Exhibit 10.3
Notice of Grant of Stock Option
and
Terms and Conditions of Employee Stock Option
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Grantee: Neil Dial
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Plan:
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2004
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Effective September 29, 2008 (the
“Award Date”), you (the “Grantee”) have
been granted a nonqualified stock option (the “Option”)
to buy 250,000 shares of Common Stock of Power-One, Inc. (the
“Corporation”) at a price of $1.23 per share
(the “Exercise Price”).
The aggregate Exercise Price of the shares
subject to the Option is $307,500.00
The Option will become vested as to 100% of the
total number of shares of Common Stock subject to the Option on
September 29, 2012 (i.e. the fourth anniversary of the
Award Date). The Option will vest earlier pursuant to the
following terms and circumstances:
·
Target Price #1- this target
is reached when the average closing price of Power-One Common Stock
(measured during a period of any 20 out of 30 consecutive
trading days that occur at any time starting 90 days before
the first anniversary of the Award Date) is equal to or greater
than 175% of the Exercise Price of the option.
·
Target Price #2- this target
is reached when the average closing price of Power-One Common
Stock (measured during a period of any 20 out of 30
consecutive trading days that occur at any time starting
90 days before the second anniversary of the Award Date) is
equal to or greater than 275% of the Exercise Price of the
option.
·
First Accelerated Vesting Date
- this vesting will occur seven days after Target
Price #1 has been reached, except that in no event will this
vesting be effective prior to the first anniversary of the Award
Date. At this First Accelerated Vesting, the option vests
for 50% of the total options granted.
·
Second Accelerated Vesting Date
- this vesting will occur seven days after Target Price #2
has been reached, except that in no event will this vesting be
effective prior to the second anniversary of the Award Date.
At this Second Accelerated Vesting, the option vests for 50%
of the total options granted.
·
Once a given Target Price
(#1 and #2) is first reached, the vesting
acceleration will occur on the applicable Accelerated Vesting Date
noted. Once vesting has occurred after reaching the
applicable Target Price and Accelerated Vesting Date, subsequent
changes in the Corporation’s stock price will not change the
vested status of the options.
The Grantee is also a party to the
Corporation’s applicable Change in Control Agreement, which
provides for accelerated vesting of the shares of Common Stock
subject to the Option under the circumstances provided
therein.
The Option will expire on the tenth anniversary
of the Award Date (the “Expiration Date”).
In all cases, the Option is subject to early
termination under Section 5 of the Terms (as defined below and
attached hereto) and Section 7.4 of the Plan (as defined
below). The Option and applicable performance targets are
subject to adjustment pursuant to Section 7.1 of the
Plan.
By your signature and the Corporation’s
signature below, you and the Corporation agree that the Option is
granted under and governed by the terms and conditions of the
Corporation’s 2004 Stock Incentive Plan (the
“Plan”), and the Terms and Conditions of Employee
Nonqualified Stock Option (the “Terms”), which are
attached and incorporated herein by this reference. This
Notice of Grant of Stock Option, together with the Terms, will be
referred to as your Option Agreement. The Option has been
granted to you in addition to, and not in lieu of, any other form
of compensation otherwise payable or to be paid to you.
Capitalized terms are defined in the Plan if not defined herein or
in the Terms. You acknowledge receipt of a copy of the Terms,
the Plan and the Prospectus for the Plan.
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/s/ Richard J. Thompson
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September 29, 2008
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Power-One, Inc.
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Date
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/s/ Neil Dial
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September 29, 2008
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Grantee
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Date
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Senior Executive 2004 Plan with
accelaration
Executive Stock Option Award
with Acceleration
POWER-ONE, INC.
2004 STOCK INCENTIVE PLAN
TERMS AND CONDITIONS OF EMPLOYEE
NONQUALIFIED STOCK OPTION
1.
General
.
These Terms and Conditions of this
Nonqualified Stock Option (these “ Terms ”)
apply to a particular stock option (the “ Option
”) if incorporated by reference in the Notice of Grant of
Stock Option (the “ Grant Notice ”)
corresponding to that particular grant. The recipient of the
Option identified in the Grant Notice is referred to as the “
Grantee .” The per share exercise price of the
Option as set forth in the Grant Notice is referred to as the
“ Exercise Price .” The effective date of
grant of the Option as set forth in the Grant Notice is referred to
as the “ Award Date .” The exercise price
and the number of shares covered by the Option are subject to
adjustment under Section 7.1 of the Plan.
The Option was granted under and
subject to the Power-One, Inc. 2004 Stock Incentive Plan (the
“ Plan ”). Capitalized terms are defined
in the Plan if not defined herein. The Option has been
granted to the Grantee in addition to, and not in lieu of, any
other form of compensation otherwise payable or to be paid to the
Grantee. The Grant Notice and these Terms are collectively
referred to as the “Option Agreement” applicable to the
Option.
2.
Vesting; Limits on Exercise;
Incentive Stock Option Status .
The Option shall vest and become
exercisable in percentage installments of the aggregate number of
shares subject to the Option as set forth on the Grant
Notice. The Option may be exercised only to the extent the
Option is vested and exercisable.
·
Cumulative
Exercisability . To
the extent that the Option is vested and exercisable, the Grantee
has the right to exercise the Option (to the extent not previously
exercised), and such right shall continue, until the expiration or
earlier termination of the Option.
·
No Fractional Shares
. Fractional share interests
shall be disregarded, but may be cumulated.
·
Minimum Exercise
. No fewer than 100 shares of
Common Stock (subject to adjustment under Section 7.1 of the
Plan) may be purchased at any one time, unless the number purchased
is the total number at the time exercisable under the
Option.
·
Nonqualified Stock
Option . The Option
is a nonqualified stock option and is not, and shall not be, an
incentive stock option within the meaning of Section 422 of
the Code.
3.
Continuance of Employment
Required; No Employment/Service Commitment
.
Except for any vesting in connection
with the Grantee’s termination of employment or other vesting
event pursuant to the terms of an applicable employment agreement
(if any) with the Corporation entered into on or prior to the date
hereof (as it may be amended from time to time, the “
Employment Agreement ”) or the Corporation’s
applicable Change in Control
2004 Plan Employee Stock Option Terms and
Conditions
1
Executive Stock Option Award
with Acceleratio
