Exhibit 10.11
2007 STOCK INCENTIVE PLAN
STOCK OPTION GRANT NOTICE AND
STOCK OPTION AGREEMENT
EMRISE Corporation, a Delaware
corporation (the “ Company ”), pursuant to its
2007 Stock Incentive Plan, hereby grants to the holder listed below
(“ Participant ”), an option to purchase the
number of shares of the Common Stock set forth below (the “
Option ”). This Option is subject to all of the terms
and conditions as set forth herein and in the Stock Option
Agreement attached hereto as Exhibit A (the “
Stock Option Agreement ”) and the Plan, which are
incorporated herein by reference. Unless otherwise defined herein,
terms defined in the Plan shall have the same defined meanings in
this Grant Notice and the Stock Option Agreement.
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Participant:
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Grant Date:
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Total Number of Shares:
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Subject to the Option
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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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Expiration Date:
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Type of Option:
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£
Incentive Stock
Option £
Non-Qualified Stock
Option
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Vesting Schedule:
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By his or her signature, Participant
agrees to be bound by the terms and conditions of the Plan, the
Stock Option Agreement and this Grant Notice. Participant has
reviewed the Stock Option Agreement, the Plan and this Grant Notice
in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Grant Notice and fully understands
all provisions of this Grant Notice, the Stock Option Agreement and
the Plan. Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the
Administrator of the Plan upon any questions arising under the Plan
or the Option.
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EMRISE CORPORATION
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PARTICIPANT
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By:
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By:
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Print Name:
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Print Name:
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Title:
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Email Address:
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Address:
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Address:
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EXHIBIT A
TO STOCK OPTION GRANT NOTICE
STOCK OPTION
AGREEMENT
Pursuant to the Stock Option Grant
Notice (“ Grant Notice ”) to which this Stock
Option Agreement (this “ Agreement ”) is
attached, EMRISE Corporation, a Delaware corporation (the “
Company ”), has granted to Participant an option under
the Company’s 2007 Stock Incentive Plan to purchase the
number of shares of the Common Stock as indicated in the Grant
Notice.
ARTICLE I
GENERAL
1.1
Defined Terms . Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings
ascribed thereto in the Plan and the Grant Notice.
1.2
Incorporation of Terms of Plan . The Option is
subject to the terms and conditions of the Plan which are
incorporated herein by reference.
ARTICLE II
GRANT OF OPTION
2.1
Grant of Option . In consideration of
Participant’s past and/or continued employment with or
service to the Company or a Subsidiary and for other good and
valuable consideration, effective as of the Grant Date set forth in
the Grant Notice (the “ Grant Date ”), the
Company irrevocably grants to Participant the option to purchase
any part or all of an aggregate of the number of shares of Common
Stock set forth in the Grant Notice, upon the terms and conditions
set forth in the Plan and this Agreement (the “ Option
”). Unless designated as a Non-Qualified Stock Option in the
Grant Notice, the Option shall be an Incentive Stock Option to the
maximum extent permitted by law.
2.2
Exercise Price . The exercise price of the shares of
Common Stock subject to the Option shall be as set forth in the
Grant Notice, without commission or other charge; provided,
however, that (i) the exercise price per share of the shares
subject to the Option shall not be less than 100% of the Fair
Market Value of a share of Common Stock on the Grant Date, and
(ii) if this Option is designated as an Incentive Stock
Option, the exercise price per share of the shares subject to the
Option shall not be less than 110% of the Fair Market Value of a
share of Common Stock on the Grant Date in the case of a
Participant then owning (within the meaning of
Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company or any
“subsidiary corporation” of the Company or any
“parent corporation” of the Company (each within the
meaning of Section 424 of the Code).
2.3
Consideration to the Company . In consideration of
the grant of the Option by the Company, Participant agrees to
render faithful and efficient services to the Company or any
Subsidiary. Nothing in the Plan or this Agreement shall confer upon
Participant any right to (a) continue in the employ of the
Company or any Subsidiary or shall interfere with or restrict in
any way the rights of the Company and its Subsidiaries, which are
hereby expressly reserved, to
Exhibit A
To Stock Option Grant Notice
discharge Participant, if Participant is an
Employee, or (b) continue to provide services to the Company
or any Subsidiary or shall interfere with or restrict in any way
the rights of the Company or its Subsidiaries, which are hereby
expressly reserved, to terminate the services of Participant, if
Participant is a consultant, at any time for any reason whatsoever,
with or without Cause, except to the extent expressly provided
otherwise in a written agreement between the Company, a Subsidiary
and Participant, or (c) continue to serve as a member of the
Board or shall interfere with or restrict in any way the rights of
the Company, which are hereby expressly reserved, to discharge
Participant in accordance with the Company’s
Bylaws.
ARTICLE III
PERIOD OF EXERCISABILITY
3.1
Commencement of Exercisability .
(a) Subject to the
provisions of this Section 3.1 and Sections 3.3
, the Option shall become vested and exercisable in such amounts
and at such times as are set forth in the Grant Notice; provided,
however, that, except as set forth in writing by the Administrator,
no Option shall be exercisable by any Holder who is then subject to
Section 16 of the Exchange Act within the period ending six
months after the Grant Date.
(b) The Option shall
automatically vest in full upon (i) the occurrence of a Change
in Control, (ii) the date of Participant’s Termination
of Employment or Termination of Directorship by the Company or any
Subsidiary unless such termination constituted a termination for
Cause.
(c) Subject to the
provisions of Section 3.1(b) , no portion of the Option
which is unexercisable at the date of Participant’s
Termination of Employment, Termination of Consultancy or
Termination of Directorship, as applicable, shall thereafter become
vested and exercisable, except as may be otherwise provided by the
Administrator or as set forth in a written agreement between the
Company and Participant.
(d) Notwithstanding
anything herein to the contrary, this Option shall not be
exercisable by any Holder until and unless the Option and the
shares underlying the Option are qualified in the State of
California.
3.2
Duration of Exercisability . The installments
provided for in the vesting schedule set forth in the Grant Notice
are cumulative. Each such installment which becomes vested and
exercisable pursuant to the vesting schedule set forth in the Grant
Notice shall remain vested and exercisable until it becomes
unexercisable under Section 3.3 .
3.3
Expiration of Option . The Option may not be
exercised to any extent by anyone after the first to occur of the
following events:
(a) The Expiration Date
set forth on the Grant Notice;
(b) The expiration of
ten years from the Grant Date;
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(c) If this Option is
designated as an Incentive Stock Option and Participant owned
(within the meaning of Section 424(d) of the Code), at
the time the Option was granted, more than 10% of the total
combined voting power of all classes of stock of the Company or any
“subsidiary corporation” of the Company or
“parent corporation” of the Company (each within the
meaning of Section 424 of the Code), the expiration of five
years from the date the Option was granted; or
(d) Except as set forth
in a written agreement with the Company, the expiration of one
calendar year following the date of Participant’s Termination
of Employment or Termination of Directorship if such termination
occurs other than by reason of Participant’s death or
disability, unless such termination constituted a termination for
Cause;
(e) The expiration of
one year following the date of Participant’s Termination of
Employment or Termination of Directorship by reason of
Participant’s death or disability; or
(f) The date of
Participant’s Termination of Employment or Termination of
Directorship by the Company or any Subsidiary by reason of
Participant’s discharge for Cause.
Participant acknowledges that an
Incentive Stock Option exercised more than three months after
Participant’s termination of status as an Employee, other
than by reason of death or disability, will be taxed as a
Non-Qualified Stock Option.
3.4
Special Tax Consequences . Participant acknowledges
that, to the extent that the aggregate Fair Market Value
(determined as of the time the Option is granted) of all shares of
Common Stock with respect to which Incentive Stock Options,
including the Option, are exercisable for the first time by
Participant in any calendar year exceeds $100,000 (or such other
limitation as imposed by Section 422(d) of the Code), the
Option and such other options shall be treated as not qualifying
under Section 422 of the Code but rather shall be considered
Non-Qualified Stock Options. Participant further acknowledges that
the rule set forth in the preceding sentence shall be applied
by taking Options and other “incentive stock options”
into account in the order in which they were granted, as determined
under Section 422(d) of the Code and the Treasury
Regulations thereunder.
ARTICLE IV
EXERCISE OF OPTION
4.1
Person Eligible to Exercise . Except as provided in
Sections 5.2(b) , during the lifetime of Participant, only
Participant may exercise the Option or any portion thereof (unless
it has been disposed of pursuant to a DRO). Subject to such
conditions and procedures as the Administrator may require, a
Permitted Transferee may exercise the Option or any portion thereof
during Participant’s lifetime. Subject to such conditions and
procedures as the Administrator may require, after the death of
Participant, any exercisable portion of the Option may, prior to
the time when the Option becomes unexercisable under
Section 3.3 , be exercised by Participant’s
personal representative, by any person empowered to do so under the
deceased
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Participant’s will or under the then
applicable laws of descent and distribution, or by a Permitted
Transferee.
4.2
Partial Exercise . Any exercisable portion of the
Option or the entire Option, if then wholly exercisable, may be
exercised in whole or in part at any time prior to the time when
the
