BELL MICROPRODUCTS
INC.
2009 EQUITY INCENTIVE
PLAN
NOTICE OF GRANT OF STOCK
OPTION
Unless otherwise defined herein, the terms
defined in the 2009 Equity Incentive Plan (the “Plan”)
will have the same defined meanings in this Notice of Grant of
Stock Option (the “Notice of Grant”) and Terms and
Conditions of Stock Option Grant, attached hereto as Exhibit
A (together, the “Agreement”).
Participant has been granted an Option to
purchase Common Stock of the Company, subject to the terms and
conditions of the Plan and this Agreement, as follows:
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Grant Number
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Address:
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Date of Grant
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Vesting Commencement Date
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Number of Shares Granted
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Exercise Price per Share
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$
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Total Exercise Price
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$
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Type of Option
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Incentive Stock Option
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Nonstatutory Stock Option
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Term/Expiration Date
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Vesting Schedule :
Subject to accelerated vesting as set forth
below or in the Plan, this Option will be exercisable, in whole or
in part, according to the following vesting schedule:
[Twenty-five percent (25%) of the Shares subject
to the Option will vest on the first anniversary of the Vesting
Commencement Date, and 1/48 th of the Shares initially subject to the Option
will vest each month thereafter, so as to be 100% vested on the
fourth anniversary of the Vesting Commencement Date, so long as
Participant remains a Service Provider through each such vesting
date.]
Termination Period :
This Option will be exercisable for three (3)
months after Participant ceases to be a Service Provider, unless
such termination is due to Participant’s death or Disability,
in which case this Option will be exercisable for twelve (12)
months after Participant ceases to be a Service
Provider. Notwithstanding the foregoing sentence, in no
event may this Option be exercised after the Term/Expiration Date
as provided above and may be subject to earlier termination as
provided in Section 20(c) of the Plan.
By Participant’s signature and the
signature of the Company’s representative below, Participant
and the Company agree that this Option is granted under and
governed by the terms and conditions of the Plan and this
Agreement. Participant has reviewed the Plan and this
Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Agreement and fully
understands all provisions of the Plan and
Agreement. Participant hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of
the Administrator upon any questions relating to the Plan and
Agreement. Participant further agrees to notify the
Company upon any change in the residence address indicated
below.
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Submitted
by:
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Accepted
by:
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PURCHASER
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BELL
MICROPRODUCTS INC.
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Signature
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By
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Print
Name
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Title
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Date
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Date
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Address:
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EXHIBIT A
(a)TERMS AND CONDITIONS OF STOCK
OPTION GRANT
1. Grant . The Company
hereby grants to the Participant named in the Notice of
Grant (the “Participant”) an option (the
“Option”) to purchase the number of Shares, as set
forth in the Notice of Grant, at the exercise price per Share set
forth in the Notice of Grant (the “Exercise Price”),
subject to the terms and conditions in this Agreement and the Plan,
which is incorporated herein by reference. Subject to
Section 23(c) of the Plan, in the event of a conflict between the
terms and conditions of the Plan and the terms and conditions of
this Agreement, the terms and conditions of the Plan will
prevail.
If designated in the Notice of Grant as an
Incentive Stock Option (“ISO”), this Option is intended
to qualify as an Incentive Stock Option as defined in Section 422
of the Code. However, if this Option is intended to be
an Incentive Stock Option, to the extent that it exceeds the
$100,000 rule of Code Section 422(d) it will be treated as a
Nonstatutory Stock Option (“NSO”). Further,
if for any reason this Option (or portion thereof) will not qualify
as an ISO, then, to the extent of such nonqualification, such
Option (or portion thereof) shall be regarded as a NSO granted
under the Plan. In no event will the Administrator, the
Company or any Parent or Subsidiary or any of their respective
employees or directors have any liability to Participant (or any
other person) due to the failure of the Option to qualify for any
reason as an ISO.
2. Vesting Schedule
. Except as provided in Section 3 , the Option
awarded by this Agreement will vest in accordance with the vesting
provisions set forth in the Notice of Grant. Shares
scheduled to vest on a certain date or upon the occurrence of a
certain condition will not vest in Participant in accordance with
any of the provisions of this Agreement, unless Participant will
have been continuously a Service Provider from the Date of Grant
until the date such vesting occurs.
3. Administrator Discretion
. The Administrator, in its discretion, may accelerate
the vesting of the balance, or some lesser portion of the balance,
of the unvested Option at any time, subject to the terms of the
Plan. If so accelerated, such Option will be considered
as having vested as of the date specified by the
Administrator.
4. Exercise of Option
. This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term
only in accordance with the Plan and the terms of this
Agreement.
This Option is exercisable by delivery of an
exercise notice, in the form attached as Exhibit B (the
“Exercise Notice”) or in a manner and pursuant to such
procedures as the Administrator may determine, which will state the
election to exercise the Option, the number of Shares in respect of
which the Option is being exercised (the “Exercised
Shares”), and such other representations and agreements as
may be required by the Company pursuant to the provisions of the
Plan. The Exercise Notice will be completed by
Participant and delivered to the Company. The Exercise
Notice will be accompanied by payment of the aggregate Exercise
Price as to all Exercised Shares together with any applicable tax
withholding. This Option will be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice
accompanied by the aggregate Exercise Price.
5. Method of Payment
. Payment of the aggregate Exercise Price will be by any
of the following, or a combination thereof, at the election of
Participant:
(a) cash;
(b) check;
(c) consideration received by the Company
under a formal cashless exercise program adopted by the Company in
connection with the Plan; or
(d) surrender of other Shares which have a
Fair Market Value on the date of surrender equal to the aggregate
Exercise Price of the Exercised Shares.
6. Tax Obligations .
(a) Withholding of Taxes
. Notwithstanding any contrary provision of this
Agreement, no certificate representing the Shares will be issued to
Participant, unless and until satisfactory arrangements (as
determined by the Administrator) will have been made by Participant
with respect to the payment of income, employment and other taxes
which the Company determines must be withheld with respect to such
Shares. To the extent determined appropriate by the
Company in its discretion, it shall have the right (but not the
obligation) to satisfy any tax withholding obligations by reducing
the number of Shares otherwise deliverable to
Participant. If Participant fails to make satisfactory
arrangements for the payment of any required tax withholding
obligations hereunder at the time of the Option exercise,
Parti
