EXHIBIT 10.6
Option Agreement
under the
Ultra Clean Corporation
Stock Incentive Plan
Date of Grant: _____________
Name of Optionee: _____________
Number of Shares Subject to the Option: _____________
Exercise Price: $____per share
Ultra Clean Holdings, Inc., a Delaware corporation (the "COMPANY"),
hereby grants as of the date of grant set forth above (the "GRANT DATE") to the
above-named optionee ("OPTIONEE") an option (the "OPTION") to purchase from the
Company, for the price per share set forth above, the number of shares of common
stock of the Company ("SHARES") set forth above pursuant to the Ultra Clean
Holdings, Inc. Stock Incentive Plan (the "PLAN").
Capitalized terms not otherwise defined herein shall have the same
meanings as in the Plan. The terms and conditions of the Option granted hereby,
to the extent not controlled by the terms and conditions contained in the Plan,
are as follows:
1. Exercise Price. The price at which each Share subject to this
Option may be purchased shall be the price set forth above.
2. Number of Shares, Exercise. The number of Shares for which the
Option may be exercised are set forth above. To the extent the Option has become
vested or exercisable in accordance with Section 3 hereof, the Option may be
exercised at any time through the date of expiration of the Option, as set forth
in Section 4 hereof.
3. Vesting. The Option shall vest and become exercisable on the
following schedule:(1)
(a) The Option shall become vested and exercisable as to
25% of the Shares constituting the Option on the first anniversary of
the Grant Date, subject to Optionee's continued employment or service
with the Company on such date.
(b) Thereafter, the Option shall become vested and
exercisable at a rate of 1/48 of the Shares constituting the Option per
month, subject to Optionee's continued employment or service with the
Company on each such date.
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(1) This is the standard four-year vesting with one-year cliff. The
Board may decide on different vesting schedules for awards.
4. Term of Option. The term of the Option commences on the Grant
Date and expires upon the earliest of the following:
(i) immediately upon termination of Optionee's
employment or service with the Company and its Affiliates for
any reason, to the extent such Option is not yet vested or
does not become vested as a result of such termination;
(ii) three months after termination of Optionee's
employment or service with the Company and its Affiliates by
Participant or by the Company or any of its Affiliates (other
than as a result of death or Disability or termination by the
Company for Cause);
(iii) one year after Optionee's employment or
service with the Company and its Affiliates is terminated by
reason of Optionee's death or Disability;
(iv) immediately upon termination of Optionee's
employment or service with the Company and its Affiliates by
the Company or any of its Affiliates for Cause;
(v) the day before the tenth (10th) anniversary
of the Grant Date;
(vi) in the event of a Change of Control, to the
extent not continued or assumed in accordance with Section
10(a) of the Plan; or
(vii) in accordance with Section 10(b) of the
Plan.
5. Exercise.
(a) Manner of Exercise. During the term of the Option set
forth in Section 4 above, Optionee (or his representative, devisee or
heir, as applicable) may exercise any portion of this Option which has
become exercisable in accordance with the terms hereof as to all or any
of the Shares then available for purchase by delivering to the Company
written notice in the form specified by the Company. Payment shall be
(i) in cash, by certified or bank cashier check payable to the order of
the Company, free from all collection charges, (ii) in the discretion
of the Committee, in Shares (provided such shares shall have been held
by Optionee for at least six months unless the Committee determines in
its sole discretion that such six-month holding period is not necessary
to comply with any accounting, legal or regulatory requirement) having
a Fair Market Value on the date of exercise equal to the full amount of
the Exercise Price therefor, (iii) if approved by the Committee, in
accordance with a cashless exercise program; or (iv) in such other form
as may be permitted by the Committee. Only one stock certificate will
be issued unless Optionee otherwise requests in writing. Shares
purchased upon exercise of the Option will be issued in the name of
Optionee or
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Optionee's permitted transferee. Optionee shall not be entitled to any
rights as a stockholder of the Company in respect of any Shares covered
by this Option until such shares of Stock shall have been paid for in
full and issued to Optionee.
(b) Tax Withholding. By exercising the Option, Optionee
agrees that, as a condition to any exercise of the Option, the Company
may require Optionee to enter into an arrangement providing for the
payment by Optionee to the Company of any tax withholding obligation of
the Company arising by reason of (1) the exercise of the Option, (2)
the lapse of any substantial risk of forfeiture to which the Shares are
subject at the time of exercise, or (3) the disposition of Shares
acquired upon such exercise. At any time Optionee exercises the Option,
in whole or in part, or at any time as requested by the Company,
Optionee hereby authorizes withholding from payroll and any other
amounts payable to Optionee, any sums required to satisfy the federal,
state, local and foreign tax withholding obligations of the Company, if
any, which arise in connection with the Option.
(c) Lock-up Period. By exercising the Option, Optionee
agrees that the Company (or a representative of the underwriter(s))
may, in connection with any underwritten registration of the offering
of any securities of the Company under the Securities Act (including
the Company's Initial Public Offering), require that Optionee not sell,
dispose of, transfer, make any short sale of, grant any option for the
purchase of, or enter into any hedging or similar transaction with the
same economic effect as a sale, any Shares or other securities of the
Company held by Optionee, for a period of time specified by the
underwriter(s) (not to exceed one hundred eighty (180) days) following
the effective date of the registration statement of the Company filed
under the Securities Act. Optionee further agrees to execute and
deliver such other agreements as may be reasonably requested by the
Company and/or the underwriter(s) that are consistent with the
foregoing or that are necessary to give further effect thereto. In
order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to Optionee's Shares until the
end of such period. The underwriters of the Company's stock are
intended third party beneficiaries of this Subsection and shall have
the right, power and authority to enforce the provisions hereof as
though they were a party hereto.
6. Certificates. Certificates issued in respect of Shares
acquired upon exercise of the Option shall, unless the Committee otherwise
determines, be registered in the name of Optionee or Optionee's permitted
transferee. So long as Optionee is not bound by any transfer restrictions herein
or in the Plan, the Company shall deliver such certificates to Optionee or
Optionee's permitted transferee upon request. Such stock certificate shall carry
such appropriate legends, and such written instructions shall be given to the
Company transfer agent, as may be deemed necessary or advisable by counsel to
the Company in order to comply with the requirements of the Securities Act of
1933, any state securities laws or any other applicable laws.
7. Nontransferability of Option. This Option is personal to
Optionee and may be exercised only by Optionee or his or her representative in
the event of Optionee's
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Disability or death. Any Option shall not be transferable other than by will or
the laws of descent and distribution. Following transfer, any such Option shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer. The events of termination of employment or
service or death of Optionee set forth in the Plan shall continue to be applied
with respect to Optionee, following which the transferred Options shall be
exercisable by the transferee only to the extent and for the periods specified
in the Plan.
8. Employment Rights. This Option does not confer on Optionee any
right to continue in the employ or service of the Company or any Subsidiary or
interfere in any way with the right of the Company or any Subsidiary to
determine the terms of Optionee's employment or service.
9. Proprietary Information and Inventions Agreement. Optionee
shall, as a condition precedent to the exercise or settlement of an Award, have
executed and be in compliance with the Company's (or its subsidiary's) standard
form of confidentiality and non-disclosure agreement.
10. Terms of Plan, Interpretations. This Option and the terms and
conditions herein set forth are subject in all respects to the terms and
conditions of the Plan, which shall be controlling. All interpretations or
determinations of the Committee and/or the Board shall be binding and conclusive
upon Optionee and his legal representatives on any question arising hereunder.
Optionee acknowledges that he has received and reviewed a copy of the Plan.
11. Delegation. Optionee acknowledges that any powers, rights or
responsibilities of the Board and/or the Committee set forth herein may be
delegated to and exercised by any subcommittee thereof as permitted under the
Plan.
12. Notices. All notices hereunder to the party shall be delivered
or mailed to the following addresses:
If to the Company:
Ultra Clean Holdings, Inc.
000 Xxxxxxxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
Attn: Controller
If to Optionee:
To the person and at the address specified on the signature
page.
Such addresses for the service of notices may be changed at any time
provided notice of such change is furnished in advance to the other party.
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13. Entire Agreement. This Agreement contains the entire
understanding of the parties hereto in respect of the subject matter contained
herein. This Agreement and the Plan supersedes all prior agreements and
understandings between the parties hereto with respect to the subject matter
hereof.
14. Governing Law. This Option Agreement shall be governed by and
construed in accordance with the laws of the State of California, without
application of the conflict of laws principles thereof.
15. Counterparts. This Option Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the undersigned have caused this Option Agreement
to be duly executed as of the date first above written.
Ultra Clean Holdings, Inc.
By:
___________________________________
Name:
Title:
OPTIONEE:
_______________________________________
Name:
Address:
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