EXHIBIT 10.5
ATHEROS COMMUNICATIONS,
INC.
2004 STOCK INCENTIVE
PLAN
NOTICE OF STOCK OPTION
GRANT
You have been granted the following
Option to purchase Common Stock of A THEROS C OMMUNICATIONS , I NC . (the
“Company”) under the Company’s 2004 Stock
Incentive Plan (the “Plan”):
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Name of Optionee:
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[Name
of Optionee]
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Total Number of Option Shares
Granted :
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[Total
Number of Shares]
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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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Exercise Price Per Share
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$
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Grant Date:
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[Date
of Grant]
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Vesting Commencement Date
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[Vesting
Commencement Date]
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Vesting Schedule:
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[Vesting
schedule]
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Expiration Date:
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[Expiration
Date] This Option expires earlier if your Service terminates
earlier, as described in the Stock Option Agreement.
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A THEROS C OMMUNICATIONS , I NC .
N OTICE OF S
TOCK O PTION G RANT
-1-
By your signature and the signature
of the Company’s representative below, you and the Company
agree that this Option is granted under and governed by the term
and conditions of the Plan and the Stock Option Agreement, both of
which are attached to and made a part of this document.
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OPTIONEE
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A
THEROS
C
OMMUNICATIONS
,
I NC
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By:
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Optionee’s
Signature
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Title:
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Optionee’s
Printed Name
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A THEROS C OMMUNICATIONS , I NC .
N OTICE OF S
TOCK O PTION G RANT
-2-
A THEROS C OMMUNICATIONS , I NC .
2004 STOCK INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
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Tax Treatment
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This
Option is intended to be an incentive stock option under Section
422 of the Internal Revenue Code or a nonstatutory option, as
provided in the Notice of Stock Option Grant. Even if this Option
is designated as an incentive stock option, it shall be deemed to
be an nonstatutory option to the extent required by the $100,000
annual limitation under Section 422(d) of the Internal Revenue
Code.
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Vesting
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This
Option becomes exercisable in installments, as shown in the Notice
of Stock Option Grant. This Option will in no event become
exercisable for additional shares after your Service has terminated
for any reason.
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Term
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This
Option expires on the date shown on the Notice of Stock Option
Grant and in any event no later than the close of business at
Company headquarters on the day before the 10th anniversary of the
Grant Date, (fifth anniversary for a more than 10% stockholder as
provided under the Plan if this is an incentive stock option). This
Option may expire earlier if your Service terminates, as described
below.
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Regular
Termination
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If
your Service terminates for any reason except death or “Total
and Permanent Disability” (as defined in the Plan), then this
Option will expire at the close of business at Company headquarters
on the date three (3) months after the date your Service terminates
(or, if earlier, the Expiration Date). The Company has discretion
to determine when your Service terminates for all purposes of the
Plan and its determinations are conclusive and binding on all
persons.
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Death
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If
you die, then this Option will expire at the close of business at
Company headquarters on the date 12 months after the date your
Service terminates (or, if earlier, the Expiration Date). During
that period of up to 12 months, your estate or heirs may exercise
the Option.
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Disability
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If
your Service terminates because of your Total and Permanent
Disability, then this Option will expire at the close of business
at Company headquarters on the date 12 months after the date your
Service terminates (or, if earlier, the Expiration
Date).
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A THEROS C OMMUNICATIONS , I NC .
S TOCK O PTION A GREEMENT
-3-
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Leaves of Absence
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For purpos
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