0000892569-08-001123 Sample Contracts

IRVINE SENSORS CORPORATION NON-INCENTIVE STOCK OPTION AGREEMENT
Irvine Sensors Corporation Non-Incentive Stock Option Agreement • August 13th, 2008 • Irvine Sensors Corp/De/ • Semiconductors & related devices • Delaware

This NON-INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) is made this day of , , by and between Irvine Sensors Corporation, a Delaware corporation (the “Company”) and , an individual resident of , (“Optionee”).

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IRVINE SENSORS CORPORATION INCENTIVE STOCK OPTION AGREEMENT
Irvine Sensors Corporation Incentive Stock Option Agreement • August 13th, 2008 • Irvine Sensors Corp/De/ • Semiconductors & related devices • Delaware

This INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) is made this day of , , by and between Irvine Sensors Corporation, a Delaware corporation (the “Company”) and , an individual resident of , (“Optionee”).

IRVINE SENSORS CORPORATION STOCK APPRECIATION RIGHTS AGREEMENT (STOCK SETTLED)
Stock Appreciation Rights Agreement • August 13th, 2008 • Irvine Sensors Corp/De/ • Semiconductors & related devices • Delaware

This STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of , (the “Effective Date”), is between Irvine Sensors Corporation, a Delaware corporation (the “Company”) and , an individual resident of (“Participant”). This Agreement is granted under the Irvine Sensors Corporation 2006 Omnibus Incentive Plan (the “Plan”) and is subject to the terms of that Plan. This Agreement represents the Company’s unfunded and unsecured promise to issue common stock of the Company, $0.01 par value (“Shares”) at a future date based on appreciation in the market value of such Shares from the date of this Agreement, subject to the terms of this Agreement and the Plan.

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