STOCK OPTION AMENDMENT AND CASH PAYMENT AGREEMENT
Exhibit
(a)(8)
STOCK
OPTION AMENDMENT
AND
CASH
PAYMENT AGREEMENT
THIS AGREEMENT made between
EMCORE Corporation (the “Company”)
and you (the “Optionee”)
shall be effective on the date of the Company’s acceptance of your intended
options for amendment pursuant to the Offer to Amend Eligible Options (the
“Offer”)
and will constitute a binding agreement between the Company and you upon the
terms and subject to the conditions of the Offer.
WHEREAS, the Company
previously granted to the Optionee the options identified on attached Schedule I (the
“Eligible
Options”) to purchase shares of the Company’s common stock under the
Company’s 2000 Incentive Stock Option Plan, as amended and
restated (the “Plan”).
WHEREAS, the Company and the
Optionee entered into a formal Stock Option Agreement (the “Option
Agreement”) evidencing each such Eligible Option.
WHEREAS, in order to avoid
adverse tax consequences under Section 409A of the Internal Revenue Code of
1986, as amended, the Optionee desires to amend each of the unexercised Eligible
Options to increase the exercise price per share to the higher exercise price
per share indicated on Schedule I.
WHEREAS, in order to
compensate the Optionee for the increased exercise price, the Company is willing
to make to the Optionee a special cash payment in a dollar amount equal to the
aggregate increase in the exercise prices for the Eligible Options listed on
Schedule I.
NOW THEREFORE, the parties
hereby agree as follows:
1. Increased
Exercise Price. The exercise
price per share set forth in the Option Agreement for each of the Eligible
Options listed on Schedule I is
hereby increased, with respect to the unexercised portion of that Eligible
Option, to the higher exercise price per share set forth for that Eligible
Option on Schedule I.
2. Cash
Payment.
2.1 Subject
to the terms of the Offer, the Company will make a special cash payment to the
Optionee with respect to each Eligible Option.
2.2 The
amount of the cash payment payable with respect to each Eligible Option that is
amended to increase the exercise price will be determined by multiplying (a) the
amount by which the adjusted exercise price exceeds the exercise price per share
currently in effect for that Eligible Option by (2) the number of shares of the
Company’s common stock purchasable under that Eligible Option at the adjusted
exercise price.
2.3 The cash
payment will be paid on the first regular payroll date after January 1,
2009.
2.4 The
payment, when made, will be subject to all applicable withholding taxes required
to be withheld by the Company.
3. Entire
Agreement. This Agreement,
together with the Option Agreements (to the extent not expressly amended hereby)
and the Plan, represents the entire agreement of the parties with respect to the
Eligible Options and the special cash payment and supersedes any and all
previous contracts, arrangements or understandings between the parties with
respect to such Eligible Options and the special cash payment. This
Agreement may be amended at any time only by means of a writing signed by the
Optionee and an authorized officer of the Company.
4. Continuation
of Option Agreements. Except for the
foregoing increases to the exercise prices per share for the unexercised portion
of the Eligible Options, no other terms or provisions of the Option Agreements
for such Eligible Options or the applicable Plan have been modified as a result
of this Agreement, and those terms and provisions shall continue in full force
and effect.
IN WITNESS WHEREOF, this
instrument is executed as of __________________, 2008.
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OPTIONEE
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EMCORE
CORPORATION
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Signature
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By
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Print
Name
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Title
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SCHEDULE
I
AMENDED
ELIGIBLE OPTION AND SPECIAL CASH PAYMENT
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Original
Grant Date
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Total
Number of Shares Underlying Options
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Exercise
Price Per Share Prior to Amendment
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Adjusted
Exercise Price Per Share Following Amendment
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Special
Cash Payment Subject to Terms of Offer
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$
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$
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$
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$
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$
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$
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