SIGMA DESIGNS, INC.
Exhibit
(a)(1)(K)
SIGMA
DESIGNS, INC.
2001
STOCK PLAN
Unless
otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Option Agreement.
I. NOTICE OF STOCK OPTION
GRANT
Name:
|
You
have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement,
as follows:
|
|
Grant
Number
|
|
|
_________________________________
|
|
|
Date
of Grant
|
|
|
_________________________________
|
|
|
Vesting
Commencement Date
|
|
|
_________________________________
|
|
|
Exercise
Price per Share
|
|
|
_________________________________
|
|
|
Total
Number of Shares Granted
|
|
|
_________________________________
|
|
|
Total
Exercise Price
|
|
|
_________________________________
|
|
|
Term/Expiration
Date:
|
|
|
_________________________________
|
|
|
Type
of Option
|
XXX Nonstatutory
Stock Option
|
|
Vesting
Schedule:
|
This Option may be exercised, in whole
or in part, in accordance with the following schedule:
20% of the Shares subject to the Option
shall vest twelve months after the Vesting Commencement Date, and 1/60 of the
Shares subject to the Option shall vest each month thereafter.
Termination
Period:
This
Option may be exercised for 90 days after termination of the Optionee's
employment or consulting relationship with the Company or one of its
subsidiaries or affiliates. For the purposes of this Option Agreement
the termination date shall be considered the last day Optionee actively renders
services to the Company or one of its subsidiaries or affiliates and such date
shall not be extended by any notice of termination period or garden leave
period. Upon the death or Disability of the Optionee, this Option may
be exercised for such longer period as provided in the Plan. In the
event of the Optionee's change in status from Employee to Consultant or
Consultant to Employee, this Option Agreement shall remain in
effect. In no event shall this Option be exercised later than the
Term/Expiration Date as provided above.
II. AGREEMENT
(a) Grant of
Option. The Plan Administrator of the Company 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 14(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.
(b) Exercise of
Option.
(i) Right to
Exercise. This 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. In the
event of Optionee's death, Disability or other termination of Optionee's
employment or consulting relationship, the exercisability of the Option is
governed by the applicable provisions of the Plan and this Option
Agreement.
(ii) Method of
Exercise. This Option is exercisable by delivery of an
exercise notice, in the form attached 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
signed by the Optionee and shall be delivered in person or by certified mail to
the Secretary of the Company. The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares. This 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 this Option unless such
issuance and exercise complies with all relevant provisions of law and the
requirements of any stock exchange or quotation service upon which the Shares
are then listed. 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.
(iii) 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:
(1) cash;
(2) check;
or
(3) delivery
of a properly executed exercise notice together with such other documentation as
the Administrator and the broker, if applicable, shall require to effect an
exercise of the Option and delivery to the Company of the sale or loan proceeds
required to pay the Exercise Price.
Page 2 of
5
(c) 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 the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
(d) Term of
Option. This 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.
(e) Tax
consequences. Some of the U.S. federal and sate tax
consequences relating to this Option, as of the date of this Option, are set
forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS
AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A
TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
SHARES. ALSO, IF OPTIONEE IS SUBJECT TO TAX IN A COUNTRY/JURSIDICTION
OUTSIDE OF THE U.S., HE OR SHE COULD CONSULT A TAX ADVISER TO DETERMINE THE TAX
CONSEQUENCES TO HIM OR HER.
(i) Exercising the
Option. Since the Option will be a U.S. nonstatutory
stock option (“NSO”), the Optionee may incur regular U.S. federal income tax and
state income tax liability upon exercise. The Optionee will be
treated as having received compensation income (taxable at ordinary income tax
rates) equal to the excess, if any, of the Fair Market Value of the Exercised
Shares on the date of exercise over their aggregate Exercise
Price. If the Optionee is an Employee, the Company will be required
to withhold from his or her compensation or collect from Optionee and pay to the
applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.
(ii) Disposition of
Shares. If the Optionee holds NSO Shares for at least one
year, any gain realized on disposition of the Shares will be treated as
long-term capital gain for federal income tax purpose.
(f) Responsibility for
Taxes. Regardless of any action the Company or the Optionee’s
employer (the “Employer”) takes with respect to any or all income tax, social
insurance, payroll tax, payment on account or other tax-related withholding
(“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all
Tax-Related Items legally due by him or her is and remains Optionee’s
responsibility and that the Company and/or the Employer (1) make no
representations or undertakings regarding the treatment of any Tax-Related Items
in connection with any aspect of the Option grant, including the grant, vesting
or exercise of the Option, the subsequent sale of shares of Common Stock
acquired pursuant to such exercise and the receipt of any dividends; and
(2) do not commit to structure the terms of the grant or any aspect of the
Option to reduce or eliminate Optionee’s liability for Tax-Related
Items.
Prior to
exercise of the Option, Optionee shall pay or make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy all withholding and
payment on account obligations of the Company and/or the Employer. In
this regard, Optionee authorizes the Company and/or the Employer to withhold all
applicable Tax-Related Items legally payable by him or her from Optionee’s wages
or other cash compensation paid to him or her by the Company and/or the Employer
or from proceeds of the sale of shares of Common
Stock. Alternatively, or in addition, if permissible under local law,
the Company may (1) sell or arrange for the sale of shares of Common Stock that
Optionee acquires to meet the withholding obligation for Tax-Related Items,
and/or (2) withhold in shares of Common Stock, provided that the Company only
withholds the amount of shares of Common Stock necessary to satisfy the minimum
withholding amount. Finally, Optionee shall pay to the Company or the
Employer any amount of Tax-Related Items that the Company or the Employer may be
required to withhold as a result of Optionee’s participation in the Plan or
Optionee’s purchase of shares of Common Stock that cannot be satisfied by the
means previously described. The Company may refuse to honor the
exercise and refuse to deliver the shares of Common Stock if Optionee fails to
comply with Optionee’s obligations in connection with the Tax-Related Items as
described in this section.
Page 3 of
5
(g) Nature of
Grant. In accepting the grant, Optionee acknowledges
that: (1) the Plan is established voluntarily by the Company, it is
discretionary in nature and it may be modified, amended, suspended or terminated
by the Company at any time, unless otherwise provided in the Plan and
this Option Agreement; (2) the grant of the Option is voluntary and
occasional and does not create any contractual or other right to receive future
grants of options, or benefits in lieu of options, even if options have been
granted repeatedly in the past; (3) all decisions with respect to future option
grants, if any, will be at the sole discretion of the Company; (4) Optionee’s
participation in the Plan shall not create a right to further employment with
the Employer and shall not interfere with the ability of the Employer to
terminate Optionee’s employment relationship at any time with or without cause;
(5) Optionee is voluntarily participating in the Plan; (6) the Option is an
extraordinary item that does not constitute compensation of any kind for
services of any kind rendered to the Company or the Employer, and which is
outside the scope of Optionee’s employment contract, if any; (7) the
Option is not part of normal or expected compensation or salary for any
purposes, including, but not limited to, calculating any severance, resignation,
termination, redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments and in no event should be
considered as compensation for, or relating in any way to, past services for the
Company or the Employer; (8) in the event that Optionee is not an employee of
the Company, the Option grant will not be interpreted to form an employment
contract or relationship with the Company; and furthermore, the Option grant
will not be interpreted to form an employment contract with the Employer or any
subsidiary or affiliate of the Company; (9) the future value of the underlying
Shares is unknown and cannot be predicted with certainty; (10) if the underlying
Shares do not increase in value, the Option will have no value; (11) if Optionee
exercises the Option and obtains Shares, the value of those Shares acquired upon
exercise may increase or decrease in value, even below the Exercise Price; (12)
in consideration of the grant of the Option, no claim or entitlement to
compensation or damages shall arise from termination of the Option or diminution
in value of the Option or Shares purchased through exercise of the Option
resulting from termination of Optionee’s employment by the Company or the
Employer (for any reason whatsoever and whether or not in breach of local labor
laws) and Optionee irrevocably releases the Company and the Employer from any
such claim that may arise; if, notwithstanding the foregoing, any such claim is
found by a court of competent jurisdiction to have arisen, then, by signing this
Option Agreement, Optionee shall be deemed irrevocably to have waived his or her
entitlement to pursue such claim; and (13) in the event of termination of
Optionee’s employment (whether or not in breach of local labor laws), Optionee’s
right to receive the Option and vest in the Option under the Plan, if any, will
terminate effective as of the date that Optionee is no longer actively employed
and will not be extended by any notice period mandated under local law (e.g., active employment would
not include a period of “garden leave” or similar period pursuant to local law);
furthermore, in the event of termination of employment (whether or not in breach
of local labor laws), Optionee’s right to exercise the Option after termination
of employment, if any, will be measured by the date of termination of Optionee’s
active employment and will not be extended by any notice period mandated under
local law; the Committee shall have the exclusive discretion to determine when
Optionee is no longer actively employed for purposes of the Option
grant.
(h) Data
Privacy. Optionee hereby
explicitly and unambiguously consents to the collection, use and transfer, in
electronic or other form, of Optionee’s personal data as described in this
document by and among, as applicable, the Employer, and the Company and its
subsidiaries and affiliates for the exclusive purpose of implementing,
administering and managing Optionee’s participation in the
Plan.
Optionee
understands that the Company and the Employer may hold certain personal
information about him or her, including, but not limited to, Optionee’s name,
home address and telephone number, date of birth, social insurance number or
other identification number, salary, nationality, job title, any shares of stock
or directorships held in the Company, details of all options or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or
outstanding in Optionee’s favor, for the purpose of implementing, administering
and managing the Plan (“Data”). Optionee understands that Data may be
transferred to any third parties assisting in the implementation, administration
and management of the Plan, that these recipients may be located in Optionee’s
country or elsewhere, and that the recipients’ country (e.g., the United States)
may have different data privacy laws and protections than Optionee’s
country. Optionee understands that he or she may request a list with
the names and addresses of any potential recipients of the Data by contacting
his or hers local human resources representative. Optionee authorizes
the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the sole purpose of implementing, administering
and managing Optionee’s participation in the Plan, including any requisite
transfer of such Data as may be required to a broker or other third party with
whom Optionee may elect to deposit any Shares acquired upon exercise of the
Option. Optionee understands that Data will be held only as long as
is necessary to implement, administer and manage Optionee’s participation in the
Plan. Optionee understands that he or she may, at any time, view
Data, request additional information about the storage and processing of Data,
require any necessary amendments to Data or refuse or withdraw the consents
herein, in any case without cost, by contacting in writing Optionee’s local
human resources representative. Optionee understands, however, that
refusing or withdrawing his or her consent may affect his or her ability to
participate in the Plan. For more information on the consequences of
Optionee’s refusal to consent or withdrawal of consent, Optionee understands
that he or she may contact his or her local human resources
representative.
Page 4 of
5
(i) Governing
Law. The Option grant and the provisions of this Option
Agreement are governed by, and subject to, the laws of the State of California,
as provided in the Plan. For purposes of litigating any dispute that
arises directly or indirectly from the relationship of the parties evidenced by
this grant or the Option Agreement, the parties hereby submit to and consent to
the exclusive jurisdiction of the State of California and agree that such
litigation shall be conducted only in the courts of Santa Xxxxx County,
California, or the federal courts for the United States for the Northern
District of California, and no other courts, where this grant is made and/or to
be performed.
(j) Language. If
Optionee has received this Option Agreement or any other document related to the
Plan translated into a language other than English and if the translated version
is different than the English version, the English version will
control.
(k) Electronic
Delivery. The Company may, in its sole discretion, decide to
deliver any documents related to the Option granted under and participation in
the Plan or future options that may be granted under the Plan by electronic
means or to request Optionee’s consent to participate in the Plan by electronic
means. Optionee hereby consents to receive such documents by
electronic delivery and, if requested, to agree to participate in the Plan
through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company.
(l) Severability. The
provisions of this Option Agreement are severable and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or
in part, the remaining provisions shall nevertheless be binding and
enforceable.
By your
signature and the signature of the Company's representative below, you and the
Company agree that this 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:
|
OPTIONEE:
|
SIGMA
DESIGNS, INC.
|
|
Signature: __________________________
|
By: ________________________________
|
|
Print
Name:__________________________
|
Title:
Chairman and CEO
|
|
Date: __________________________
|
Date:________________________________
|
Address: __________________________
__________________________
__________________________
Page 5 of
5
