EXABYTE CORPORATION
NONSTATUTORY STOCK OPTION
AGREEMENT
[[First Name]] [[Last Name]], Optionee:
Exabyte Corporation (the "Company"), pursuant to its Amended and Restated 1997
Non-Officer Stock Option Plan (the "Plan"), has granted to you, the optionee
named above, an option to purchase shares of the common stock of the Company
("Common Stock"). This option is not intended to qualify as and will not be
treated as an "incentive stock option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.
The details of your option are as follows:
1. TOTAL NUMBER OF SHARES SUBJECT TO THIS OPINION. The total number of shares
of Common Stock subject to this option is [[shares]].
2. VESTING
(a) Standard Vesting. Subject to the limitations contained herein, 2% of
the shares will vest (become exercisable) each month after the date of the
grant until either (i) your Continuous Service (as defined in the Plan)
terminates for any reason, or (ii) this option becomes fully vested.
3. EXERCISE PRICE AND METHOD OF PAYMENT.
(a) Exercise Price. The exercise price of this option is $[[ ]] per
share, being not less than the fair market value of the Common Stock on the
date of grant of this option.
(b) Method of Payment. Payment of the exercise price per share is due in
full upon exercise of all or any part of each installment which has accrued to
you. You may elect, to the extent permitted by applicable statutes and
regulations, to make payment of the exercise price under one of the following
alternatives:
(i) Payment of the exercise price per share in cash (including check)
at the time of exercise;
(ii) Payment pursuant to a program developed under Regulation T as
Promulgated by the Federal Reserve Board which, prior to the issuance of Common
Stock, results in either the receipt of cash (or check) by the Company or the
receipt of irrevocable instructions to pay the aggregate exercise price to the
Company from the sales proceeds; or
(iii) Payment by a combination of the methods of payment permitted by
subsection 3(b)(i) through 3(b)(ii) above.
4. WHOLE SHARES. This option may not be exercised for any number of shares
which would require the issuance of anything other than whole shares.
5. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, this option may not be exercised unless the shares issuable
upon exercise of this option are then registered under the Securities Act of
1933, as amended (the "Securities Act"), or, if such shares are not then so
registered, the Company has determined that such exercise and issuance would be
exempt from the registration requirements of the Securities Act.
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6. TERM. The term of this option commences on __________, 20__, the date of
grant, and expires at midnight on _______________ (the "Expiration Date," which
is the day before the tenth anniversary from the date of grant) unless this
option expires sooner as set forth below or in the Plan. In no event may this
option be exercised after the Expiration Date. This option shall terminate
prior to the Expiration Date of its term as follows: three (3) months after
the termination of your Continuous Service unless one of the following circum-
stances exists:
(a) Your termination of Continuous Service is due to your disability. This
option will then expire on the earlier of the Expiration Date set forth above
or six (6) months following such termination of Continuous Service.
(b) Your termination of Continuous Service is due to your death or your
death occurs within three (3) months following your termination of Continuous
Service. This option will then expire on the earlier of the Expiration Date
set forth above or six (6) months after your death.
(c) If during any part of such three (3) month period you may not
exercise your option solely because of the condition set forth in Section 5
above, then your option will not expire until the earlier of the Expir-
ation Date set forth above or until this option shall have been exercisable
for an aggregate period of three (3) months after your termination of
Continuous Service.
(d) However, this option may be exercised following termination
of Continuous Service only as to that number of shares as to which it was
exercisable on the date of termination of Continuous Service under the
provisions of Section 2 of this option.
7. EXERCISE.
(a) This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other
person as the Company may designate, during regular business hours, together
with such additional documents as the Company may then require pursuant to the
Plan.
(b) By exercising this option you agree that as a precondition to the
completion of any exercise of this option, the Company may require you to enter
an arrangement providing for the payment by you to the Company of any tax with-
holding obligation of the Company arising by reason of (1) the exercise of this
option; (2) the lapse of any substantial risk of forfeiture to which the shares
are subject at the time of exercise; or (3) the disposition of shares acquired
upon such exercise;
8. TRANSFERABILITY. This option is not transferable, except by will or by the
laws of descent and distribution, and is exercisable during your life only by
you; provided, however, that by delivering written notice to the Company, in a
form satisfactory to the Company, you may designate a third party who, in the
event of your death, shall thereafter be entitled to exercise this option.
Notwithstanding the foregoing, an Option may be transferred by an Optionee
solely to (i) members of the Optionee's immediate family (children, grand-
children, or spouse); (ii) trusts for the benefit of such family members; or
(iii) partnerships where the only partners are such family members.
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9. OPTION NOT A SERVICE CONTRACT. This option is granted in consideration for
the Optionee's future services. Notwithstanding the foregoing, this option is
not an employment contract and nothing in this option shall be deemed to create
in any way whatsoever any obligation on your part to continue in the employ of
the Company or its Affiliate, or of the Company or its Affiliate to continue
your employment. In addition, nothing in this option shall obligate the
Company or its Affiliate, or their respective stockholders, Board of Directors,
officers or employees to continue any relationship which you might have as a
Consultant for the Company or its Affiliate.
10. NOTICES. Any notices provided for in this option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the address
specified below or at such other address as you hereafter designate by written
notice to the Company.
11. GOVERNING PLAN DOCUMENT. This option is subject to all the provisions of
the Plan, a copy of which is attached hereto and its provisions are hereby made
a part of this option, including without limitation the provisions of Section 6
of the Plan relating to option provisions, and is further subject to all inter-
pretations, amendments, rules and regulations which may from time to time be
promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of this option and those of the Plan, the provisions
of the Plan shall control.
Dated this ----- day of -------------, 199--.
Very truly yours,
EXABYTE CORPORATION
By
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Duly authorized on behalf
of the Board of Directors
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ATTACHMENTS:
Amended and Restated Exabyte Corporation 1997 Non-Officer Stock Option Plan
Notice of Exercise
* * * *
The undersigned:
(a) Acknowledges receipt of the foregoing option and the attachments refer-
enced therein and understands that all rights and liabilities with respect to
this option are set forth in the option and the Plan; and
(b) Acknowledges that as of the date of grant of this option, it sets forth the
entire understanding between the undersigned optionee and the Company and its
Affiliates regarding the acquisition of stock in the Company and supersedes all
prior oral and written agreements on that subject with the exception of (i) the
options previously granted and delivered to the undersigned under stock option
plans of the Company, and (ii) the following agreements only:
None
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(Initial)
Other
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Optionee
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Address:
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