|
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) .
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.
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
|