POWER-ONE, INC.
ELIGIBLE DIRECTOR
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the first day of October, 1997, between
Power-One, Inc., a Delaware corporation (the "Corporation"), and
___________________ (the "Director").
W I T N E S S E T H
WHEREAS, the Corporation has adopted and the stockholders of the
Corporation have approved the Power-One, Inc. 1996 Stock Incentive Plan, as
amended (the "Plan").
WHEREAS, pursuant to Article 7 of the Plan, the Corporation has
granted an option (the "Option") to the Director upon the terms and
conditions evidenced hereby, as required by the Plan, which Option is not an
incentive stock option within the meaning of Section 422 of the Code.
NOW, THEREFORE, in consideration of the services rendered and to be
rendered by the Director, the Corporation and the Director agree to the terms
and conditions set forth herein as required by the terms of the Plan.
1. OPTION GRANT. This Agreement evidences the grant to the
Director, as of October 1, 1997 (the "Option Date"), of an Option to purchase
an aggregate of 60,000 shares of Common Stock, par value .001 per share,
under Section 7.2 of the Plan, subject to the terms and conditions and to
adjustment as set forth herein or in the Plan.
2. EXERCISE PRICE. The Option entitles the Director to purchase
(subject to the terms of Sections 3 through 5 below and to the extent
exercisable) all or any part of the Option shares at a price per share of
$14.00, which amount represents the Fair Market Value of the shares on the
Option Date.
3. OPTION EXERCISABILITY AND TERM. The Option shall first become
and remain exercisable as to 25% of the Option shares on the first
anniversary of the Option Date, and as to an additional 25% of the Option
shares on each of the next three anniversaries of that date, in each case
subject to adjustment, acceleration, and termination under Section 7.6 of the
Plan. The Option shall terminate
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September 30, 2007, unless earlier terminated in accordance with the terms of
the Plan.
4. SERVICE AND EFFECT OF TERMINATION OF SERVICE. The Director
agrees to serve as a director in accordance with the provisions of the
Corporation's Certificate of Incorporation, bylaws and applicable law. If
the Director's services as a member of the Board shall terminate, this Option
shall terminate at the times and to the extent set forth in Section 7.5 of
the Plan.
5. GENERAL TERMS. The Option and this Agreement are subject to,
and the Corporation and the Director agree to be bound by, the provisions of
the Plan that apply to the Option. Such provisions are incorporated herein
by this reference. The Director acknowledges receiving a copy of the Plan
and reading its applicable provisions. Capitalized terms not otherwise
defined herein shall have the meaning assigned to such terms in the Plan.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
POWER-ONE, INC.
(a Delaware corporation)
By
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Title
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Optionee Director
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(Signature)
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(Print Name)
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(Address)
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(City, State, Zip Code)
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CONSENT OF SPOUSE
In consideration of the execution of the foregoing Stock Option
Agreement by Power-One, Inc., I, ____________________________, the spouse of
the Director therein named, do hereby agree to be bound by all of the terms
and provisions thereof and of the Plan.
DATED: , 19 .
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(Signature of Spouse)
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