EXHIBIT 10.2
ADEPT TECHNOLOGY, INC.
DIRECTOR OPTION AGREEMENT
(for Initial Option Grant)
GRANT #____
Adept Technology, Inc., a California corporation (the "Company"), has
granted to ______________ (the "Optionee"), an option to purchase a total of
_____________ (________) shares of the Company's Common Stock (the "Optioned
Stock"), at the price determined as provided herein, and in all respects subject
to the terms, definitions and provisions of the Company's 2004 Director Option
Plan (the "Plan") adopted by the Company which is incorporated herein by
reference. The terms defined in the Plan shall have the same defined meanings
herein.
1. Nature of the Option. This Option is a nonstatutory option and is not
intended to qualify for any special tax benefits to the Optionee.
2. Exercise Price. The exercise price is $____ for each share of Common
Stock.
3. Exercise of Option. This Option shall be exercisable during its term in
accordance with the provisions of Section 7 of the Plan as follows:
(i) Right to Exercise.
(a) This Option shall become exercisable in installments
cumulatively with respect to twenty-five percent (25%) of the Optioned Stock on
the first anniversary of the date of grant, and 1/48th of the Shares each month
thereafter so that one hundred percent (100%) of the Optioned Stock shall be
exercisable four (4) years after the date of grant. In no event shall any Option
be exercisable prior to the date the shareholders of the Company approve the
Plan.
(b) This Option may not be exercised for a fraction of a
share.
(c) In the event of Optionee's death, disability or other
termination of service as a Director, the exercisability of the Option is
governed by Section 8 of the Plan.
(ii) Method of Exercise. This Option shall be exercisable by written
notice which shall state the election to exercise the Option and the number of
Shares in respect of which the Option is being exercised. Such written notice,
in the form attached hereto as Exhibit A, shall be signed by the Optionee and
shall be delivered in person or by certified mail to the Secretary of the
Company. The written notice shall be accompanied by payment of the exercise
price.
4. Method of Payment. Payment of the exercise price shall be by any of the
following, or a combination thereof, at the election of the Optionee:
(i) cash;
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(ii) check;
(iii) surrender of other shares which (x) 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 (y) have a Fair Market Value
on the date of surrender equal to the aggregate exercise price of the Shares as
to which said Option shall be exercised; or
(iv) delivery of a properly executed exercise notice together with
such other documentation as the Company and the broker, if applicable, shall
require to effect an exercise of the Option and delivery to the Company of the
sale proceeds required to pay the exercise price (known as a "net exercise").
5. Restrictions on Exercise. This Option may not be exercised if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulations, or if such issuance
would not comply with the requirements of any stock exchange upon which the
Shares may then be listed. As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
6. Non-Transferability of Option. This 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 this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
7. Term of Option. This Option may not be exercised more than ten (10)
years from the date of grant of this Option, and may be exercised during such
period only in accordance with the Plan and the terms of this Option.
8. California State Securities Laws. Optionee understands that the Option
may be granted pursuant to an exemption from registration or qualification under
the California state securities laws. As a result, certain representations must
be obtained from the Optionee. In connection with the Option grant, Optionee
represents the following:
(a) Optionee is acquiring the securities for the undersigned's own account
and not with a view to or for sale in connection with any distribution of the
Option or underlying shares of common stock;
(b) Optionee has a preexisting personal or business relationship with the
Company and/or is receiving the Option as a director of the Company; and
(c) By reason of such Optionee's business or financial experience, the
undersigned has the capacity to protect his own interests in connection with the
grant of the Option and issuance of common stock thereunder.
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DATE OF GRANT: _______________________, 200___
ADEPT TECHNOLOGY, INC.
a California corporation
By:
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Name: Xxxxxx Xxxxxxxxx
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Title:Vice President Finance & Chief Financial Officer
Optionee acknowledges receipt of a copy of the Plan, a copy of which is
attached hereto, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts this Option subject to all of the terms
and provisions thereof. Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board upon any questions
arising under the Plan.
Dated: _________________
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Optionee
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EXHIBIT A
DIRECTOR OPTION EXERCISE NOTICE
Adept Technology, Inc.
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Corporate Secretary
1. Exercise of Option. The undersigned ("Optionee") hereby elects to
exercise Optionee's option to purchase ______ shares of the Common Stock (the
"Shares") of Adept Technology, Inc. (the "Company") under and pursuant to the
Company's 2004 Director Option Plan and the Director Option Agreement dated
_______________, 20__ (the "Agreement").
2. Representations of Optionee. Optionee acknowledges that Optionee has
received, read and understood the Agreement.
3. Tax Consequences. 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
consultant(s) 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.
4. Delivery of Payment. Optionee herewith delivers to the Company the
aggregate purchase price for the Shares that Optionee has elected to purchase
and has made provision for the payment of any federal or state withholding taxes
required to be paid or withheld by the Company.
5. Entire Agreement. The Agreement is incorporated herein by reference.
This Exercise Notice and the Agreement constitute the entire agreement of the
parties and supersede in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the subject matter hereof. This
Exercise Notice and the Agreement are governed by California law except for that
body of law pertaining to conflict of laws.
Submitted by: Accepted by:
OPTIONEE: ADEPT TECHNOLOGY, INC.
By:
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Its:
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Address: Address:
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Dated: Dated:
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