Option Agreement under the SMART Modular Technologies (WWH), Inc. Amended and Restated Stock Incentive Plan
Exhibit 10.3
Option Agreement
under the SMART Modular Technologies (WWH), Inc.
Amended and Restated Stock Incentive Plan
Date of Grant: | _________ | ||
Name of Optionee: | _________ | ||
Number of Shares Subject to the Option: | _________ | ||
Exercise Price: | $___ per share | ||
Type of Option | Non-Qualified Stock Option |
SMART Modular Technologies (WWH), Inc. (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 ordinary share of the Company (“Shares”) set forth above pursuant to the SMART Modular Technologies (WWH), Inc. Amended and Restated 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:
(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 with the Company or one of its subsidiaries on such date.
1 | This is the standard four-year vesting with one-year cliff. The Board may decide on different vesting schedules for awards, which may include performance-based vesting. |
(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 with the Company or one of its subsidiaries on each such date.
(c) Vesting shall cease immediately upon termination of Optionee’s employment with the Company and its subsidiaries for any reason (including death or Disability).
(i) three months after termination of Optionee’s employment 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);
(ii) one year after Optionee’s employment with the Company and its Affiliates is terminated by reason of Optionee’s death or Disability;
(iii) immediately upon termination of Optionee’s employment with the Company and its Affiliates by the Company or any of its Affiliates for Cause;
(iv) the day before the tenth (10th) anniversary of the Grant Date;
(v) 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
(vi) in accordance with Section 10(b) of the Plan.
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accordance with a cashless exercise program; or (iv) 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 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.
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Company in order to comply with the requirements of the Securities Act, any state securities laws or any other applicable laws.
If to the Company:
Smart Modular Technologies (WWH), Inc.
Attn: Stock Plan Administrator
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
If to Optionee:
To the person and at the address specified on the signature page or the last address on the Company’s records for such person.
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. Governing Law. This Option Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, without, to the fullest extent permissible thereby, application of the conflict of law principles thereof.
14. 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.
IN WITNESS WHEREOF, the undersigned have caused this Option Agreement to be duly executed as of the date first above written.
SMART MODULAR TECHNOLOGIES (WWH), INC. |
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By: | ||||
Name: | ||||
Title: | ||||
OPTIONEE: |
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Name: | ||||
Title: | ||||
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