GENESIS MICROCHIP INC.
Exhibit
(a)(1)(I)(xiv)
GENESIS
MICROCHIP INC.
1997
EMPLOYEE STOCK OPTION PLAN
Unless
otherwise defined herein, the terms defined in the 1997 Employee Stock Option
Plan of the Company (the "Plan") shall have the same defined meanings in this
Option Agreement.
I. NOTICE
OF STOCK OPTION GRANT
You
have
been granted an option to purchase common shares of the Company, subject to
the
terms and conditions of the Plan and this Option Agreement, as
follows:
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Grant
Number
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Date
of Grant
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Vesting
Commencement Date
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Exercise
Price per Share
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Total
Number of Shares Granted
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Total
Exercise Price
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Type
of Option:
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_____ Incentive
Stock Option
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_____ Nonstatutory
Stock Option
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Term/Expiration
Date:
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Vesting
Schedule:
The
Option may be exercised, in whole or in part, in accordance with the following
schedule:
25%
of
the Shares subject to the Option shall vest twelve months after the Vesting
Commencement Date, and 1/48 of the Shares subject to the Option shall vest
each
month thereafter, subject to the Optionee continuing to be a Service Provider
on
such dates.
Termination
Period:
Subject
to the next sentence, the Option may be exercised for three (3) months after
Optionee ceases to be a Service Provider to the extent that the Option is vested
on the date of termination. Upon the death or Disability of the Optionee, the
Option may be exercised for twelve (12) months after Optionee ceases to be
a
Service Provider to the extent the Option is vested on the date of termination.
In no event shall the Option be exercised later than the Term/Expiration Date
as
provided above.
II. AGREEMENT
1. Grant
of Option.
The
Administrator of the Plan hereby grants to the Optionee named in the Notice
of
Grant attached as Part I of this Agreement (the "Optionee") an option (the
"Option") to purchase the number of Shares, as set forth in the Notice of Grant,
at the exercise price per Share set forth in the Notice of Grant (the "Exercise
Price"), subject to the terms and conditions of the Plan, which is incorporated
herein by reference. Subject to Section 15(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 Option Agreement, the terms and conditions of the Plan shall
prevail.
If
designated in the Notice of Grant as an Incentive Stock Option ("ISO"), the
Option is intended to qualify as an Incentive Stock Option under
Section 422 of the Code. However, if the Option is intended to be an
Incentive Stock Option, to the extent that it exceeds the $100,000 (U.S.) rule
of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option
("NSO").
2. Exercise
of Option.
(a) Right
to Exercise.
The
Option is exercisable during its term in accordance with the Vesting Schedule
set out in the Notice of Grant and the applicable provisions of the Plan and
this Option Agreement.
(b) Method
of Exercise.
The
Option is exercisable by delivery of an exercise notice, in the form attached
hereto as Exhibit A (the "Exercise Notice"), which shall state the election
to
exercise the Option, the number of Shares in respect of which the Option is
being exercised (the "Exercised Shares"), and such other representations and
agreements as may be required by the Company pursuant to the provisions of
the
Plan. The Exercise Notice shall be completed by the Optionee and delivered
to
the Secretary of the Company. The Exercise Notice shall be accompanied by
payment of the aggregate Exercise Price as to all Exercised Shares. The Option
shall be deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by such aggregate Exercise
Price.
No
Shares
shall be issued pursuant to the exercise of the Option unless such issuance
and
exercise complies with Applicable Laws. Assuming such compliance, for income
tax
purposes the Exercised Shares shall be considered transferred to the Optionee
on
the date the Option is exercised with respect to such Exercised
Shares.
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3. Method
of Payment.
Payment
of the aggregate Exercise Price shall be by any of the following, or a
combination thereof, at the election of the Optionee:
(a) cash;
or
(b) cheque;
or
(c) consideration
received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan; or
(d) surrender
of other Shares which (i) in the case of Shares acquired upon exercise of an
option, have been owned by the Optionee for more than six (6) months on the
date
of surrender, and
(ii)
have a Fair Market Value on the date of surrender equal to the aggregate
Exercise Price of the Exercised Shares.
4. Non-Transferability
of Option.
The
Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution and may be exercised during the lifetime of
Optionee only by the Optionee. The terms of the Plan and this Option Agreement
shall be binding upon the executors, administrators, heirs, successors and
assigns of the Optionee.
5. Term
of Option.
The
Option may be exercised only within the term set out in the Notice of Grant,
and
may be exercised during such term only in accordance with the Plan and the
terms
of this Option Agreement.
6. Tax
Consultation.
Optionee understands that Optionee may suffer adverse tax consequences as a
result of Optionee's purchase or disposition of the Shares. Optionee represents
that Optionee has consulted with any tax consultants Optionee deems advisable
in
connection with the purchase or disposition of the Shares and that Optionee
is
not relying on the Company for any tax advice.
7. Entire
Agreement; Governing Law.
The
Plan is incorporated herein by reference. The Plan and this Option Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee's interest except
by
means of a writing signed by the Company and Optionee. This agreement is
governed by the internal substantive laws, but not the choice of law rules,
of
the Province of Ontario.
8. NO
GUARANTEE OF CONTINUED SERVICE.
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER
AT
THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND
AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD,
FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR
THE
COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER
AT
ANY TIME, WITH OR WITHOUT CAUSE.
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By
your
signature and the signature of the Company's representative below, you and
the
Company agree that the Option is granted under and governed by the terms and
conditions of the Plan and this Option Agreement. Optionee has reviewed the
Plan
and this Option Agreement in their entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Option Agreement and fully
understands all provisions of the Plan and Option Agreement. Optionee hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions relating to the Plan
and
Option Agreement. Optionee further agrees to notify the Company upon any change
in the residence address indicated below.
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OPTIONEE:
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GENESIS
MICROCHIP INC.
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_______________________________
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By__________________________________
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Signature
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Name
_______________________________
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Title
________________________________
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Name
& Address:
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| ___________________________ | |
| ___________________________ | |
| ___________________________ |
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GENESIS
MICROCHIP INC.
1997
EMPLOYEE STOCK OPTION PLAN
EXERCISE
NOTICE
Genesis
Microchip Inc.
000
Xxxxxxxx Xxxxxx Xx. Xxxx
Xxxxxxxxx,
ON L3T 7V8
Date
of
Exercise: ______________________
Attention:
VP Human Resources
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1.
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Exercise
of Option:
The undersigned (“Purchaser”) hereby elects to purchase common shares of
Genesis Microchip Inc. under and pursuant to the respective Plan
of the
Company (the “Plan”) and the Stock Option Agreement dated (the “Option
Agreement”).
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TYPE
OF PLAN:
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1997
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GRANT
DATE:
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1.
2.
3.
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#
OF SHARES
TO
BE EXERCISED:
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1.
2.
3.
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PRICE
PER SHARE:
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1.
$
(US)
2.
$
(US)
3.
$
(US)
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TOTAL
EXERCISE PRICE:
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1.
$
(US)
2.
$
(US)
3.
$
(US)
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CERTIFICATE
TO BE ISSUED IN NAME OF:
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OR
ELECTRONIC TRANSFER:
Broker
Name, DTC#; Contact Name & Phone #
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2. Delivery
of Payment.
Purchaser herewith delivers to the Company the full purchase price for the
Shares.
3. Representations
of Purchaser.
Purchaser acknowledges that Purchaser has received, read and understood the Plan
and the Option Agreement and agrees to abide by and be bound by their terms
and
conditions.
4. Rights
as Shareholder.
Until
the issuance (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company) of the Shares, no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Shares, notwithstanding the exercise of the Option. The
Shares so acquired shall be issued to the Optionee as soon as practicable after
exercise of the Option. No adjustment will be made for a dividend or other
right
for which the record date is prior to the date of issuance, except as provided
in Section 13 of the Plan.
5. Tax
Consultation.
Purchaser understands that Purchaser may suffer adverse tax consequences as
a
result of Purchaser's purchase or disposition of the Shares. Purchaser
represents that Purchaser has consulted with any tax consultants Purchaser
deems
advisable in connection with the purchase or disposition of the Shares and
that
Purchaser is not relying on the Company for any tax advice.
6. Entire
Agreement; Governing Law.
The Plan
and Option Agreement are incorporated herein by reference. This Agreement,
the
Plan and the Option Agreement constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Purchaser with respect
to
the subject matter hereof, and may not be modified adversely to the Purchaser's
interest except by means of a writing signed by the Company and Purchaser.
This
agreement is governed by the internal substantive laws, but not the choice
of
law rules, of the Province of Ontario.
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Submitted
by:
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Accepted
by
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PURCHASER:
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GENESIS
MICROCHIP INC.
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_______________________________
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By_________________________________
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Signature
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Name
______________________________
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Print
Name: _____________________
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Title
_______________________________
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