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Exhibit
10.2
INTEGRATED SILICON
SOLUTION, INC.
2007 INCENTIVE
COMPENSATION PLAN
NOTICE OF GRANT OF STOCK
OPTION
Unless otherwise defined
herein, the terms defined in the 2007 Incentive Compensation Plan
(the “Plan”) will have the same defined meanings in
this Notice of Grant of Stock Option (the “Notice of
Grant”) and Terms and Conditions of Stock Option Grant,
attached hereto as Exhibit A (together, the
“Agreement”).
Optionee has been granted an
option (the “Option”) to purchase Common Stock of the
Corporation, subject to the terms and conditions of the Plan and
this Agreement, as follows:
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| Grant
Number |
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| Date of
Grant |
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| Vesting
Commencement Date |
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| Number of
Shares Granted |
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| Exercise
Price per Share |
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$
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| Total
Exercise Price |
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$
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| Type of
Option |
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Incentive Option |
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Non-Statutory Option |
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| Term/Expiration Date |
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Vesting Schedule
:
Subject to any acceleration
provisions contained in the Plan or set forth below, this Option
will be exercisable, in whole or in part, in accordance with the
following schedule:
[INSERT VESTING
SCHEDULE]
1
Termination Period
:
This Option will be
exercisable for [
] after Optionee ceases to provide Service to the Corporation,
unless such termination is due to Optionee’s death or
Permanent Disability, in which case this Option will be exercisable
for [
] after Optionee ceases to provide Service to the Corporation.
Notwithstanding the foregoing, in no event may this Option be
exercised after the Term/Expiration Date as provided above and may
be subject to earlier termination as provided in Article Two,
Section IV of the Plan.
By Optionee’s signature
and the signature of the Corporation’s representative below,
Optionee and the Corporation agree that this Option is granted
under and governed by the terms and conditions of the Plan and this
Agreement. Optionee has reviewed the Plan and this Agreement in
their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement and fully understands all
provisions of the Plan and Agreement. Optionee hereby agrees to
accept as binding, conclusive and final all decisions or
interpretations of the Plan Administrator upon any questions
relating to the Plan and Agreement. Optionee further agrees to
notify the Corporation upon any change in the residence address
indicated below.
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| OPTIONEE |
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INTEGRATED SILICON SOLUTION, INC. |
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| Signature |
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By |
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| Print
Name |
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Title |
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| Address : |
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2
EXHIBIT
A
TERMS AND CONDITIONS OF
STOCK OPTION GRANT
1. Grant . The
Corporation hereby grants to the Optionee named in the Notice of
Grant (“Optionee”) an option (the “Option”)
to purchase the number of shares of Common Stock, as set forth in
the Notice of Grant, at the exercise price per Share set forth in
the Notice of Grant (the “Exercise Price”), subject to
all of the terms and conditions in this Agreement and the Plan,
which is incorporated herein by reference. Subject to Section V of
Article Six of the Plan, in the event of a conflict between the
terms and conditions of the Plan and the terms and conditions of
this Agreement, the terms and conditions of the Plan will
prevail.
If designated in the Notice
of Grant as an Incentive Option (“ISO”), this Option is
intended to qualify as an Incentive Stock Option as defined in
Section 422 of the Code. However, if this Option is intended
to be an Incentive Stock Option, to the extent that it exceeds the
$100,000 rule of Code Section 422(d) it will be treated as a
Non-Statutory Option (“NSO”). Further, if for any
reason this Option (or portion thereof) will not qualify as an ISO,
then, to the extent of such nonqualification, such Option (or
portion thereof) will be regarded as a NSO granted under the Plan.
In no event will the Plan Administrator, the Corporation or any
Parent or Subsidiary or any of their respective employees or
directors have any liability to Optionee (or any other person) due
to the failure of the Option to qualify for any reason as an
ISO.
2. Vesting Schedule .
Except as provided in Section 3, the Option awarded by this
Agreement will vest in accordance with the vesting provisions set
forth in the Notice of Grant. Shares of Common Stock scheduled to
vest on a certain date or upon the occurrence of a certain
condition will not vest in Optionee in accordance with any of the
provisions of this Agreement, unless Optionee will have provided
continuous Service from the Date of Grant until the date such
vesting occurs.
3. Plan Administrator
Discretion . The Plan Administrator, in its discretion, may
accelerate the vesting of the balance, or some lesser portion of
the balance, of the unvested Option at any time, subject to the
terms of the Plan. If so accelerated, such Option will be
considered as having vested as of the date specified by the Plan
Administrator.
4. Exercise 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
Agreement.
This Option is exercisable by
delivery of an exercise notice, in the form attached as Exhibit
B (the “Exercise Notice”) or in a manner and
pursuant to such procedures as the Plan Administrator may
determine, which will state the election to exercise the Option,
the number of shares of Common Stock in respect of which the Option
is being exercised (the “Exercised Shares of Common
Stock”), and such other representations and agreements as may
be required by the Corporation pursuant to the provisions of the
Plan. The Exercise Notice will be completed by Optionee and
delivered to the Corporation. The Exercise Notice will be
accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares of Common Stock together with any applicable
Withholding Taxes. This Option will be deemed to be exercised upon
receipt by the Corporation of such fully executed Exercise Notice
accompanied by the aggregate Exercise Price.
3
5. Method of Payment .
Payment of the aggregate Exercise Price will be by any of the
following, or a combination thereof, at the election of
Optionee:
(a) cash;
(b) check; or
(c) consideration received by
the Corporation under a formal cashless exercise program adopted by
the Corporation in connection with the Plan.
6. Tax Obligations
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(a) Withholding of
Taxes . Notwithstanding any contrary provision of this
Agreement, no certificate representing the shares of Common Stock
will be issued to Optionee, unless and until satisfactory
arrangements (as determined by the Plan Administrator) will have
been mad
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