Exhibit 4.4
ANADIGICS, INC.
SHARE OPTION
AGREEMENT
AGREEMENT, made and entered into on
the date set forth on Exhibit A attached hereto (“Exhibit
A”) by and between ANADIGICS, Inc. (the
“Company”) and the person designated as the Optionee on
Exhibit A hereto (the “Optionee”).
WHEREAS, the Optionee has entered into an
Employment Agreement with the Company dated January 15, 2009
(the “Employment Agreement”);
NOW, THEREFORE, in consideration of
the premises and mutual covenants contained herein, and for the
good and valuable consideration, the Company and the Optionee agree
as follows:
(a)
Grant . Pursuant to the provisions of the
Employment Agreement the terms of which are incorporated herein by
reference, the Company hereby grants to the Optionee the right and
option (the “Option”) to purchase the number of shares
of common stock ($.0l par value) of the Company (the
“Shares”) indicated on Exhibit A hereto. The
Option is granted as of the date designated the “date of
grant” on Exhibit A hereto (the “Date of Grant”)
and such grant is subject to the terms and conditions
herein. Such Option shall not be treated as an incentive
stock option under Section 422 of the Internal Revenue Code of
1986, as amended.
(b)
Purchase Price . Except as otherwise provided in
paragraph (h) below, the purchase price of each Share
subject to the Option shall be the amount designated the
“option price per share” on Exhibit A hereto (the
“Option Price”) payable in full upon exercise of the
Option.
(c)
Term of Option . The Option may be exercised only
during the period commencing on the Date of Grant and continuing
through 10 years from the date of grant (the “Option
Period”). The Optionee’s exercise rights
during the Option Period shall be subject to limitations as
hereinafter provided and shall be subject to sooner termination in
the event of death, disability or other termination of employment,
as provided below. At the end of the Option Period or,
if earlier, the termination of the period of exercisability as
provided in paragraph (e), below, the Option shall
terminate.
(d)
Exercisability . Except as otherwise provided in paragraph
(e), below, the Option shall become exercisable and the Optionee
shall be entitled to exercise the Option at the time or times set
forth in Exhibit A hereto.
(e)
Termination .
(i) (A)
Death or Disability . In the event the
Optionee’s employment with the Company is terminated pursuant
to Section VI.A of the Optionee’s Employment Agreement, all
of his Options shall become fully exercisable at the time of such
termination and may be exercised by the estate or other legal
representative of the Optionee during the period ending three
months following the month in which the Optionee’s
termination occurs (but not beyond the Option Period).
(B)
Death after Service . In the event the Optionee
dies after termination of his employment with the Company for any
of the reasons described in paragraph (e)(i) - (iii), hereof, at a
time when all or a portion of the Option remains exercisable, the
estate or other legal representative of the Optionee shall be
entitled, during the period ending ninety (90) days following
the date of the Optionee’s death (but not beyond the Option
Period), to exercise that percentage of the Option that the
Optionee could have exercised immediately prior to his
death.
(ii)
Termination For Cause or Resignation Not for Good Reason
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