50 of the Top 250 law firms use our Products every day
FORM OF STOCK OPTION AGREEMENT
BETWEEN AVANEX AND CERTAIN OF ITS DIRECTORS
Avanex
Corporation, (the Company), has granted to [___] (the Optionee), an
option to purchase a total of [___] shares of the Company’s
Common Stock (the Optioned Stock), at the price determined as
provided herein, and in all respects subject to the terms,
definitions and provisions of the Company’s 1999 Director
Option Plan (the Plan) adopted by the Company which is incorporated
herein by reference. The terms defined in the Plan shall have the
same defined meanings herein.
|
1)
|
|
Nature of the Option
. This Option is a
nonstatutory option and is not intended to qualify for any special
tax benefits to the Optionee.
|
|
|
|
|
|
2)
|
|
Exercise Price
. The exercise price is
$[___] for each share of Common Stock.
|
|
|
|
|
|
3)
|
|
Exercise of Option
. This Option shall be
exercisable during its term in accordance with the provisions of
Section 8 of the Plan as follows:
|
|
|
a)
|
|
This Option shall vest and become
exercisable as to one-hundred percent (100%) of the Shares subject
to the Option on the one year anniversary of its date of grant,
provided that the Optionee continues to serve as a Director on such
date.
|
|
|
|
|
|
|
|
b)
|
|
In
no event shall any Option be exercisable prior to the date the
stockholders of the Company approve the Plan.
|
|
|
|
|
|
|
|
c)
|
|
This Option may not be exercised for
a fraction of a share.
|
|
|
|
|
|
|
|
d)
|
|
In
the event of Optionee’s death, disability or other
termination of service as a Director, the exercisability of the
Option is governed by Section 8 of the Plan.
|
|
|
ii)
|
|
Method of Exercise
. This Option shall be
exercisable by written notice, which shall state the election to
exercise the Option and the number of Shares in respect of which
the Option is being exercised. Such written notice, in the form
attached hereto as Exhibit A, shall be signed by the Optionee
and shall be delivered in person or by certified mail to the
Secretary of the Company. The written notice shall be accompanied
by payment of the exercise price.
|
|
4)
|
|
Method of Payment
. Payment of the
exercise price shall be by any of the following, or a combination
thereof, at the election of the Optionee:
|
|
|
i)
|
|
cash;
|
|
|
|
|
|
|
|
ii)
|
|
check; or
|
|
|
|
|
|
|
|
iii)
|
|
surrender of other shares which
(x) in the case of Shares acquired upon exercise of an Option,
have been owned by the Optionee for more than six (6) months
on the date of surrender, and (y) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised; or
|
|
|
|
|
|
|
|
iv)
|
|
delivery of a properly executed
exercise notice together with such other documentation as the
Company and the broker, if applicable, shall require to effect an
exercise of the Option and delivery to the Company of the sale or
loan proceeds required to pay the exercise price.
|
|
5)
|
|
Restrictions on Exercise
. This Op
|
|
