EXHIBIT 10.4 (I)
THIS DOCUMENT CONSTITUTES IS PART OF A
PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933
STOCK OPTION GRANT
THIS GRANT is made as of the ____ day of ______, 20__, by ARRIS GROUP,
INC., a Delaware corporation (the "Corporation) to ______________ ("Optionee").
1. INCORPORATION OF TERMS
This Grant shall be governed by the attached Arris Group, Inc.
Stock Option Terms (the "Terms"), all of the provisions of which are hereby
incorporated herein.
2. GRANT OF OPTIONS
On the terms and conditions stated herein and in the Terms,
the Corporation hereby grants to Optionee the option to purchase ________ Shares
as defined in the Terms for an exercise price of $_______ per Share.
3. RIGHT TO EXERCISE
Subject to the conditions and the exceptions set forth herein
and in the Terms, or as otherwise expressly provided in any written employment
agreement between Optionee and the Corporation, this Option is exercisable for
one-fourth [1/4] of the Shares as of the date of this grant and shall become
exercisable for one-fourth (1/4) of the Shares on [one year from grant], another
one-fourth (1/4) on [two years from grant], and the remaining Shares on [three
years from grant]. In addition, this Option shall be fully exercisable upon (a)
the death of Optionee, (b) Optionee being determined to be fully and permanently
disabled within the meaning of the Corporation's disability insurance policy
then in effect, or (c) the closing price of the Shares on the principal market
in which they trade being at or above $_______ per Share for 20 consecutive
trading days.
4. TERM OF OPTION
This Option shall in any event expire in its entirety on [ten
years from grant], or, if earlier, six months and one day from the day the
closing price of the Shares on the principal market in which they trade has been
at or above $_______ per Share for 20 consecutive trading days. This Option
shall further expire as set forth in the Terms.
5. EXERCISE CONSTITUTES AGREEMENT TO REFRAIN FROM COMPETITION
By exercising any portion of this Option, Optionee agrees
that:
(a) for a period of four months from the date of the termination
of Optionee's employment with the Corporation for any reason whatsoever,
Optionee will not, directly or indirectly, compete with the Corporation by
providing to any Corporation that is in a "Competing Business" services
substantially similar to the services provided by Optionee at the time of
termination. Competing Business shall be defined as any business that engages,
in whole or in part, in the equipment and supply for broadband communications
systems in the United States.
(b) for a period of two years after the termination or cessation
of Optionee's employment with the Corporation for any reason whatsoever,
Optionee shall not, on his own behalf or on behalf of any other person,
partnership, association, corporation, or other entity, solicit or in any manner
attempt to influence or induce any employee of the Corporation or its
subsidiaries or affiliates (known by the Optionee to be such) to leave the
employment of the Corporation or its subsidiaries or affiliates, nor shall
Optionee use or disclose to any person, partnership, association, corporation or
other entity any information obtained while an employee of the Corporation
concerning the names and addresses of the Corporation's employees.
In the event that Optionee violates any of the provisions of paragraph
(a) or (b) hereof, the Corporation shall be entitled to receive from Optionee
the profits, if any, received by Optionee upon exercise of any Options to the
extent such Options were exercised subsequent to six months prior to the
termination of Optionee's employment.
IN WITNESS WHEREOF, the Corporation has caused this Grant to be
executed on its behalf by its officer duly authorized to act behalf of the
Corporation.
ARRIS GROUP, INC.,
a Delaware corporation
By:
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Xxxxxxxx X. Xxxxxxxx
Its: Executive Vice President
