Back to top

Exhibit 10.1(h) RUBICON TECHNOLOGY , I NC. 2001 EQUITY PLAN NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT

Option Agreement

Exhibit 10.1(h) RUBICON TECHNOLOGY , I NC. 2001 EQUITY PLAN NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT | Document Parties: RUBICON TECHNOLOGY, INC. | RUBICON TECHNOLOGY, INC You are currently viewing:
This Option Agreement involves

RUBICON TECHNOLOGY, INC. | RUBICON TECHNOLOGY, INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: Exhibit 10.1(h) RUBICON TECHNOLOGY , I NC. 2001 EQUITY PLAN NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT
Governing Law: Illinois     Date: 9/5/2007

Exhibit 10.1(h) RUBICON TECHNOLOGY , I NC. 2001 EQUITY PLAN NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT, Parties: rubicon technology  inc. , rubicon technology  inc
50 of the Top 250 law firms use our Products every day

Exhibit 10.1(h)

R UBICON T ECHNOLOGY , I NC .

2001 EQUITY PLAN

NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT

You have been granted an option (the “Option”) to purchase Common Stock of Rubicon Technology, Inc. (the “Company”), a Delaware corporation, on the terms and conditions set forth herein. Capitalized terms used without definition in this Notice of Stock Option Grant (the “Notice”) or in the Stock Option Agreement (the “Option Agreement”) of which this Notice is a part, are used as defined in the 2001 Equity Plan (the “Plan”) of the Company.

 

Name of Optionee:   

 

  
Date of Grant:   

 

  
Vesting Commencement Date:   

 

  
Type of Option:    Non-qualified Stock Option   
Term:    Ten (10) years from Date of Grant (subject to earlier termination as provided in the Plan)   

This Option is for                      shares of Common Stock at an exercise price per share of $              , subject to adjustment pursuant to the Plan.

Vesting Schedule : Subject to the other requirements hereof, this Option may be exercised only upon and after, and to the extent that, this Option has vested. The portions of this Option listed below shall vest on each of the dates listed below, provided in each case that Optionee continues to be a Service Provider on such date:

 

Percentage of Shares of Optioned Stock Vesting

  

Date

25%    First (1st) anniversary of the Vesting Commencement Date
25%    Second (2nd) anniversary of the Vesting Commencement Date
25%    Third (3rd) anniversary of the Vesting Commencement Date
25%    Fourth (4 th ) anniversary of the Vesting Commencement Date

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 terms and conditions of the Plan and the Option Agreement to which this Notice is attached. The Option Agreement is a part hereof. Optionee has reviewed the Plan, this Notice and the Option Agreement, and has had an opportunity to obtain the advice of counsel prior to executing this Notice and Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan, this Notice and the Option Agreement. Optionee is a resident of the state listed below.

 

OPTIONEE       RUBICON TECHNOLOGY, INC.

 

    By  

 

Signature      

 

     

 

Printed Name       Printed Name

 

     

 

State of Residence       Title

 


THE ISSUANCE OF THE SECURITIES EVIDENCED HEREBY WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE OR OTHER SECURITIES LAWS. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO EFFECTIVE REGISTRATIONS UNDER APPLICABLE SECURITIES LAWS OR (II) UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL (OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY) ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT REGISTRATION. ADDITIONAL RESTRICTIONS ON TRANSFER ARE SET FORTH HEREIN.

R UBICON T ECHNOLOGY , I NC .

2001 EQUITY PLAN

STOCK OPTION AGREEMENT

1. Grant of Option .

(a) The Administrator of the Company hereby grants to the optionee (the “Optionee”) named in the Notice of Stock Option Grant (the “Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase the number of shares, as set forth in such Notice, at the exercise price per share set forth in the Notice (the “Exercise Price”), subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to provisions of the Plan stating otherwise, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the Plan shall prevail.

(b) This Option is not intended to qualify as an Incentive Stock Option under Section 422 of the Code unless it is so designated in the Notice as an Incentive Stock Option. However, if this Option is designated to be an Incentive Stock Option, to the extent that it exceeds the limit set forth in Section 422(d) of the Code, it shall be treated as a Non-qualified Stock Option.

2. Exercise of Option .

(a) Right to Exercise . Subject to Sections 2(c), 2(d), and 2(e) below, this Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice and the applicable provisions of the Plan and this Option Agreement.

(b) Method of Exercise . The Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit A (the “Exercise Notice”), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be completed by the Optionee, or personal representative of the Optionee as provided in the Plan, and delivered to an officer of the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. The Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price.

(c) Compliance with Law . No Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Exercised Shares.

(d) Merger, Reorganization or Sale . In the event of any merger, consolidation, or similar reorganization of the Company with any other entity pursuant to which the holders of Shares surrender Shares (or the Shares are deemed converted) in exchange for other shares of capital stock or securities of the Company or another entity or the sale of substantially all of the assets of the Company, if the Option is not assumed or an equivalent option or right is not substituted by the successor corporation or a Parent or Subsidiary of the successor corporation, then the Optionee shall fully vest in and have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If the Option becomes fully

 


R UBICON T ECHNOLOGY , I NC .    -1-    S TOCK O PTION A GREEMENT

 


vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee in writing or electronically that the Option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this Section 2(d), the determination of whether the Option has been assumed or substituted shall be made by the Board, whose determination in that respect shall be final, binding and conclusive.

(e) Death or Disability . Upon the death or Disability of Optionee, all Shares subject to the Option shall immediately vest, and the Option shall become immediately exercisable with respect to all Shares subject to the Option in accordance with this Option Agreement and the Plan.

(f) Restrictions on Voting . Until the occurrence of an underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, Optioned Stock will be voted by the Chairman of the Board of the Company, pursuant to an irrevocable proxy in the form attached hereto as Exhibit B (the “Proxy”). As a condition precedent to the exercise of the Option, Optionee shall agree to be bound by the terms and conditions of the Proxy and shall deliver an executed version of the Proxy with the executed Exercise Notice. The Proxy shall be binding upon the estate, heirs, successors and assigns of the Optionee.

3. Method of Payment .

Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(a) cash; or

(b) certified check; or

(c) such other consideration as permitted by the Administrator in its sole discretion.

4. Non-Transferability of Option .

This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

5. Term of Option .

This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.

6. Other Restrictions .

(a) Stockholders’ Agreement . As a condition precedent to the exercise of the Option, Optionee shall agree to be bound by the terms and conditions of that certain Amended and Restated Stockholder’s Agreement, dated as of June 28, 2005, by and between the Company and the Stockholders of the Company (as defined therein) (the “Stockholders’ Agreement”). Optionee shall, upon exercise of the Option, deliver an executed version of the Adoption of Stockholders’ Agreement, attached hereto as Exhibit C , to the Company. Optionee agrees to be bound by the Stockholders’ Agreement as an Other Stockholder (as defined therein).

(b) Repurchase Option . In addition to the restrictions within the Stockholder’s Agreement, in the event that Optionee ceases to be a Service Provider, whether voluntarily or involuntarily, due to death, Disability or otherwise, the Company may purchase from Optionee or Optionee’s estate, heirs, beneficiaries, representatives or successors in interest (the “Successors”), until the later of (i) one (1) year after the date the Optionee ceases to be a Service Provider of the Company, or (ii) one (1) year after the exercise by the Optionee or the Successors of any vested portion of the Option, all, or any portion of, Optionee’s Optioned Stock, at a price equal to the fair market value of such Optioned Stock as of the purchase date as determined by the Company’s Board in its sole and absolute discretion to the extent permitte


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more