Exhibit 10.1
XXXX, INC.
OPTION AGREEMENT
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Notice is hereby given of the following option grant (the "Option") to
purchase shares of Common Stock of Xxxx, Inc. (the "Company") to the undersigned
individual. Capitalized terms used but not otherwise defined herein shall have
the same meanings given them in the Xxxx, Inc. 2002 Stock Option Plan (the
"Plan"). The terms of the Option are as follows:
Optionee:
Option Grant Date:
Vesting Commencement Date:
Exercise Price: $( )
Number of Option Shares:
Option Expiration Date:
Type of Option:
Vesting Schedule:
Option Subject to Plan. The Optionee acknowledges and agrees that this
Option is subject to the terms and conditions of the Plan, which are
incorporated herein by reference. The Optionee hereby acknowledges that he or
she has previously been provided with a copy of the Plan.
Exercise of Option. This Option shall be exercisable in one or more
installments in accordance with the Vesting Schedule set forth above and the
Plan. This Option must be exercised by signing and delivering to the Company an
Option Exercise Form, a copy of which may be obtained from the Company.
TRANSFER RESTRICTIONS. THE OPTIONEE HEREBY ACKNOWLEDGES AND AGREES THAT
THIS OPTION IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SPECIFIED IN THE PLAN.
Additional Terms Applicable to an Incentive Option. If this Option is
designated as an Incentive Option above, the following terms and conditions
shall apply:
(a) During the lifetime of the Optionee, this Option shall be
exercisable only by the Optionee and shall not be assignable or transferable
other than by will or by the laws of descent and distribution following the
Optionee's death.
(b) This Option shall cease to qualify for favorable tax treatment as
an Incentive Option if (and to the extent) this Option is exercised for one or
more Option Shares more than three months after the date the Optionee ceases to
be an Employee for any reason other than death or Permanent Disability or more
than twelve (12) months after the date the Optionee ceases to be an Employee by
reason of death or Permanent Disability.
(c) No installment under this Option shall qualify for favorable tax
treatment as an Incentive Option if (and to the extent) the aggregate Fair
Market Value (determined as of the date of grant) of the Common Stock for which
such installment first becomes exercisable hereunder would, when added to the
aggregate value (determined as of the respective dates of grant) of any earlier
installments of the Common Stock and any other securities for which this Option
or any other Incentive Options granted to the Optionee prior to the date of
grant (whether under the Plan or any other plan of the Company or any Parent or
Subsidiary) first become exercisable during the same calendar year, exceed One
Hundred Thousand Dollars ($100,000) in the aggregate. Should such One Hundred
Thousand Dollar ($100,000) limitation be exceeded in any calendar year, this
Option shall nevertheless become exercisable for the excess shares in such
calendar year as a Non-Qualified Option.
(d) Should the exercisability of this Option be accelerated, then this
Option shall qualify for favorable tax treatment as an Incentive Option only to
the extent the aggregate Fair Market Value (determined as of the date of grant)
of the Common Stock for which this Option first becomes exercisable in the
calendar year in which the acceleration occurs does not, when added to the
aggregate value (determined as of the respective dates of grant) of the Common
Stock or other securities for which this Option or one or more other Incentive
Options granted to the Optionee prior to the date of grant (whether under the
Plan or any other Option plan of the Company or any Parent or Subsidiary) first
become exercisable during the same calendar year, exceed One Hundred Thousand
Dollars ($100,000) in the aggregate. Should the applicable One Hundred Thousand
Dollar ($100,000) limitation be exceeded in the calendar year of such
acceleration, the Option may nevertheless be exercised for the excess shares in
such calendar year as a Non-Qualified Option.
(e) Should the Optionee hold, in addition to this Option, one or more
other Options to purchase Common Stock which become exercisable for the first
time in the same calendar year as this Option, then the foregoing limitations on
the exercisability of such Options as Incentive Options shall be applied on the
basis of the order in which such Options are granted.
No Employment or Service Contract. Nothing in this Notice or in the
Plan shall confer upon the Optionee any right to continue in Service for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Company (or any Parent or Subsidiary employing or retaining
the Optionee) or of the Optionee to terminate the Optionee's Service at any time
for any reason, with or without cause.
DATED:
XXXX, INC.
By:
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OPTIONEE
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