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WESTELL TECHNOLOGIES,
INC.
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NON-QUALIFIED STOCK
OPTION
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THIS NON-QUALIFIED STOCK OPTION, dated as set forth in the attached
Memorandum is granted by WESTELL TECHNOLOGIES, INC. (the
"Company"), to the Employee as set forth in the attached Memorandum
(the “Employee”) pursuant to the Company's 2004 Stock
Incentive Plan (the "Plan").
The Company hereby grants to the Employee an option to purchase
total shares as set forth in the attached Memorandum of Class A
Common Stock of the Company at an option price per share as set
forth in the attached Memorandum. This option is not intended to
qualify as an “incentive stock option” within the
meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.
This option may be exercised (in the manner described in paragraph
3 hereof) in whole or in part, at any time and from time to time,
subject to the following limitations:
(a) This option may not be exercised to any extent until the first
anniversary of the Date of Grant. This option may be exercised to a
maximum cumulative extent of 20% of the total shares covered hereby
on and after the first anniversary of the Date of Grant; 40% of the
total shares commencing on and after the second anniversary of the
Date of Grant; 60% of the total shares commencing on and after the
third anniversary of the Date of Grant; 80% of the total shares
commencing on and after the fourth anniversary of the Date of
Grant; and shall be fully exercisable on and after the fifth
anniversary of the Date of Grant. In the event that the Employee's
employment with the Company or a subsidiary terminates by reason of
total disability or death prior to the fifth anniversary of the
Date of Grant, then the portion of the option which may be
exercised shall be determined as if the Employee remained an
employee of the Company until the next anniversary of the Date of
Grant.
(b) For these purposes, employment shall be deemed to continue
after termination of full-time employment for any period during
which the Employee remains a part-time employee of the Company or a
consultant to the Company as determined by the sole discretion of
the Stock Incentive Committee.
(c) This option may not be exercise