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EXHIBIT 10.2
ARC WIRELESS SOLUTIONS, INC.
2007 STOCK INCENTIVE PLAN
FORM OF STOCK OPTION AGREEMENT
ARC Wireless Solutions, Inc. (the "Company"), pursuant to its
2007 Stock
Incentive Plan (the "Plan"), hereby grants to Optionee listed
below
("Optionee"), an option to purchase the number of shares of the
Company's Common
Stock set forth below, subject to the terms and conditions of
the Plan and this
Stock Option Agreement. Unless otherwise defined herein, the
terms defined in
the Plan shall have the same defined meanings in this Stock
Option Agreement.
1. NOTICE OF STOCK OPTION GRANT
Optionee: ___________________________________
Date of Stock Option Agreement:
___________________________________
Date of Grant: ___________________________________
Vesting Commencement Date:
___________________________________
Exercise Price per Share:
___________________________________
Total Number of Option Shares Granted:
___________________________________
Term/Expiration Date: ___________________________________
Type of Option: [ ] Incentive Stock Option or [ ] Non-Incentive
Stock Option
Vesting Schedule: The Option Shares subject to this Option shall
vest
according to the following schedule:
__________________________________________________________
__________________________________________________________
Termination Period: This Option may be exercised, to the extent
vested, for one
month after Optionee ceases to be an Eligible Person, or
such longer period as may be applicable upon the death or
disability of Optionee as provided herein, but in no event
later than the Term/Expiration Date as provided above.
2. AGREEMENT
2.1 Grant of Option. The Company hereby grants to Optionee an
Option
to purchase the number of shares of Common Stock (the "Option
Shares") set forth
in the Notice of Grant, at the exercise price per share set
forth in the Notice
of Grant (the "Exercise Price"). Notwithstanding anything to the
contrary
anywhere else in this Option Agreement, this grant of an Option
is subject to
the terms, definitions, and provisions of the Plan adopted by
the Company, which
is incorporated herein by reference.
<PAGE>
If designated in the Notice of Grant as an Incentive Stock
Option,
this Option is intended to qualify as an Incentive Stock Option
as defined in
Section 422 of the Code; provided, however, that to the extent
that the
aggregate Fair Market Value of stock with respect to which
Incentive Stock
Options (within the meaning of Code Section 422, but without
regard to Code
Section 422(d)), including the Option, are exercisable for the
first time by
Optionee during any calendar year (under the Plan and all other
incentive stock
option plans of the Company, if any) exceeds $100,000, such
options shall be
treated as not qualifying under Code Section 422, but rather
shall be treated as
Non-Incentive Stock Options to the extent required by Code
Section 422. The rule
set forth in the preceding sentence shall be applied by taking
options into
account in the order in which they were granted. For purposes of
these rules,
the Fair Market Value of stock shall be determined as of the
time the option
with respect to such stock is granted.
2.2 Exercise of Option. This Option is exercisable as
follows:
(a) Right to Exercise.
i. This Option shall be exercisable cumulatively
according to the vesting schedule set out in the Notice of
Grant. For purposes of this Stock Option Agreement, Option
Shares subject to this Option shall vest based on Optionee's
Continuous Status as an Eligible Person.
ii. This Option may not be exercised for a
fraction of a Share.
iii. In the event of Optionee's death, disability
or other termination of Optionee's status as an Eligible
Person, the exercisability of the Option is governed by
Sections 7, 8 and 9 below.
iv. In no event may this Option be exercised after
the date of expiration of the term of this Option as set
forth in the Notice of Grant.
(b) Method of Exercise. This Option shall be exercisable by
written
Notice (in the form attached as Exhibit A). The Notice must
state the number of
Option Shares for which the Option is being exercised, and such
other
representations and agreements with respect to such Option
Shares as may be
required by the Company pursuant to the provisions of the Plan.
The Notice must
be signed by Optionee and shall be delivered in person or by
certified mail to
the Secretary of the Company. The Notice must be accompanied by
payment of the
Exercise Price plus payment of any applicable withholding tax.
This Option shall
be deemed to be exercised upon receipt by the Company of such
written Notice
accompanied by the Exercise Price and payment of any applicable
withholding tax.
<PAGE>
No Option Shares shall be issued pursuant to the exercise of an
Option
unless such issuance and such exercise comply with all relevant
provisions of
law and the requirements of any stock exchange upon which the
Option Shares may
then be listed. Assuming such compliance, for income tax
purposes the Option
Shares shall be considered transferred to Optionee on the date
on which the
Option is exercised with respect to such Option Shares.
2.3 Optionee's Representations. If the Option Shares
purchasable
pursuant to the exercise of this Option have not been registered
under the
Securities Act of 1933, as amended (the "Securities Act"), at
the time this
Option is exercised, Optionee shall, if required by the Company,
concurrently
with the exercise of all or any portion of this Option, deliver
to the Company
his or her Investment Representation Statement in the form
attached hereto as
Exhibit B.
2.4 Lock-Up Period. Optionee hereby agrees that if so requested
by the
Company or any representative of the underwriters (the "Managing
Underwriter")
in connection with any registration of the offering of any
securities of the
Company under the Securities Act, Optionee shall not sell or
otherwise transfer
any Option Shares or other securities of the Company during the
180-day period
(or such period as may be requested in writing by the Managing
Underwriter and
agreed to in writing by the Company) (the "Market Standoff
Period") following
the effective date of a registration statement of the Company
filed under the
Securities Act. The Company may impose stop-transfer
instructions with respect
to securities subject to the foregoing restrictions until the
end of such Market
Standoff Period and these restrictions shall be binding on any
transferee of
such Option Shares.
2.5 Method of Payment. Payment of the Exercise Price shall be by
any
of the following, or a combination thereof:
(a) cash;
(b) check; or
(c) with the consent of the Option Committee, any method of
payment,
or combination thereof that is permitted in the Plan.
2.6 Restrictions on Exercise. If the issuance of Option Shares
upon
such exercise or if the method of payment for such shares would
constitute a
violation of any applicable federal or state securities or other
law or
regulation, then the Option may also not be exercised. The
Company may require
Optionee to make any representation and warranty to the Company
as may be
required by any applicable law or regulation before allowing the
Option to be
exercised.
2.7 Termination of Relationship. If Optionee ceases to be an
Eligible
Person (other than by reason of Optionee's death or the total
and permanent
disability of Optionee as defined in Code Section 22(e)(3)),
Optionee may
exercise this Option, to the extent the Option was vested at the
date on which
Optionee ceases to be an Eligible Person, but only within one
month from such
date (and in no event later than the expiration date of the term
of this Option
set forth in the Notice of Grant). To the extent that the Option
is not vested
at the date on which Optionee ceases to be an Eligible Person,
or if Optionee
does not exercise this Option within the time specified herein,
the Option shall
terminate.
2.8 Disability of Optionee. If Optionee ceases to be an
Eligible
Person as a result of his or her total and permanent disability
as defined in
Code Section 22(e)(3), Optionee may exercise the Option to the
extent the Option
was vested at the date on which Optionee ceases to be an
Eligible Person, but
only within three months from such date (and in no event later
than the
expiration date of the term of this Option as set forth in the
Notice of Grant).
To the extent that the Option is not vested at the date on which
Optionee ceases
to be an Eligible Person, or if Optionee does not exercise such
Option within
the time specified herein, the Option shall terminate.
<PAGE>
2.9 Death of Optionee. If Optionee ceases to be an Eligible
Person as
a result of the death of Optionee, the vested portion of the
Option may be
exercised at any time within three months following the date of
death (and in no
event later than the expiration date of the term of this Option
as set forth in
the Notice of Grant) by Optionee's estate or by a person who
acquires the right
to exercise the Option by bequest or inheritance. To the extent
that the Option
is not vested at the date of death, or if the Option is not
exercised within the
time specified herein, the Option shall terminate.
2.10 Non-Transferability of Option. This Op
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