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ADEPT TECHNOLOGY, INC. OPTION AGREEMENT FOR CONSULTANT STOCK OPTIONS

Option Agreement

ADEPT TECHNOLOGY, INC. OPTION AGREEMENT FOR CONSULTANT STOCK OPTIONS | Document Parties: ADEPT TECHNOLOGY INC You are currently viewing:
This Option Agreement involves

ADEPT TECHNOLOGY INC

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Title: ADEPT TECHNOLOGY, INC. OPTION AGREEMENT FOR CONSULTANT STOCK OPTIONS
Governing Law: Delaware     Date: 11/13/2007
Industry: Misc. Capital Goods     Sector: Capital Goods

ADEPT TECHNOLOGY, INC. OPTION AGREEMENT FOR CONSULTANT STOCK OPTIONS, Parties: adept technology inc
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Exhibit 10.4

ADEPT TECHNOLOGY, INC.

OPTION AGREEMENT FOR

CONSULTANT STOCK OPTIONS

I. NOTICE OF GRANT (Attached).

II. AGREEMENT.

FOR GOOD AND VALUABLE CONSIDERATION, Adept Technology, Inc. (the “ Company ”), has granted to the Participant named in the Notice of Grant attached as Part I of this Option Agreement (the “ Notice of Grant ”), as of the date set forth in the Notice of Grant (the “ Grant Date ”), a nonqualified stock option (the “Option”) to purchase up to the number of shares of the Company’s common stock (the “ Common Stock ”), set forth in the Notice of Grant, at the purchase price per share and upon the other terms and subject to the conditions set forth in this Option Agreement (as amended from time to time), including the Notice of Grant, and the 2005 Equity Incentive Plan (as may be amended, the “ Plan ”). For purposes of this Option Agreement, any reference to the Company shall include a reference to any Subsidiary. By accepting the Option, the Participant irrevocably agrees on behalf of the Participant and the Participant’s successors and permitted assigns to all of the terms and conditions of the Option as set forth in or pursuant to this Agreement and the Plan (as such may be amended from time to time) .

 

1. Definitions

Defined terms in the Plan shall have the same meaning in this Agreement, except where the context otherwise requires.

 

2. Non-Qualified Stock Option

The Option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted accordingly.

 

3. Exercise of Option

The Option shall not be exercisable as of the Grant Date. After the Grant Date, to the extent not previously exercised, and subject to termination or acceleration as provided in this Option Agreement and the Plan, the Option shall be exercisable to the extent it becomes vested, as described below, to purchase up to that number of shares of Common Stock as set forth in the Notice of Grant provided that (except as set forth in Paragraph 4 below) Participant remains subject to a consulting agreement in effect with the Company and does not experience a termination thereof or termination by the Company of the Participant’s services thereunder.

 


(a) Vesting . Unless otherwise approved by the Committee, the Options shall vest as to 1/36th of the shares of Common Stock subject to the Option granted each month following the Grant Date (for a total of three year vesting). Notwithstanding anything to the contrary in this Paragraph 3, the Option shall be subject to earlier acceleration of vesting and/or forfeiture and transfer as may be provided in this Agreement and the Plan.

(b) Exercise . To exercise the Option (or any part thereof), Participant shall deliver to the Company a “ Notice of Exercise ” on a form specified by the Committee, specifying the number of whole shares of Common Stock Participant wishes to purchase and how Participant’s shares of Common Stock should be registered (in Participant’s name only or in Participant’s and Participant’s spouse’s names as community property or as joint tenants with right of survivorship). The exercise price per share (the “Exercise Price”) of the Option is set forth in the Notice of Grant. The Company shall not be obligated to issue any shares of Common Stock until Participant shall have paid the total Exercise Price for that number of shares of Common Stock subject to the exercise. The exercise price of any Option may be paid in cash or, to the extent allowed by the Committee, an irrevocable commitment by a broker to pay over such amount from a sale of the shares of Common Stock issuable under an Option, the delivery of previously owned shares, withholding of shares deliverable upon exercise or a combination thereof. Fractional shares may not be exercised.

Notwithstanding the above, the Company shall not be obligated to deliver any shares of Common Stock during any period when the Company determines that the exercisability of the Option or the delivery of shares hereunder would violate any federal, state or other applicable laws, and the Option may be rescinded if necessary to ensure compliance with federal, state or other applicable laws.

 

4. Expiration of Option; Effect of Termination; Change in Control

(a) General . Except as provided in Paragraph 4(b), (c), (d) or (e) below, upon a termination of Participant’s consulting agreement or services rendered thereunder with the Company or any Subsidiary, (i) any part of the Option that is unexercisable as of such termination date shall remain unexercisable and shall terminate as of such date, and (ii) any part of the Option that is exercisable as of such termination date shall expire upon the earlier of twelve (12) months following such date or the Expiration Date of the Option.

(b) Death; Disability . Upon the date of a termination of the Participant’s services to the Company as a result of the death or Total and Permanent Disablement (as defined in the Plan) of the Participant, the Option shall become fully exercisable, and shall be exercisable by the Participant’s estate, heir or beneficiary for a period commencing on the date of termination of the Participant’s services and expiring upon the earlier of six (6) months following the date of termination of the Participant’s services or the Expiration Date of the Option.

 


(c) Cause . Upon the date of a termination by the Company of the Participant’s services for cause, the Option shall immediately terminate and shall not be exercisable. For purposes of this Agreement, the term “ Cause ” shall mean, in each case as determined by the Committee, (i) Participant’s gross misconduct or fraud in the performance of Participant’s duties to the Company or any Subsidiary, including services to be provided pursuant to a consulting agreement; (ii) Participant’s conviction or guilty plea or plea of nolo contendere with respect to any felony or act of moral turpitude; (iii) Participant’s engaging in any material act of theft or material misappropriation of Company property in connection with Participant’s services to with the Company or any Subsidiary, (iv) Participant’s material breach of the Company’s Code of Conduct as such code may be revised from time to time or (v) any other Act of Misconduct (as defined in the Plan).

(e) Change in Control . In the event of any other change in the number or kind of outstanding shares of Common Stock, or any stock or other securities into which such shares have been changed, or for which shares have been exchanged, whether by reason of a Change in Control (as defined in the Plan), other merger, consolidation or otherwise, then the Committee will, in its sole disc


 
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