Exhibit 10.1
ARRIS
GROUP, INC.
PLAN
NONQUALIFIED STOCK OPTION
Participant:
No. of Shares subject to
Nonqualified Stock Option:
Exercise Price:
THIS NONQUALIFIED STOCK OPTION (this
“Option”) dated as of the ___ day of
, 20___, is made by ARRIS Group, Inc., a Delaware corporation (the
“Company”), to the participant named above (the
“Participant”), pursuant and subject to the provisions
of the plan referenced above (the “Plan”). All terms
used herein that are defined in the Plan have the same meaning
given them in the Plan. Paragraph 21 of this Option provides
definitions of additional terms used herein.
1.
Grant of Option . Pursuant to the Plan, the Company, on
, 20___ (the “Date of Grant”), granted to the
Participant, subject to the terms and conditions of the Plan and
subject further to the terms and conditions set forth herein, the
right and option to purchase from the Company all or any part of
the number of shares of the common stock of the Company, par value
$0.01 per share (“Shares”), set forth above, at the
exercise price per Share set forth above. Such price per Share is
not less than the Fair Market Value of a Share on the Date of
Grant. This Option is exercisable as hereinafter provided.
2.
Terms and Conditions . This Option is subject to the
following terms and conditions:
(a)
Expiration Date . This Option shall expire at
11:59 p.m. on
___, 20___ (the “Expiration Date”) or such earlier time
as set forth in paragraphs 3, 4, 5 or 6 of this Option.
(b) Exercise
of Option . Except as provided in the Plan and in paragraphs 3,
4, 5 or 6 of this Option, this Option shall become exercisable
(“Vest”) at the time or times set forth on
Exhibit A attached hereto. If a Participant ceases to
be employed by the Company or any Affiliate for any reason (except
as may be provided on Exhibit A), all Options that are not
then Vested shall be forfeited, without any payment whatsoever to
the Participant. Once this Option has become exercisable, it shall
continue to be exercisable until the earlier of the termination of
the Participant’s rights hereunder pursuant to paragraphs 3,
4, 5 or 6 of this Option or until the Expiration Date. A partial
exercise of this Option shall not affect the Participant’s
right to exercise the Option with respect to the remaining Shares,
subject to the conditions of the Plan and this Option.
(c) Method
of Exercise and Payment for Shares . This Option shall be
exercised by delivering written notice of exercise to the attention
of the Company’s Secretary at the Company’s address
specified in paragraph 14 below. The exercise date shall be the
date of delivery of the notice of exercise. Such notice must be
accompanied by payment of
the Option
price and any applicable income and employment tax withholding
obligations in full. The Participant may pay part or all of the
Option price and any applicable withholdings (i) in cash,
(ii) by certified or bank cashier’s check, (iii) by
surrendering Shares to the Company that the Participant already
owns, (iv) by a cashless exercise through a broker, (v) by any
other method the Committee authorizes (which can include net
exercises) or (vi) by any combination of the aforementioned
methods of payment. If Shares are used to pay part or all of the
Option price, the sum of the cash and cash equivalent and the Fair
Market Value (determined as of the day preceding the date of
exercise) of the Shares surrendered must not be less than the
Option price of the Shares for which the Option is being
exercised.
(d)
Transferability . This Option is non-transferable by will or
the laws of descent and distribution. During the
Participant’s lifetime only the Participant may exercise this
Option. No right or interest of the Participant in this Option
shall be liable for, or subject to, any lien, obligation or
liability of the Participant.
3.
Exercise in the Event of Death . This Option shall be
exercisable for all or part of the number of Shares that the
Participant is entitled to purchase pursuant to paragraph 2(b) as
of the date of the Participant’s death, reduced by the number
of Shares for which the Participant previously exercised the
Option, in the event the Participant dies while employed by the
Company or any Affiliate and prior to the Expiration Date and the
termination of the Participant’s rights under paragraphs 4, 5
or 6 of this Option. In that event, this Option may be exercised by
the Participant’s estate, or the person or persons to whom
his rights under this Option shall pass by will or the laws of
descent and distribution, for the remainder of the period preceding
the Expiration Date or within one year of the date the Participant
dies, whichever period is shorter.
4.
Exercise in the Event of Disability . This Option shall be
exercisable for all or part of the number of Shares that the
Participant is entitled to purchase pursuant to paragraph 2(b) as
of the date the Participant becomes Disabled, reduced by the number
of Shares for which the Participant previously exercised the
Option, if the Participant becomes Disabled while employed by the
Company or any Affiliate and prior to the Expiration Date and the
termination of the Participant’s rights under paragraphs 3, 5
or 6 of this Option. In that event, the Participant may exercise
this Option for the remainder of the period preceding the
Expiration Date or within one year of the date he ceases to be
employed by the Company or any Affiliate on account of being
Disabled, whichever period is shorter.
5.
Exercise After Termination of Employment . This Option shall
be exercisable for all or part of the number of Shares that the
Participant is entitled to purchase pursuant to paragraph 2(b) as
of the date the Participant ceases to be employed by the Company or
any Affiliate, reduced by the number of Shares for which the
Participant previously exercised the Option, if the Participant
ceases to be employed by the Company or any Affiliate other than on
account of death, becoming Disabled or being terminated by the
Company or any Affiliate for Cause prior to the Expiration Date and
the termination of the Participant’s rights under paragraphs
3, 4 or 6 of this Option. In that event, the Participant may
exercise this Option for the remainder of the period preceding the
Expiration Date or until the date that is three months after the
date he ceases to be employed by the Company or any Affiliate,
whichever period is shorter.
2
6.
Termination of Employment for Cause . Notwithstanding any
other provision of this Option, all rights hereunder will be
immediately discontinued and forfeited, and the Company shall not
have any further obligation hereunder to the Participant and this
Option will not be exercisable for any number of Shares (even if
the Option previously became exercisable), on and after the time
the Participant is discharged from employment with the Company or
any Affiliate for Cause.
7.
Securities Law Restrictions .
(a) Notwithstanding any other provision of this Option, the
Option shall not be exercisable and no shares of Common Stock shall
be issued, except in compliance with all applicable federal and
state laws and regulations (including, without limitation,
withholding tax requirements), any listing agreement to which the
Company is a party, and the rules of all domestic stock exchanges
on which the Company’s Shares may be listed. The Company
shall have the right to rely on an opinion of its counsel as to
such compliance. Any stock certificate evidencing Shares issued
pursuant to the Option may bear such legends and statements as the
Committee may deem advisable to assure compliance with federal and
state laws and regulations and to reflect any other restrictions
applicable to such shares as the Committee otherwise deems
appropriate. The Option shall not be exercisable and no shares of
Common Stock shall be issued until the Company has obtained such
consent or approval as the Committee may deem advisable from
regulatory bodies having jurisdiction over such matters.
(b) Notwithstanding any other provision of this Option, the
Committee may postpone the exercise of the Option for such time as
the Committee in its sole discretion may deem necessary in order to
permit the Company (i) to effect, amend or maintain any
necessary registration of the Plan or the Shares issuable pursuant
to the Option under the securities laws; (ii) to take any
action in order to (A) list such Shares on a stock exchange if
the Shares are not then listed on such exchange or (B) comply
with restrictions or regulations incident to the maintenance of a
public market for its Shares, including any rules or regulations of
any stock exchange on which the Shares are listed; (iii) to
determine that such Shares in the Plan are exempt from such
registration or that no action of the kind referred to in (ii)(B)
above needs to be taken; (iv) to comply with any other
applicable law, including without limitation, securities laws;
(v) to comply with any legal or contractual requirements
during any such time the Company or any Affiliate is prohibited
from doing any of such acts under applicable law, including without
limitation, during the course of an investigation of the Company or
any Affiliate, or under any contract, loan Option or covenant or
other Option to which the Company or any Affiliate is a party or
(vi) to otherwise comply with any prohibition on such acts or
payments during any applicable blackout period; and the Company
shall not be obligated by virtue of any terms and conditions of the
Option or any pro
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