EXHIBIT 10.10
ENDWAVE CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
(2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN)
[NAME], Optionholder:
ENDWAVE CORPORATION (the "Company"), pursuant to its 2000 Non-Employee
Directors' Stock Option Plan (the "Plan") has on _______________, 20___ granted
to you, the optionholder named above, an option to purchase shares of the common
stock of the Company ("Common Stock"). This option is not intended to qualify
and will not be treated as an "incentive stock option" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's
Non-Employee Directors (as defined in the Plan).
The details of your option are as follows:
1. The total number of shares of Common Stock subject to this option is
____________________ (__________). Subject to the limitations contained herein,
this option shall be exercisable in accordance with the Plan.
2. The exercise price of this option is ____________________ ($__________)
per share, being the Fair Market Value (as defined in the Plan) of the Common
Stock on the date of grant of this option.
3. This option may be exercised, to the extent specified in the Plan, by
delivering a notice of exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other person
as the Company may designate, during regular business hours, together with such
additional documents as the Company may then require. This option may not be
exercised for any number of shares which would require the issuance of anything
other than whole shares.
4. By exercising this option you agree that the Company may require you to
enter an arrangement providing for the cash payment by you to the Company of any
tax withholding obligation of the Company arising by reason of the exercise of
this option or the lapse of any substantial risk of forfeiture to which the
shares are subject at the time of exercise.
5. Any notices provided for in this option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the address specified
below or at such other address as you hereafter designate by written notice to
the Company.
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6. This option is subject to all the provisions of the Plan, a copy of
which is attached hereto and its provisions are hereby made a part of this
option, including without limitation the provisions of Section 7 of the Plan
relating to option provisions, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the
provisions of this option and those of the Plan, the provisions of the Plan
shall control.
Dated the __________ day of ____, 20___.
Very truly yours,
ENDWAVE CORPORATION
By:
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Duly authorized on behalf
of the Board of Directors
ATTACHMENTS:
2000 Non-Employee Directors' Stock Option Plan
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The undersigned:
(A) Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan;
(B) Acknowledges that as of the date of grant of this option, it sets
forth the entire understanding between the undersigned optionholder and the
Company and its affiliates regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject with the
exception of (i) the options previously granted and delivered to the undersigned
under stock options plans of the Company, and (ii) the following agreements
only:
NONE
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(Initial)
OTHER
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OPTIONHOLDER
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Address
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