|
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
|