Chip Corporation Form of Stock Restriction Agreement

Exhibit 10.3 STOCK RESTRICTION AGREEMENT V*I CHIP CORPORATION Agreement made as of , by and between V*I CHIP CORPORATION, a Delaware corporation with an address of 25 Frontage Road, Andover, Massachusetts 01810 (the " Company" ), and (the " Stockholder" ), which is the holder of options to purchase shares of common stock, par value $.01 per share, of the Company (the " Common Stock" ) (collectively the shares of Common Stock issuable upon the exercise of such options, and all other shares of Common Stock acquired by the Stockholder subsequent to the date hereof are herein referred to as the " Stock" ). WHEREAS, the Stockholder has been granted, as of the date first set forth above, options to purchase shares of Common Stock of the Company pursuant to the Company' s Amended 2007 Stock Option and Incentive Plan (the " Equity Incentive Plan" ); NOW, THEREFORE, in consideration of the mutual promises of the parties and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows. SECTION 1. Voluntary Transfers . Neither the Stockholder nor any permitted transferee of his or her shares under Section 5 may sell, assign, transfer, exchange, pledge or otherwise dispose of any shares of Stock or any interest therein now held or hereafter acquired by such shareholder (collectively referred to as a " transfer" ) without first giving written notice thereof to the Company, identifying the proposed transferee, the purchase price, if any, and terms of the proposed transaction, and offering said shares to the Company for purchase by it as hereinafter provided. On or prior to the later of: (i) 30 days after receipt of the notice or (ii) if the Stockholder acquired said shares of Stock from the Company, seven months after the date of such acquisition, the Company may elect to purchase all of the shares so offered and if it does not do so, said shares may be transferred within 60 days after the expiration of said period to the proposed transferee upon the price and terms specified in the notice, provided that said transferee shall thereupon become a party to this Agreement as a Stockholder in the manner provided hereinafter. SECTION 2. Termination of Employment . Within 30 days after the voluntary or involuntary termination of all employment of a Stockholder with the Company as an employee, officer and Director thereof, except a termination by reason of death, said Stockholder and each transferee of his or her shares under Section 5 shall give written notice to the Company offering to the Company for purchase as hereinafter provided all of the shares of Stock owned on the date of termination by said Stockholder and each such transferee. On or prior to the later of: (i) 30 days after receipt of the notice or (ii) if the Stockholder acquired any shares of Stock from the Company, seven months after the date of such acquisition, the Company may elect to purchase all or any part of the shares so offered and if it does not elect to do so, said shares may be retained by said Stockholder or transferee subject to all other provisions of this Agreement.

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SECTION 3. Death of a Stockholder . In the event of the death of the Stockholder, his or her executors or administrators and each transferee of his or her shares under Section 5 shall, within 90 days after the date of death, give written notice thereof to the Company offering to it for purchase as hereinafter provided all of the shares of Stock owned on said date by the Stockholder and each such transferee. On or prior to the later of: (i) 30 days after receipt of the notice or (ii) if the Stockholder acquired any shares of Stock from the Company, seven months after the date of such acquisition, the Company may elect to purchase all or any part of the shares so offered; and if the Company does not do so, said shares may be retained by the estate of said Stockholder or by such transferee subject to all other provisions of this Agreement. SECTION 4. Transfers by Operation of Law . In the event that a Stockholder (i) files a voluntary petition under any bankruptcy or insolvency law, or a petition for the appointment of a receiver or makes an assignment for the benefit of creditors, or (ii) is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to his or her shares of Stock, and such involuntary petition or assignment or attachment is not discharged within 60 days after its date, or (iii) is subjected to a transfer of shares of his or her Stock by operation of law, the Company shall have th ...