1995 STOCK PLAN
RESTRICTED STOCK UNIT AGREEMENT
Unless otherwise defined herein, the terms defined in the Harmonic Inc. 1995 Stock Plan (the “Plan”) will
have the same defined meanings in this Restricted Stock Unit Agreement (the “Agreement”).
1. Grant . The Company hereby grants to Participant under the Plan an Award of Restricted Stock
(denominated in units) (the “Restricted Stock Units”), subject to all of the terms and conditions in this Agreement,
the related RSU Notice of Grant and the Plan, all of which are incorporated herein by reference. Subject to
Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms
and conditions of this Agreement, the terms and conditions of the Plan will prevail.
2. Company’s Obligation to Pay . Unless and until the Restricted Stock Units will have vested in the manner
set forth in the related RSU Notice of Grant, paragraph 3 below or Section 17 of the Plan, Participant will have
no right to payment of any Shares. Prior to actual payment of any vested Shares, such Restricted Stock Units will
represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the
3. Vesting Schedule and Issuance of Shares .
(a) Subject to paragraphs 4 and 11, and Section 17 of the Plan, the Restricted Stock Units awarded by
this Agreement will vest as to the number of units, and on the dates shown, as set forth in the related RSU Notice
of Grant (each a “Vesting Date”), but only if the Participant will have been in Continuous Status as an Employee
or Consultant from the date the Restricted Stock Units were granted until the date such vesting occurs. If the
Participant is not in Continuous Status as an Employee or Consultant on such date(s), the Award shall terminate,
as set forth in paragraph 4.
(b) As soon as practical upon or following each Vesting Date (but, except as provided in this Agreeme