EXHIBIT 10.2
ADEPT TECHNOLOGY, INC.
OPTION AGREEMENT FOR
EMPLOYEE INCENTIVE STOCK OPTIONS
II. Agreement
The terms of this Option Agreement apply to any Options granted under the Adept
Technology, Inc. 2003 Stock Option Plan (the "Plan"), which are identified as
incentive stock options and are evidenced by a Notice of Grant attached as Part
I of this Option Agreement.
1. TERMS OF OPTION
FOR GOOD AND VALUABLE CONSIDERATION, Adept Technology, Inc. (the
"Company"), has granted to the Participant named in the notice of grant
attached as Part I of this Option Agreement (the "Notice of Grant") an
incentive stock option (the "Option") to purchase up to the number of
shares of the Company's common stock (the "Common Stock"), set forth in
the Notice of Grant, at the purchase price per share and upon the other
terms and subject to the conditions set forth in this Option Agreement
(as amended from time to time), including the Notice of Grant, and the
Plan. For purposes of this Option Agreement any reference to the
Company shall include a reference to any Subsidiary.
2. EXERCISE OF OPTION
The Option shall not be exercisable as of the date the Option is
granted (the "Grant Date") set forth in the Notice of Grant. After the
Grant Date, to the extent not previously exercised, and subject to
termination or acceleration as provided in this Option Agreement and
the Plan, the Option shall be exercisable to the extent it becomes
vested, as described below, to purchase up to that number of shares of
Common Stock as set forth in the Notice of Grant provided that (except
as set forth in Section 3.A below) Participant remains employed with
the Company and does not experience a termination of employment.
A. Vesting
Unless otherwise approved by the Administrator, all Options vest as to
1/48th of the Options granted after the Grant Date (for a total of four
year vesting).
The vesting period and/or exercisability of an Option may be adjusted
by the Administrator to reflect the decreased level of employment
during any period in which the Participant is on an approved leave of
absence or is employed on a less than full time basis, provided that
the Administrator may take into consideration any accounting
consequences to the Company or in making any such adjustment and shall
inform the Participant of any effects to the Option's qualification as
an Incentive Stock Option of any such adjustment and of such approved
leave of absence or less than full time employment.
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B. Exercise
To exercise the Option (or any part thereof), Participant shall deliver
to the Company a "Notice of Exercise" on a form specified by the
Administrator, specifying the number of whole shares of Common Stock
Participant wishes to purchase and how Participant's shares of Common
Stock should be registered (in Participant's name only or in
Participant's and Participant's spouse's names as community property or
as joint tenants with right of survivorship).
The exercise price per share (the "Exercise Price") of the Option is
set forth in the Notice of Grant. The Company shall not be obligated to
issue any shares of Common Stock until Participant shall have paid the
total Exercise Price for that number of shares of Common Stock. The
Exercise Price may be paid in cash or by certified or cashiers' check
or by such other method as permitted by the Administrator.
Fractional shares may not be exercised. Shares of Common Stock will be
issued as soon as practical after exercise.
Notwithstanding the above, the Company shall not be obligated to
deliver any shares of Common Stock during any period when the Company
determines that the exercisability of the Option or the delivery of
shares hereunder would violate any federal, state or other applicable
laws, and the Option may be rescinded if necessary to ensure compliance
with federal, state or other applicable laws.
3. EXPIRATION OF OPTION
Except as provided in this Section 3, the Option shall expire and cease
to be exercisable as of the expiration date set forth in the Notice of
Grant under the column titled "Expiration" (the "Expiration Date").
A. Upon the date of a termination of the Participant's employment
as a result of the death or Total and Permanent Disablement
(as defined in the Plan) of the Participant, the Option shall
become fully exercisable, and shall be exercisable by the
Participant's estate, heir or beneficiary for a period
commencing on the date of termination of the Participant's
employment and expiring upon the earlier of six (6) months
following the date of termination of the Participant's
employment or the Expiration Date of the Option.
B. Upon Retirement (as defined in the Plan) of the Participant,
(i) any part of the Option that is unexercisable as of such
Retirement shall remain unexercisable and shall terminate as
of such date, and (ii)any part of the Option that is
exercisable as of such Retirement shall expire upon the
earlier of three (3) months following such Retirement or the
Expiration Date of the Option
C. Upon the date of a termination of the Participant's employment
for cause (as determined under applicable law), the Option
shall immediately terminate and shall not be exercisable.
D. Upon a termination of the Participant's employment with the
Company for any reason other than the death, Total and
Permanent Disablement or Retirement of the Participant or for
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cause, (i) any part of the Option that is unexercisable as of
such termination date shall remain unexercisable and shall
terminate as of such date, and (ii) any part of the Option
that is exercisable as of such termination date shall expire
upon the earlier of thirty (30) days following such date or
the Expiration Date of the Option.
4. RESTRICTIONS ON RESALES OF OPTION SHARES
The Company may impose such restrictions, conditions or limitations as
it determines appropriate as to the timing and manner of any resales by
the Participant or other subsequent transfers by the Participant of any
shares of Common Stock issued as a result of the exercise of the
Option, including without limitation (a) restrictions under an xxxxxxx
xxxxxxx policy, (b) restrictions designed to delay and/or coordinate
the timing and manner of sales by Participant and other optionholders
and (c) restrictions as to the use of a specified brokerage firm for
such resales or other transfers.
5. INCOME TAXES
To the extent required by applicable federal, state, local or foreign
law, the Participant shall make arrangements satisfactory to the
Company for the satisfaction of any withholding tax obligations that
arise by reason of an Option exercise or disposition of shares issued
as a result of an Option exercise. The Company shall not be required to
issue shares or to recognize the disposition of such shares until such
obligations are satisfied.
The Option is intended to qualify as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), and will be interpreted accordingly. Section 422 of the Code
provides, among other things, that the Participant shall not be taxed
upon the exercise of a stock option that qualifies as an incentive
stock option provided the Participant does not dispose of the shares of
Common Stock acquired upon exercise of such option until the later of
two years after such option is granted to the Participant and one year
after such option is exercised. Notwithstanding anything to the
contrary herein, Section 422 of the Code provides that incentive stock
options (including, possibly, the Option) shall not be treated as
incentive stock options if and to the extent that the aggregate fair
market value of shares of Common Stock (determined as of the time of
grant) with respect to which such incentive stock options are
exercisable for the first time by the Participant during any calendar
year (under all plans of the Company and its subsidiaries) exceeds
$100,000, taking options into account in the order in which they were
granted. Thus, if and to the extent that any shares of Common Stock
issued under a portion of the Option exceeds the foregoing $100,000
limitation, such shares shall not be treated as issued under an
incentive stock option pursuant to Section 422 of the Code.
6. NON-TRANSFERABILITY OF OPTION
The Participant may not assign or transfer the Option to anyone other
than by will or the laws of descent and distribution and the Option
shall be exercisable only by the Participant during his or her
lifetime. The Company may cancel the Participant's Option if the
Participant attempts to assign or transfer it in a manner inconsistent
with this Section 6.
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7. THE PLAN AND OTHER AGREEMENTS
In addition to the terms of this Option Agreement, the Option shall be
subject to the terms of the Plan, which are incorporated into this
Option Agreement by this reference. Capitalized terms not otherwise
defined herein shall have the meaning set forth in the Plan.
ThisOption Agreement, including the Notice of Grant, and the Plan
constitute the entire understanding between the Participant and the
Company regarding the Option. Any prior agreements, commitments or
negotiations concerning the Option are superseded.
8. LIMITATION OF INTEREST IN SHARES SUBJECT TO OPTION
Neither the Participant (individually or as a member of a group) nor
any beneficiary or other person claiming under or through the
Participant shall have any right, title, interest, or privilege in or
to any shares of Common Stock allocated or reserved for the purpose of
the Plan or subject to this Option Agreement except as to such shares
of Common Stock, if any, as shall have been issued to such person upon
exercise of the Option or any part of it. Nothing in the Plan, in this
Option Agreement, including the Notice of Grant, or any other
instrument executed pursuant to the Plan shall confer upon the
Participant any right to continue in the Company's employ or service
nor limit in any way the Company's right to terminate the Participant's
employment at any time for any reason.
9. GENERAL
In the event that any provision of this Option Agreement is declared to
be illegal, invalid or otherwise unenforceable by a court of competent
jurisdiction, such provision shall be reformed, if possible, to the
extent necessary to render it legal, valid and enforceable, or
otherwise deleted, and the remainder of this Option Agreement shall not
be affected except to the extent necessary to reform or delete such
illegal, invalid or unenforceable provision.
The headings preceding the text of the sections hereof are inserted
solely for convenience of reference, and shall not constitute a part of
this Option Agreement, nor shall they affect its meaning, construction
or effect.
This Option Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective permitted heirs, beneficiaries,
successors and assigns.
All questions arising under the Plan or under this Option Agreement
shall be decided by the Administrator in its total and absolute
discretion.
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