Exhibit 10.1
INTELLON
CORPORATION
2007 EQUITY INCENTIVE
PLAN
NOTICE OF GRANT OF STOCK
OPTION
Unless otherwise defined herein, the
terms used 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”) shall be as defined in the 2007 Equity
Incentive Plan (the “Plan”).
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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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, in accordance with the following
schedule:
[VESTING SCHEDULE]
INTELLON
CORPORATION
EXHIBIT A
TERMS AND CONDITIONS OF STOCK
OPTION GRANT
1. Grant . Effective as of
the date of grant set forth in the Notice of Stock Option Grant
available on the AST Equity Plan Solutions website (the
“Notice of Grant”), Intellon Corporation (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 all of the terms and conditions in this Agreement and
the Plan, which is incorporated herein by reference. Subject to
Section 18(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 under
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”).
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. If, during such
term, the Participant ceases to be a Service Provider, the vested
portion of 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. Where such termination is not due to the
Participant’s Disability, the date of termination will be the
date that employment ceases, whether the termination is with or
without cause or proper notice, whether wrongful or lawful.
Notwithstanding the foregoing, in no event may this Option be
exercised after the term set out in the Notice of Grant. This
Option may be subject to earlier termination as provided in
Section 13(c) of the Plan.
This Option is exercisable by
delivery of an exercise notice (the “Exercise Notice”),
either in the form available on the AST Equity Plan Solutions
website, 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 such
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, provided that
accepting such Shares, in the sole discretion of the Administrator,
will not result in any adverse accounting consequences to the
Company.
6. Tax Obligations
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(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 d