors on January 30, 2018. By acceptance of this Award Agreement and that Shares granted hereunder, Participant acknowledges, agrees and relinquishes any and all rights under the Carve-Out Plan.

Until the Shares are issued pursuant to Section 2 hereof, none of the Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, and no attempt to transfer the Shares, whether voluntary or involuntary, by operation of law or otherwise, shall vest the transferee with any interest or right in or with respect to the Shares.

After any Shares are issued pursuant to Section 2 hereof, the Company shall promptly cause to be issued a certificate or certificates evidencing such vested Shares, and shall cause such certificate or certificates to be delivered to Participant or Participant’s legal representatives, beneficiaries or heirs.

If all or any portion of the Shares are to be issued subsequent to any change in the number or character of Shares of Common Stock (through stock dividend, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Shares of Common Stock or other securities of the Company or other similar corporate transaction or event affecting the Shares the Compensation Committee of the Board of Directors (the “Committee”), in its sole discretion, may make such adjustment as it determines to be appropriate in order to prevent dilution or enlargement of the interest represented by the Shares). In the event of such adjustment, Participant shall then receive upon such issuance the number and type of securities or other consideration which he would have received if the Shares had been issued prior to the event changing the number or character of outstanding Shares of Common Stock.

Participant acknowledges and agrees that the ultimate liability for all tax-related payments legally due by Participant is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company. Participant further acknowledges that each of the Company and the Employer (a) makes no representations or undertakings regarding the treatment of any tax-related items in connection with any aspect of the Shares, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Award or any aspect of the Award to reduce or eliminate Participant’s tax liability or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of the Award and the date of any relevant taxable event, Participant acknowledges that the Company may be required to withhold or account for taxes in more than one jurisdiction, whether state, federal, or international.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.