Exhibit 10.3(k)
OPTION AWARD
AGREEMENT
FOR SECTION 102(b)(2) OPTIONS
GRANTED UNDER THE
SAIFUN SEMICONDUCTORS LTD. 2003
SHARE OPTION PLAN
Name:
______________________________
(“Optionee”)
Date of Grant:
______________________
Shares : _____________________
Vesting Schedule
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<<Shares_Period_1>>
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<<Vest_Date_Period_1>>
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<<Shares_Period_2>>
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<<Vest_Date_Period_2>>
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<<Shares_Period_3>>
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<<Vest_Date_Period_3>>
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<<Shares_Period_4>>
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<<Vest_Date_Period_4>>
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*
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if you are an
active employee of Spansion or its subsidiaries through the entire
vesting period
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Exercise Price per
Share :
_____________
Award Expiration Date
: ___________
Type of Option
: Section 102(b)(2) Option -
Capital Route
Trustee: Tamir Fishman Trusts 2004 Ltd
Congratulations on being granted
Spansion stock options under the Spansion Inc. 2007 Equity
Incentive Plan (the “Plan”). Your award is subject to
the provisions of the Plan, this Option Award Agreement (the
“Agreement”), the agreement between Spansion (the
“Company”) and the Trustee (the “Trust
Agreement”) and Section 102 of the Israeli Income Tax
Ordinance (New Version), 1961 and any regulations, rules or orders
promulgated thereunder, including the Income Tax Rules (Tax Relief
for Issuance of Shares to Employees), 2003, all as amended from
time to time (collectively, “Section 102”).
In the event of a conflict between
the general terms and conditions of the Plan and this Agreement,
the terms and conditions of the Plan shall prevail. However, this
Agreement sets out specific terms for your award, and those terms
will prevail over more general terms in the Plan on the same issue,
if any, or in the event of a conflict between such
terms.
I SSUANCE OF O PTIONS . The Options will be registered in the name of
the Trustee as required by law to qualify under Section 102,
for your benefit.
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The Trustee will hold the options
or the Shares to be issued upon exercise of the options for the
Lock-up Period, as set forth in the Plan.
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You release the Trustee from any
liability in respect of any action or decision duly taken to comply
with the terms of the Plan and this Agreement, in connection with
any award granted to you under the Plan.
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You agree to execute any and all
documents which the Company or the Trustee may reasonably determine
to be necessary in order to comply with
Section 102.
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NON TRANSFERABILITY OF STOCK
OPTIONS. Your stock
options and related rights are not transferable except by the laws
of descent and distribution.
EXERCISING YOUR VESTED STOCK
OPTIONS.
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Once your options vest, they are
available for you to exercise (purchase Spansion common stock at
the exercise price) until they expire or terminate, whichever is
earlier. Your final opportunity to exercise your vested options is
the earlier of the last regular trading day of the Company on or
before the expiration date of the options, or the last regular
trading day of the Company on or before the options terminate in
the case of an earlier termination of the options.
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You may not exercise an option
for a fractional share of stock.
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The options, or any part thereof,
shall be exercisable by your signing and returning to the Company
or its agent a notice of exercise in a form approved by the
Company, together with payment of the aggregate purchase price,
including any applicable tax withholdings, in accordance with the
provisions of the Plan.
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In connection with the issuance
of shares upon the exercise of any of the options, you agree to
sign any and all documents required by law and/or the
Company.
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After an executed notice of
exercise has been delivered to the Company or its agent, you may
not rescind or revise it.
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T AX P AYMENT .
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You agree to be solely
responsible for paying any and all taxes arising from the grant or
exercise of any option, from the payment for shares covered by this
option, or from any other event or act (of the Company, and/or its
subsidiaries or affiliates, or you) relating to the options or
shares issued upon exercise of options. The Company and/or its
subsidiaries or affiliates, and/or the Trustee shall withhold taxes
according to the requirements under the applicable laws, rules, and
regulations, including withholding taxes at source.
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Furthermore, you agree to
indemnify the Company and/or its subsidiaries and affiliates and/or
the Trustee and hold them harmless against and from any and all
liability for any such tax or interest or penalty thereon,
including without limitation, liabilities relating to the necessity
to withhold, or to have withheld, any such tax from any payment
made to you for which you are responsible.
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The Company or any of its
subsidiaries or affiliates and the Trustee may make such provisions
and take such steps as it/they may deem necessary or appropriate
for the withholding of all taxes required by law to be withheld
with respect to options granted under the Plan and the exercise of
such options, including, but not limited, to (i) deducting the
amount so required to be withheld from any other amount then or
thereafter payable to you, including by deducting any such amount
from your salary or other amounts payable to the you, to the
maximum extent permitted under law and/or (ii) requiring you
to pay to the Company or any of its subsidiaries or affiliates the
amount so required to be withheld as a condition of the issuance,
delivery, distribution or release of any shares and/or
(iii) by causing the exercise and sale of any options or
shares held by or on behalf of you to cover such liability up to
the amount required to satisfy minimum statutory withholding
requirements. In addition, you agree to pay any amount that exceeds
the tax to be withheld and transferred to the tax authorities,
pursuant to applicable Israeli tax regulations.
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TERMINATION OF VESTED STOCK
OPTIONS
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In no event may you exercise your
options after the Award Expiration Date as provided
above.
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In the event that your employment
or other service terminates, the outstanding vested options on the
date of such termination, shall be exercisable for (i) three
months after such termination (except in the case of termination by
reason of death or Disability (as defined in the Plan); or
(ii) six months after such termination by reason
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