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Exhibit
10.21
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Magma
Design Automation, Inc. |
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ID: 77-0454924 |
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| Notice of
Grant of Stock Options |
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1650
Technology Drive |
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Option Agreement |
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San Jose,
CA 95110 |
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| [Name] |
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Option
Number: |
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Plan: |
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ID: |
Effective MM/DD/YYYY, you have been
granted a(n) [Non-Qualified Stock Option] [Incentive Stock Option]
to buy x,xxx shares of Magma Design Automation, Inc. (the Company)
stock at $x.xxxx per share.
The total option price of the shares
granted is $xx,xxxx.xx.
Shares in each period will become fully
vested on the date shown.
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Shares
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Vest Type
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Full Vest
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Expiration
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By your signature and the
Company’s signature below, you and the Company agree that
these options are granted under and governed by the terms and
conditions of the Company’s Stock Option Plan as amended and
the Option Agreement, all of which are attached and made a part of
this document.
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| Magma Design
Automation, Inc. |
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Date |
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| [Name of
Optionee] |
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Date |
STOCK OPTION
AGREEMENT
TERMS AND
CONDITIONS
MAGMA DESIGN AUTOMATION,
INC.
2001 Stock Incentive
Plan
THIS STOCK OPTION AGREEMENT
TERMS AND CONDITIONS (the “Stock Option Agreement Terms and
Conditions”), together with the Notice of Stock Option Grant
(the “Notice of Grant”) to which this Stock Option
Agreement Terms and Conditions is attached, constitute the Stock
Option Agreement referred to in the Magma Design Automation, Inc.
2001 Stock Incentive Plan (the “Plan”) with respect to
the option granted to you pursuant to the Notice of Grant (the
“Option”). This Option is intended to be an Incentive
Stock Option or a Nonstatutory Stock Option, as provided in the
Notice of Grant.
The Option evidenced by this
Agreement becomes exercisable [insert vesting schedule] as
summarized in the Notice of Grant. Your rights to exercise the
Option accrue only for the time period you render Service to the
Company following your vesting commencement date. Your vesting
commencement date is [insert vesting date] as set forth in the
Notice of Grant.
The Option expires on the
date shown in the Notice of Grant, but in no event later than the
fifth anniversary of the Date of Grant set forth in the Notice of
Grant. The Option may expire earlier in connection with the
termination of your Service, as described below.
If your Service with the
Company or a Subsidiary terminates for any reason excluding death,
Total and Permanent Disability or Cause (as defined below), this
Option will expire on the date three months after your termination
date. Your “Termination Date” will be the date you are
no longer actively providing Service to the Company.
If your Service with the
Company or a Subsidiary terminates as a result of your Total and
Permanent Disability or death, this Option will expire on the date
six months after your Termination Date.
If your Service with the
Company or a Subsidiary terminates for Cause, this Option will
expire on the date seven days following your Termination Date. For
purposes of this section, “Cause” shall mean
(i) continued failure to perform substantially your duties,
which standard of duties shall be referenced to the standards set
by the Company at the date of this Agreement (other than as a
result of
sickness, accident or similar cause
beyond your reasonable control) after receipt of a written warning
and your being given thirty (30) days to cure the failure;
(ii) willful misconduct or gross negligence, which is
demonstrably injurious to the Company or any of its Subsidiaries,
including without limitation willful or grossly negligent failure
to perform your material duties as an officer or employee of the
Company or any of its Subsidiaries or a material breach of this
Agreement, your employment agreement (if any) or your Proprietary
Information and Inventions Agreement with the Company;
(iii) conviction of or plea of nolo contendere
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