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INTEGRATED SILICON SOLUTION, INC. 2007 INCENTIVE COMPENSATION PLAN NOTICE OF GRANT OF STOCK OPTION

Option Agreement

INTEGRATED SILICON SOLUTION, INC. 2007 INCENTIVE COMPENSATION PLAN NOTICE OF GRANT OF STOCK OPTION | Document Parties: INTEGRATED SILICON SOLUTION, INC You are currently viewing:
This Option Agreement involves

INTEGRATED SILICON SOLUTION, INC

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Title: INTEGRATED SILICON SOLUTION, INC. 2007 INCENTIVE COMPENSATION PLAN NOTICE OF GRANT OF STOCK OPTION
Governing Law: California     Date: 8/14/2007
Industry: Semiconductors     Sector: Technology

INTEGRATED SILICON SOLUTION, INC. 2007 INCENTIVE COMPENSATION PLAN NOTICE OF GRANT OF STOCK OPTION, Parties: integrated silicon solution  inc
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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:  

 

 
Address:  

 

 
 

 

 

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:

 

Grant Number  

 

 
Date of Grant  

 

 
Vesting Commencement Date  

 

 
Number of Shares Granted  

 

 
Exercise Price per Share  

$

 
Total Exercise Price  

$

 
Type of Option            Incentive Option  
           Non-Statutory Option  
Term/Expiration Date  

 

 

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.

 

OPTIONEE     INTEGRATED SILICON SOLUTION, INC.

 

   

 

Signature     By

 

   

 

Print Name     Title
Address :      

 

     

 

     

 

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 .

(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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