Exhibit 10.27
OMNIVISION TECHNOLOGIES, INC.
2007 EQUITY INCENTIVE PLAN
NOTICE OF GRANT OF STOCK OPTION
Unless otherwise
defined herein, the terms defined in the 2007 Equity Incentive 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
“Option Agreement” or the
“Agreement”).
Participant has
been granted the right to receive an Option to purchase Common
Stock of the Company, subject to the terms and conditions of the
Plan and this Agreement, as follows:
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Grant
Number
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Date of
Grant
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Vesting
Commencement Date
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Number of Shares
Granted
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Exercise Price per
Share
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$
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Total Exercise
Price
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$
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Type of
Option
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Incentive Stock Option
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Nonstatutory Stock
Option
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Term/Expiration
Date
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Vesting
Schedule :
Subject to
accelerated vesting as set forth below or in the Plan, this Option
may be exercised, in whole or in part, in accordance with the
following schedule:
One-sixteenth (1/16 th
) of the Shares subject to
the Option shall vest at the end of each quarter after the Vesting
Commencement Date, so that the Option shall be fully exercisable
four years after the Vesting Commencement Date, provided that the
Participant continues to serve as a Service Provider on such
dates.
Termination Period :
This Option
shall be exercisable for forty-five (45) days after Participant
ceases to be a Service Provider, unless such termination is due to
Participant’s death or Disability, in which case this Option
shall be exercisable for twelve (12) months after Participant
ceases to be Service Provider. 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 Section 14(c) of the Plan.
By Participant’s
signature and the signature of the Company’s representative
below, Participant and the Company agree that this Option is
granted under and governed by the terms and conditions of the Plan
and this Agreement. Participant 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.
Participant hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Administrator upon
any questions relating to the Plan and Agreement. Participant
further agrees to notify the Company upon any change in the
residence address indicated below.
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PARTICIPANT
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OMNIVISION
TECHNOLOGIES, INC.
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Signature
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By
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Print Name
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Title
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Address:
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EXHIBIT A
TERMS AND CONDITIONS OF STOCK
OPTION GRANT
1.
Grant . The Company hereby grants to Participant an
option (the “Option”) to purchase the number of Shares,
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 19(c) 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 Stock Option
(“ISO”), this Option is intended to qualify as an
Incentive Stock Option under 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 Nonstatutory Stock Option
(“NSO”).
2.
Vesting Schedule . Except as provided in
Section 3 below, the Option awarded by this Agreement will
vest in accordance with the vesting provisions set forth in the
Notice of Grant. Shares scheduled to vest on a certain date
or upon the occurrence of a certain condition will not vest in
Participant in accordance with any of the provisions of this
Agreement, unless Participant will have been continuously a Service
Provider from the Date of Grant until the date such vesting
occurs.
3.
Administrator Discretion . The 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 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
such other form and manner as determined by the Administrator,
which will state the election to exercise the Option, the number of
Shares in respect of which the Option is being exercised (the
“Exercised Shares”), and such other representations and
agreements as may be required by the Company pursuant to the
provisions of the Plan. The Exercise Notice will be completed
by Participant and delivered to the Company. The Exercise
Notice will be accompanied by payment of the aggregate Exercise
Price as to all Exercised Shares together with any applicable
withholding taxes. This Option will be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate Exercise Price.
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 Participant:
(a)
cash;
(b)
check;
(c)
consideration received by the Company under a formal cashless
exercise program adopted by the Company in connection with the
Plan; or
(d)
surrender of other Shares
which, (i) in the case of Shares acquired from the Company,
either directly or indirectly, have been owned by Participant and
not subject to a substantial risk of forfeiture for more than six
(6) months on the date of surrender, and (ii) have a Fair
Market Value on the date of surrender equal to the aggregate
Exercise Price of the Exercised Shares.
6.
Tax Obligations .
(a)
Withholding of Taxes . Notwithstanding any contrary provision of this
Agreement, no certificate representing the Shares will be issued to
Participant, unless and until satisfactory arrangements (as
determined by the Administrator) will have been made by Participant
with respect to the payment of income, employment and other taxes
which the Company determines must be withheld with respect to such
Shares. To the extent determined appropriate by the Company
in its discretion, it shall have the right (but not the obligation)
to satisfy any tax withholding obligations by reducing the number
of Shares otherwise deliverable to Participant. If
Participant fails to make satisfactory arrangements for the payment
of any required tax withholding obligations hereunder at the time
of the Option exercise, Participant acknowledges and agrees that the
Company may refuse to honor the exercise and refuse to deliver
Shares if such withholding amounts are not delivere
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