SIGMA DESIGNS,
INC.
2009 STOCK INCENTIVE
PLAN
NOTICE OF STOCK OPTION
GRANT
You have been granted the following Option to
purchase Common Stock of SIGMA DESIGNS, INC. (the
“Company”) under the Company’s 2009 Stock
Incentive Plan (the “Plan”):
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Name of
Optionee:
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[Name of
Optionee]
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Total Number
of Option Shares Granted:
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[Total Number
of Shares]
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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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Exercise
Price Per Share:
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$_________________
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Grant
Date:
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[Date of
Grant]
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Vesting
Commencement Date:
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[Vesting
Commencement Date]
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Vesting
Schedule:
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[Vesting
Schedule]
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Expiration
Date:
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[Expiration
Date] This Option expires earlier if your Service terminates
earlier, as described in the Stock Option Agreement.
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By your signature and the signature of the
Company’s representative below, you and the Company agree
that this Option is granted under and governed by the term and
conditions of the Plan and the Stock Option Agreement (the
“Agreement”), both of which are attached to and made a
part of this document.
By signing this document you further agree that
the Company may deliver by e-mail all documents relating to the
Plan or this Award (including without limitation, prospectuses
required by the Securities and Exchange Commission) and all other
documents that the Company is required to deliver to its security
holders (including without limitation, annual reports and proxy
statements). You also agree that the Company may deliver
these documents by posting them on a website maintained by the
Company or by a third party under contract with the
Company. If the Company posts these documents on a
website, it will notify you by e-mail.
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OPTIONEE:
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SIGMA DESIGNS,
INC.
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By:
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Optionee’s Signature
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Title:
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Optionee’s Printed Name
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SIGMA DESIGNS, INC.
NOTICE OF STOCK OPTION GRANT
SIGMA DESIGNS,
INC.
2009 STOCK INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
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Tax
Treatment
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This Option is
intended to be an incentive stock option under Section 422 of the
Internal Revenue Code or a nonstatutory option, as provided in the
Notice of Stock Option Grant. Even if this Option is designated as
an incentive stock option, it shall be deemed to be a nonstatutory
option to the extent required by the $100,000 annual limitation
under Section 422(d) of the Internal Revenue Code.
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Vesting
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This Option
becomes exercisable in installments, as shown in the Notice of
Stock Option Grant. This Option will in no event become exercisable
for additional Shares after your Service as an Employee or a
Consultant has terminated for any reason.
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Term
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This Option
expires in any event at the close of business at Company
headquarters on the day before the 10th anniversary of the Grant
Date, as shown on the Notice of Stock Option Grant. This Option may
expire earlier if your Service terminates, as described
below.
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Regular
Termination
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If your Service
terminates for any reason except death or “Total and
Permanent Disability” (as defined in the Plan), then this
Option will expire at the close of business at Company headquarters
on the date three (3) months after the date your Service terminates
(or, if earlier, the Expiration Date). The Company determines when
your Service terminates for this purpose and all purposes under the
Plan and its determinations are conclusive and binding on all
persons.
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Death
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If your Service
terminates because of death, then this Option will expire at the
close of business at Company headquarters on the date 12 months
after the date your Service terminates (or, if earlier, the
Expiration Date). During that period of up to 12 months, your
estate or heirs may exercise the Option.
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Disability
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If your Service
terminates because of your Total and Permanent Disability, then
this Option will expire at the close of business at Company
headquarters on the date 12 months after the date your Service
terminates (or, if earlier, the Expiration Date).
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Leaves of
Absence
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For purposes of
this Option, your Service does not terminate when you go on a
military leave, a sick leave or another bona fide leave of
absence, if the leave was approved by the Company in writing and if
continued crediting of Service is required by the terms of the
leave or by applicable law. But your Service terminates when the
approved leave ends, unless you immediately return to active
work.
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If you go on a
leave of absence, then the vesting schedule specified in the Notice
of Stock Option Grant may be adjusted in accordance with the
Company’s leave of absence policy or the terms of your leave.
If you commence working on a part-time basis, then the vesting
schedule specified in the Notice of Stock Option Grant may be
adjusted in accordance with the Company’s part-time work
policy or the terms of an agreement between you and the Company
pertaining to your part-time schedule.
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SIGMA DESIGNS, INC.
STOCK OPTION AGREEMENT
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Restrictions
on Exercise
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The Company
will not permit you to exercise this Option if the issuance of
Shares at that time would violate any law or regulation. The
inability of the Company to obtain approval from any regulatory
body having authority deemed by the Company to be necessary to the
lawful issuance and sale of the Company stock pursuant to this
Option shall relieve the Company of any liability with respect to
the non-issuance or sale of the Company stock as to which such
approval shall not have been obtained.
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Notice of
Exercise
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When you wish
to exercise this Option you must provide a notice of exercise form
in accordance with such procedures as are established by the
Company and communicated to you from time to time. Any notice of
exercise must specify how many Shares you wish to purchase and how
your Shares should be registered. The notice of exercise will be
effective when it is received by the Company. If someone else wants
to exercise this Option after your death, that person must prove to
the Company’s satisfaction that he or she is entitled to do
so.
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Form of
Payment
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When you submit
your notice of exercise, you must include payment of the Option
exercise price for the Shares you are purchasing. Payment may be
made in the following form(s):
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Your personal
check, a cashier’s check or a money order.
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Certificates
for Shares that you own, along with any forms needed to effect a
transfer of those Shares to the Company. The value of the Shares,
determined as of the effective date of the Option exercise, will be
applied to the Option exercise price. Instead of surrendering
Shares, you may attest to the ownership of those Shares on a form
provided by the Company and have the same number of Shares
subtracted from the Shares issued to you upon exercise of the
Option. However, you may not surrender, or attest to the ownership
of Shares in payment of the exercise price if your action would
cause the Company to recognize a compensation expense (or
additional compensa
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