EXHIBIT 99.3
SUNRISE TELECOM INCORPORATED
2000 STOCK PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
Sunrise Telecom Incorporated, a Delaware corporation (the "Company"),
hereby grants an Option to purchase shares of its common stock (the "Shares") to
the Optionee named below. The terms and conditions of the Option are set forth
in this cover sheet, in the attachment and in the Company's 2000 Stock Plan (the
"Plan").
Date of Option Grant: __________________, 2000
Name of Optionee: _________________________________________________
Optionee's Social Security Number: _____-____-_____
Number of Shares Covered by Option: ______________
Exercise Price per Share: $_____.___
Vesting Start Date: _____________, 2000
Vesting Schedule:
Subject to all the terms of the attached Agreement, your right to purchase
Shares under this Option vests as to [one-fourth (1/4)] of the total number of
Shares covered by this Option, as shown above, on the one-year anniversary of
the Vesting Start Date. Thereafter, the number of Shares which you may purchase
under this Option shall vest at the rate of [one-forty-eighth (1/48)] per month
on the 1st day of each of the [thirty-six (36) months] following the month of
the one-year anniversary of the Vesting Start Date. [OR SUBSTITUTE A DIFFERENT
VESTING SCHEDULE] The resulting aggregate number of vested Shares will be
rounded to the nearest whole number. No additional Shares will vest after your
Service has terminated for any reason.
By signing this cover sheet, you agree to all of the terms and conditions
described in the attached Agreement and in the Plan, a copy of which is also
enclosed.
Optionee:________________________________________
(Signature)
Company:_________________________________________
(Signature)
Title:_________________________________
Attachment
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SUNRISE TELECOM INCORPORATED
2000 STOCK PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
The Plan and The text of the Plan is incorporated in this Agreement by
Other Agreements reference. Certain capitalized terms used in this Agreement
are defined in the Plan.
This Agreement and the Plan constitute the entire
understanding between you and the Company regarding this
Option. Any prior agreements, commitments or negotiations
concerning this Option are superseded.
Nonstatutory Stock Option This Option is not intended to be an Incentive Stock Option
under section 422 of the Internal Revenue Code and will be
interpreted accordingly.
Vesting This Option is only exercisable before it expires and then
only with respect to the vested portion of the Option. This
Option will vest according to the Vesting Schedule on the
attached cover sheet.
Term Your Option will expire in any event at the close of business
at Company headquarters on the day before the 10th anniversary
of the Date of Option Grant, as shown on the cover sheet.
Your Option will expire earlier if your Service terminates, as
described below.
Regular Termination If your Service terminates for any reason, other than death,
Disability or Cause, as defined below, then your Option will
expire at the close of business at Company headquarters on the
90th day after your termination date.
Termination for If your Service is terminated for Cause, as determined by the
Cause Board in its sole discretion, then you shall immediately
forfeit all rights to your Option and the Option shall
immediately expire. For purposes of this Agreement, "Cause"
shall mean the termination of your Service due to your
commission of any act of fraud, embezzlement or dishonesty;
any unauthorized use or disclosure of confidential information
or trade secrets of the Company (or any Parent, Subsidiary or
Affiliate); or any other intentional misconduct adversely
affecting the business or affairs of the Company (or any
Parent, Subsidiary or Affiliate) in a material manner. This
definition shall not restrict in any way the Company's or any
Parent's, Subsidiary's or Affiliate's right to discharge you
for any other reason, nor shall this
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definition be deemed to be inclusive of all the acts or omissions
which constitute "cause" for purposes other than this Agreement.
Death If your Service terminates because of your death, then your
Option will expire at the close of business at Company
headquarters on the date twelve (12) months after the date of
death. During that twelve (12) month period, your estate or
heirs may exercise the vested portion of your Option.
Disability If your Service terminates because of your Disability, then
your Option will expire at the close of business at Company
headquarters on the date twelve (12) months after your
termination date.
Leaves of Absence For purposes of this Option, your Service does not terminate
when you go on a bona fide leave of absence that was approved
by the Company in writing, if the terms of the leave provide
for continued Service crediting, or when continued Service
crediting is required by applicable law. Your Service
terminates in any event when the approved leave ends unless
you immediately return to active work.
The Company determines which leaves count for this purpose,
and when your Service terminates for all purposes under the
Plan.
Notice of Exercise When you wish to exercise this Option, you must notify the
Company by filing the proper "Notice of Exercise" form at the
address given on the form. Your notice must specify how many
Shares you wish to purchase. Your notice must also specify
how your Shares should be registered (in your name only or in
your and your spouse's names as community property or as joint
tenants with right of survivorship). The notice will be
effective when it is received by the Company.
If someone else wants to exercise this Option after your
death, that person must prove to the Company's satisfaction
that he or she is entitled to do so.
Form of Payment When you submit your notice of exercise, you must include
payment of the Exercise Price for the Shares you are
purchasing. Payment may be made in one (or a combination) of
the following forms:
. Cash, your personal check, a cashier's check or a money order.
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. Shares which have already been owned by you for more than six
months and which are surrendered to the Company. The value of
the Shares, determined as of the effective date of the Option
exercise, will be applied to the Exercise Price.
. Payment may be made all or in part with a full recourse
promissory note executed by you. The interest rate and other
terms and conditions of such note shall be determined by the
Company. The Company may require that you pledge your Shares
to the Company for the purpose of securing the payment of such
note.
. By delivery (on a form prescribed by the Company) of an
irrevocable direction to a securities broker to sell Shares
and to deliver all or part of the sale proceeds to the Company
in payment of the aggregate exercise price.
Withholding Taxes You will not be allowed to exercise this Option unless you
make acceptable arrangements to pay any withholding or other
taxes that may be due as a result of the Option exercise or
sale of Shares acquired under this Option.
Restrictions on Exercise and By signing this Agreement, you agree not to exercise this
Resale Option or sell any Shares acquired under this Option at a time
when applicable laws, regulations or Company or underwriter
trading policies prohibit exercise, sale or issuance of
Shares. The Company will not permit you to exercise this
Option if the issuance of Shares at that time would violate
any law or regulation.
Transfer of Option Prior to your death, only you may exercise this Option. You
cannot transfer or assign this Option. For instance, you may
not sell this Option or use it as security for a loan. If you
attempt to do any of these things, this Option will
immediately become invalid. You may, however, dispose of this
Option in your will. Regardless of any marital property
settlement agreement, the Company is not obligated to honor a
notice of exercise from your spouse, nor is the Company
obligated to recognize your spouse's interest in your Option
in any other way.
Retention Rights Your Option or this Agreement does not give you the right to
be retained by the Company (or any Parent or any Subsidiaries
or Affiliates) in any capacity. The Company (or any Parent
and any Subsidiaries or Affiliates) reserves the right to
terminate your Service at any time and for any reason.
Stockholder Rights You, or your estate or heirs, have no rights as a stockholder
of
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the Company until a certificate for your Option's Shares
has been issued. No adjustments are made for dividends or
other rights if the applicable record date occurs before your
stock certificate is issued, except as described in the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar
change in the Company stock, the number of Shares covered by
this Option and the exercise price per Share may be adjusted
(and rounded down to the nearest whole number) pursuant to the
Plan. Your Option shall be subject to the terms of the
agreement of merger, liquidation or reorganization in the
event the Company is subject to such corporate activity.
Applicable Law This Agreement will be interpreted and enforced under the laws
of the State of California.
By signing the cover sheet of this Agreement, you agree to all of the
terms and conditions described above and in the Plan.
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