EXHIBIT 10.2
STOCK OPTION AGREEMENT
All capitalized terms not otherwise defined herein shall, unless the
context otherwise requires, have the meaning ascribed to them in Appendix 1 to
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this Option Agreement.
I. NOTICE OF STOCK OPTION GRANT
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Xxxx Xxxxxx
0 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
You have been granted an option to purchase Common Stock of the
Company, subject to the terms and conditions of this Option Agreement, as
follows:
Grant Number:
Date of Grant: November 15, 2001
Vesting Commencement Date: November 15, 2001
Exercise Price per Share: $8.00
Total Number of Shares Granted: 150,000
Total Exercise Price: $1,200,000
Type of Option: NSO
Term/Expiration Date: November 15, 2011
Vesting Schedule:
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This Option may be exercised, in whole or in part, in accordance with
the following schedule:
1/36/th/ of the Shares subject to the Option shall vest each month
following the Vesting Commencement Date, subject to Optionee continuing to be a
Service Provider on such dates.
Termination Period:
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This Option may be exercised for three (3) months after Optionee ceases
to be a Service Provider. Upon the death or Disability of Optionee, this Option
may be exercised for one (1) year after Optionee ceases to be a Service
Provider. In no event shall this Option be exercised later than the
Term/Expiration Date as provided above.
II. AGREEMENT
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1. Grant of Option. The Administrator hereby grants Optionee an Option
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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 this Option Agreement.
2. Exercise of Option.
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(a) Right to Exercise. This Option is exercisable during its term
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in accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of this Option Agreement. Unless the Administrator
provides otherwise, vesting of the Option shall be tolled during any unpaid
leave of absence. The Option may not be exercised for a fraction of a share.
Shares issued upon exercise of the Option shall be issued in the
name of Optionee or, if requested by Optionee, in the name of Optionee and his
spouse. Until the Shares are issued (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company),
no right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option. The Company shall issue (or cause to be issued) such Shares promptly
after the Option is exercised. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Shares are
issued, except as provided in Appendix 3 to this Option Agreement.
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Exercising the Option in any manner shall decrease the number of
Shares thereafter available for sale under the Option by the number of Shares as
to which the Option is exercised.
(b) Method of Exercise. This Option is exercisable by delivery of
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an exercise notice, in the form attached as Exhibit A (the "Exercise Notice"),
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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 this Option Agreement. The Exercise Notice shall
be completed by Optionee and delivered to the Administrator of the Company. The
Exercise Notice shall be accompanied by payment of the aggregate Exercise Price
as to all Exercised Shares. The Option shall be deemed to be exercised upon
receipt by the Company of such fully executed Exercise Notice accompanied by
such aggregate Exercise Price.
(c) Method of Payment. Payment of the aggregate Exercise Price
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shall be by any of the following, or a combination thereof, at the election of
Optionee:
(i) cash; or
(ii) check; or
(iii) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with this Option
Agreement; or
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(iv) surrender of other Shares which (i) in the case of Shares
acquired upon exercise of an option, have been owned by Optionee for more than
six (6) months on the date of surrender, and (ii) have a Fair Market Value on
the date of surrender equal to the aggregate Exercise Price of the Exercised
Shares.
(d) Termination of Relationship as a Service Provider. If Optionee
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ceases to be a Service Provider, other than upon Optionee's death or Disability,
Optionee may exercise his Option within such period of time as is specified in
the Notice of Grant to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant). If, on the date of termination,
Optionee is not vested as to his entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Company. If, after
termination, Optionee does not exercise his Option within the time specified by
the Administrator, the Option shall terminate, and the Shares covered by such
Option shall revert to the Company.
(e) Disability of Optionee. If Optionee ceases to be a Service
----------------------
Provider as a result of Optionee's Disability, Optionee may exercise his Option
within such period of time as is specified in the Notice of Grant to the extent
the Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Notice of Grant). If,
on the date of termination, Optionee is not vested as to his entire Option, the
Shares covered by the unvested portion of Option shall revert to the Company.
If, after termination, Optionee does not exercise his Option within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Company.
(f) Death of Optionee. If Optionee dies while a Service Provider, the
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Option may be exercised within such period of time as is specified in the Notice
of Grant (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant), by Optionee's estate or by a person who
acquires the right to exercise the Option by bequest or inheritance, but only to
the extent that the Option is vested on the date of death. If, at the time of
death, Optionee is not vested as to his entire Option, the Shares covered by the
unvested portion of the Option shall immediately revert to the Company. The
Option may be exercised by the executor or administrator of Optionee's estate
or, if none, by the person(s) entitled to exercise the Option under Optionee's
will or the laws of descent or distribution. If the Option is not so exercised
within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Company.
(g) Buyout Provisions. The Administrator may at any time offer to buy
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out the Option for a payment in cash or Shares based on such terms and
conditions as the Administrator shall establish and communicate to Optionee at
the time that such offer is made.
3. Stock Subject to the Option Agreement. If the Option expires or
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becomes unexercisable without having been exercised in full, or is surrendered
pursuant to an Option Exchange Program, the unpurchased Shares which were
subject thereto shall become available for future grant or sale by the Company;
provided, however, that Shares that have actually been issued under the Option
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Agreement, upon exercise of the Option, shall not become available for future
distribution by the Company.
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4. Limitations.
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(a) The Fair Market Value of the Shares shall be determined as of the
time the Option with respect to such Shares is granted.
(b) Neither the Option Agreement nor the Option shall confer upon
Optionee any right with respect to continuing Optionee's relationship as a
Service Provider with the Company, nor shall they interfere in any way with
Optionee's right or the Company's right to terminate such relationship at any
time, with or without cause.
5. Non-Transferability of Option. This Option may not be transferred in
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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 Optionee. The terms
of this Option Agreement shall be binding upon the executors, administrators,
heirs, successors and assigns of Optionee.
6. Term of Option. This Option may be exercised only within the term set
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out in the Notice of Grant, and may be exercised during such term only in
accordance with the terms of this Option Agreement.
7. Tax Consequences. Some of the federal tax consequences relating to this
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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.
OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING
OF THE SHARES SUBJECT TO THE OPTION.
(a) Exercising the Option. Optionee may incur regular federal income
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tax liability upon exercise of a NSO. Optionee will be treated as having
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 Optionee is an Employee or a former
Employee, the Company will be required to withhold from his compensation or
collect from Optionee and pay to the applicable taxing authorities an amount in
cash equal to a percentage of this compensation income at the time of exercise,
and may refuse to honor the exercise and refuse to deliver Shares if such
withholding amounts are not delivered at the time of exercise.
(b) Disposition of Shares. If Optionee holds NSO Shares for at least
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one year, any gain realized on disposition of the Shares will be treated as
long-term capital gain for federal income tax purposes.
8. Amendment and Termination of the Option Agreement.
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(a) Effect of Amendment or Termination. No amendment, alteration,
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suspension or termination of the Option Agreement shall impair the rights of
Optionee, unless mutually agreed otherwise between the Administrator and
Optionee, which agreement must be in writing and signed by the Company and
Optionee.
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9. Conditions Upon Issuance of Shares.
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(a) Legal Compliance. Shares shall not be issued pursuant to the
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exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with Applicable Laws, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.
Assuming such compliance, for income tax purposes the Exercised Shares
shall be considered transferred to Optionee on the date the Option is exercised
with respect to such Exercised Shares.
(b) Investment Representations. As a condition to the exercise of an
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Option, the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.
10. Inability to Obtain Authority. The inability of the Company to obtain
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authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares under this Option Agreement, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.
11. Reservation of Shares. The Company, during the term of this Option
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Agreement, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of this Option Agreement.
12. Entire Agreement; Governing Law. This Option Agreement constitutes the
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entire agreement of the parties with respect to the subject matter hereof and
supersedes in its entirety all prior undertakings and agreements of the Company
and Optionee with respect to the subject matter hereof, and may not be modified
adversely to Optionee's interest except by means of a writing signed by the
Company and Optionee. This agreement is governed by the internal substantive
laws, but not the choice of law rules, of Delaware.
13. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES
---------------------------------
THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES
HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A
SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL
NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE
OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.
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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 this Option Agreement. Optionee has reviewed this Option
Agreement in its entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Option Agreement and fully understands all
provisions of this Option Agreement. Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to this Option Agreement. Optionee
further agrees to notify the Company upon any change in the residence address
indicated below.
OPTIONEE: PC-TEL, INC.
__________________________________ _______________________________________
Signature By
__________________________________ _______________________________________
Print Name Title
__________________________________
Residence Address
__________________________________
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CONSENT OF SPOUSE
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The undersigned spouse of Optionee has read and hereby approves the terms
and conditions of this Option Agreement. In consideration of the Company's
granting his spouse the right to purchase Shares as set forth in this Option
Agreement, the undersigned hereby agrees to be irrevocably bound by the terms
and conditions of this Option Agreement and further agrees that any community
property interest shall be similarly bound. The undersigned hereby appoints the
undersigned's spouse as attorney-in-fact for the undersigned with respect to any
amendment or exercise of rights under this Option Agreement.
__________________________________
Spouse of Optionee
Appendix 1
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Definitions
As used in the Option Agreement, the following definitions shall apply:
(a) "Administrator" means the Board or any of its Committees as
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shall be administering the Option Agreement, in accordance with the terms set
forth in Appendix 2 to the Option Agreement.
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(b) "Applicable Laws" means the requirements relating to the
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administration of stock option plans under U. S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where, the Option is or will be, granted
under the Option Agreement.
(c) "Board" means the Board of Directors of the Company.
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(d) "Code" means the Internal Revenue Code of 1986, as amended.
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(e) "Committee" means a committee of Directors appointed by the
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Board in accordance with the terms set forth in Appendix 2 to the Option
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Agreement.
(f) "Common Stock" means the common stock of the Company.
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(g) "Company" means PC-Tel, Inc., a Delaware corporation.
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(h) "Consultant" means any person, including an advisor, engaged by
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the Company or a Parent or Subsidiary to render services to such entity.
(i) "Director" means a member of the Board.
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(j) "Disability" means total and permanent disability as defined in
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Section 22(e)(3) of the Code.
(k) "Employee" means any person, including Officers and Directors,
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employed by the Company or any Parent or Subsidiary of the Company. A Service
Provider shall not cease to be an Employee in the case of (i) any leave of
absence approved by the Company, or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
Neither service as a Director nor payment of a director's fee by the Company
shall be sufficient to constitute "employment" by the Company.
(l) "Exchange Act" means the Securities Exchange Act of 1934, as
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amended.
(m) "Fair Market Value" means, as of any date, the value of Common
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Stock determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Gnostic SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
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reliable;
(ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable; or
(iii) In the absence of an established market for the Common Stock,
the Fair Market Value shall be determined in good faith by the Administrator.
(iv) In the case of a Nonstatutory Stock Option intended to qualify
as "performance-based compensation" within the meaning of Section 162(m) of the
Code, the per Share exercise price shall be no less than 100% of the Fair Market
Value per Share on the date of grant.
(n) "NSO" means a nonstatutory stock option not intended to qualify as
---
an incentive stock option.
(o) "Notice of Grant" means the written or electronic notice evidencing
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certain terms and conditions of the Option grant, attached as Part I of the
Option Agreement. The Notice of Grant is part of the Option Agreement.
(p) "Officer" means the person who is an officer of the Company within
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the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
(q) "Option" means the stock option granted pursuant to the Option
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Agreement.
(r) "Option Agreement" means the agreement between the Company and
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Optionee evidencing the terms and conditions of the Option grant.
(s) "Option Exchange Program" means a program whereby an outstanding
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Option is surrendered in exchange for an Option with a lower exercise price.
(t) "Optioned Stock" means the Common Stock subject to the Option.
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(u) "Optionee" means the holder of the outstanding Option granted under
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the Option Agreement and named in the Notice of Grant.
(v) "Parent" means a "parent corporation," whether now or hereafter
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existing, as defined in Section 424(e) of the Code.
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(w) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor
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to Rule 16b-3, as in effect when discretion is being exercised with respect to
the Option Agreement.
(x) "Section 16(b)" means Section 16(b) of the Exchange Act.
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(y) "Service Provider" means an Employee, Director or Consultant.
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(z) "Share" means a share of the Common Stock, as adjusted in
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accordance with the terms set forth in Appendix 3 to the Option Agreement.
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(aa) "Subsidiary" means a "subsidiary corporation", whether now or
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hereafter existing, as defined in Section 424(f) of the Code.
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Appendix 2
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Administration of the Plan
(a) Procedure.
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(i) Section 162(m). To the extent that the Administrator determines
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it to be desirable to qualify Options granted under the Option Agreement as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the Option Agreement shall be administered by a Committee of two or more
"outside directors" within the meaning of Section 162(m) of the Code.
(ii) Rule 16b-3. To the extent desirable to qualify transactions
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under the Option Agreement as exempt under Rule 16b-3, the transactions
contemplated hereunder shall be structured to satisfy the requirements for
exemption under Rule 16b-3.
(iii) Administration. Other than as provided above, the Option
Agreement shall be administered by the Board or a Committee, which committee
shall be constituted to satisfy Applicable Laws.
(b) Powers of the Administrator. Subject to the provisions of the Option
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Agreement, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator shall have the
authority, in its discretion:
(i) to determine the Fair Market Value;
(ii) to select the Service Provider to whom the Option may be granted
hereunder;
(iii) to determine the number of shares of Common Stock to be covered
by the Option granted hereunder;
(iv) to approve forms of agreement for use under the Option
Agreement;
(v) to determine the terms and conditions, not inconsistent with the
terms of the Option Agreement, of any Option granted hereunder. Such terms and
conditions include, but are not limited to, the Exercise Price, the date of
grant, the time or times when the Option may be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding the Option or the
shares of Common Stock relating thereto, based in each case on such factors as
the Administrator, in its sole discretion, shall determine;
(vi) to reduce the exercise price of the Option to the then current
Fair Market Value if the Fair Market Value of the Common Stock covered by such
Option shall have declined since the date the Option was granted;
(vii) to institute an Option Exchange Program;
(viii) to construe and interpret the terms of the Option granted
pursuant to the Option Agreement;
(ix) to prescribe, amend and rescind rules and regulations relating
to the Option Agreement;
(x) to modify or amend the Option (subject to the terms of the
Option Agreement), including the discretionary authority to extend the
post-termination exercisability period of the Option longer than is otherwise
provided for in the Option Agreement;
(xi) to allow Optionee to satisfy withholding tax obligations by
electing to have the Company withhold from the Shares to be issued upon exercise
of the Option that number of Shares having a Fair Market Value equal to the
amount required to be withheld. The Fair Market Value of the Shares to be
withheld shall be determined on the date that the amount of tax to be withheld
is to be determined. An election by Optionee to have Shares withheld for this
purpose shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable;
(xii) to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Option previously granted by the
Administrator;
(xiii) to make all other determinations deemed necessary or advisable
for administering the Option Agreement.
(c) Effect of Administrator's Decision. The Administrator's decisions,
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determinations and interpretations shall be final and binding on Optionee.
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Appendix 3
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Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale
(a) Changes in Capitalization. Subject to any required action by the
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shareholders of the Company, the number of shares of Common Stock covered by an
outstanding Option, as well as the price per share of Common Stock covered by
such outstanding Option, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
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shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to the Option.
(b) Dissolution or Liquidation. In the event of the proposed dissolution or
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liquidation of the Company, the Administrator shall notify Optionee as soon as
practicable prior to the effective date of such proposed transaction. The
Administrator in its discretion may provide for Optionee to have the right to
exercise his Option until ten (10) days prior to such transaction as to all of
the Optioned Stock covered thereby, including Shares as to which the Option
would not otherwise be exercisable. In addition, the Administrator may provide
that any Company repurchase option applicable to any Shares purchased upon
exercise of the Option shall lapse as to all such Shares, provided the proposed
dissolution or liquidation takes place at the time and in the manner
contemplated. To the extent it has not been previously exercised, the Option
will terminate immediately prior to the consummation of such proposed action.
(c) Merger or Asset Sale. In the event of a merger of the Company with or
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into another corporation, or the sale of substantially all of the assets of the
Company, an outstanding Option shall be assumed or an equivalent option or right
substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the Option, Optionee shall fully vest in and have the
right to exercise the Option as to all of the Optioned Stock, including Shares
as to which it would not otherwise be vested or exercisable. If an Option
becomes fully vested and exercisable in lieu of assumption or substitution in
the event of a merger or sale of assets, the Administrator shall notify Optionee
in writing or electronically that the Option shall be fully vested and
exercisable for a period of fifteen (15) days from the date of such notice, and
the Option shall terminate upon the expiration of such period. For the purposes
of this paragraph, the Option shall be considered assumed if, following the
merger or sale of assets, the option or right confers the right to purchase or
receive, for each Share of Optioned Stock subject to the Option immediately
prior to the merger or sale of assets, the consideration (whether stock, cash,
or other securities or property) received in the merger or sale of assets by
holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the
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merger or sale of assets is not solely common stock of the successor corporation
or its Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of
the Option or Stock Purchase Right, for each Share of Optioned Stock subject to
the Option or Stock Purchase Right, to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.
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EXHIBIT A
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EXERCISE NOTICE
PC-Tel, Inc.
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Chief Financial Officer
1. Exercise of Option. Effective as of today, ________________, 20__, the
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undersigned ("Purchaser") hereby elects to purchase ______________ shares (the
"Shares") of the Common Stock of PC-Tel, Inc. (the "Company") under and pursuant
to the Company's Stock Option Agreement between the Company and Purchaser, dated
November 15, 2001 (the "Option Agreement"). The purchase price for the Shares
shall be $ __________, as required by the Option Agreement.
2. Delivery of Payment. Purchaser herewith delivers to the Company the full
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purchase price for the Shares.
3. Representations of Purchaser. Purchaser acknowledges that Purchaser has
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received, read and understood the Option Agreement and agrees to abide by and be
bound by its terms and conditions.
4. Rights as Shareholder. Until the issuance (as evidenced by the
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appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Shares so acquired shall
be issued to Optionee as soon as practicable after exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date of issuance, except as provided in Appendix 3 to the Option
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Agreement.
5. Tax Consultation. Purchaser understands that Purchaser may suffer
----------------
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.
6. Entire Agreement; Governing Law. The Option Agreement is incorporated
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herein by reference. This Agreement and the Option Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company
and Purchaser with respect to the subject matter hereof, and may not be modified
adversely to the Purchaser's interest except by means of a writing signed by the
Company and Purchaser. This agreement is governed by the internal substantive
laws, but not the choice of law rules, of Delaware.
Submitted by: Accepted by:
PURCHASER: PC-TEL, INC.
___________________________________ ____________________________________
Signature By
___________________________________ ____________________________________
Print Name Its
Address: Address:
------- -------
___________________________________ 0000 Xxxxxxxxxx Xxxxxx
___________________________________ Xxxxxxxx, XX 00000
____________________________________
Date Received
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