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Exhibit
10.2
UNITED
STATES
TESSERA TECHNOLOGIES,
INC.
FOURTH AMENDED AND
RESTATED 2003 EQUITY INCENTIVE PLAN
STOCK OPTION GRANT NOTICE
AND
STOCK OPTION
AGREEMENT
Tessera Technologies, Inc., a
Delaware corporation (the “ Company ”),
pursuant to its Fourth Amended and Restated 2003 Equity Incentive
Plan (the “ Plan ”), hereby grants to the
holder listed below (“ Participant ”), an
option to purchase the number of shares of the Company’s
common stock, par value $0.001 (“ Stock
”), set forth below (the “ Option
”). This Option is subject to all of the terms and conditions
set forth herein and in the Stock Option Agreement attached hereto
as Exhibit A (the “ Stock Option
Agreement ”) and the Plan, which are incorporated
herein by reference. Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this
Grant Notice and the Stock Option Agreement.
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| Participant: |
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| Grant
Date: |
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| Vesting
Commencement Date: |
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| Exercise
Price per Share: |
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$___________________________________________________________ |
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Total Number of Shares Subject to
the
Option:
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______________________________________________________
Shares |
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| Total
Exercise Price: |
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$___________________________________________________________ |
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| Expiration Date: |
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Type of
Option: ¨ Incentive Stock
Option ¨
Nonstatutory Stock Option
Vesting Schedule: The Option
shall vest and become exercisable according to the following
indicated schedule:
[To be specified in
individual agreements]
By his or her signature, the
Participant agrees to be bound by the terms and conditions of the
Plan, the Stock Option Agreement and this Grant Notice. The
Participant has reviewed the Stock Option Agreement, the Plan and
this Grant Notice in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Grant Notice
and fully understands all provisions of this Grant Notice, the
Stock Option Agreement and the Plan. Participant hereby agrees to
accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions arising
under the Plan or relating to the Option.
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| TESSERA TECHNOLOGIES, INC. |
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PARTICIPANT |
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| By: |
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By: |
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| Print Name: |
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Print Name: |
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| Title: |
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Tax ID: |
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| Address: |
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Address: |
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| Date: |
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Date: |
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EXHIBIT A
TO STOCK OPTION GRANT
NOTICE
STOCK OPTION
AGREEMENT
Pursuant to the Stock Option
Grant Notice (the “ Grant Notice ”) to
which this Stock Option Agreement (this “
Agreement ”) is attached, Tessera Technologies,
Inc., a Delaware corporation (the “ Company
”), has granted to the Participant an option under the
Company’s Fourth Amended and Restated 2003 Equity Incentive
Plan (the “ Plan ”) to purchase the
number of shares of Stock indicated in the Grant Notice.
ARTICLE I.
GENERAL
1.1 Defined Terms .
Wherever the following terms are used in this Agreement they shall
have the meanings specified below, unless the context clearly
indicates otherwise. Capitalized terms not specifically defined
herein shall have the meanings specified in the Plan and the Grant
Notice.
(a) “ Termination
of Consultancy ” shall mean the time when the
engagement of the Participant as a Consultant to the Company or a
Parent or Subsidiary is terminated for any reason, with or without
cause, including, but not by way of limitation, by resignation,
discharge, death or retirement, but excluding:
(i) terminations where there is a simultaneous employment or
continuing employment of the Participant by the Company or any
Parent or Subsidiary, and (ii) terminations where there is a
simultaneous re-establishment of a consulting relationship or
continuing consulting relationship between the Participant and the
Company or any Parent or Subsidiary. The Administrator, in its
absolute discretion, shall determine the effect of all matters and
questions relating to Termination of Consultancy, including, but
not by way of limitation, the question of whether a particular
leave of absence constitutes a Termination of Consultancy.
Notwithstanding any other provision of the Plan, the Company or any
Parent or Subsidiary has an absolute and unrestricted right to
terminate a Consultant’s service at any time for any reason
whatsoever, with or without cause, except to the extent expressly
provided otherwise in writing.
(b) “ Termination
of Directorship ” shall mean the time when the
Participant, if he or she is or becomes a Non-Employee Director,
ceases to be a Director for any reason, including, but not by way
of limitation, a termination by resignation, failure to be elected,
death or retirement. The Board, in its sole and absolute
discretion, shall determine the effect of all matters and questions
relating to Termination of Directorship with respect to
Non-Employee Directors.
(c) “ Termination
of Employment ” shall mean the time when the
employee-employer relationship between the Participant and the
Company or any Parent or Subsidiary is terminated for any reason,
with or without cause, including, but not by way of limitation, a
termination by resignation, discharge, death, disability or
retirement; but excluding: (i) terminations where there is a
simultaneous reemployment or continuing employment of the
Participant by the Company or any Parent or Subsidiary, and
(ii) terminations where there is a simultaneous establishment
of a consulting relationship or continuing consulting relationship
between the Participant and the Company or any Subsidiary. The
Administrator, in its absolute discretion, shall determine the
effect of all matters and questions relating to Termination of
Employment, including, but not by way of limitation, the question
of whether a particular leave of absence constitutes a Termination
of Employment.
A-1
(d) “ Termination
of Services ” shall mean the last to occur of
Participant’s Termination of Consultancy, Termination of
Directorship or Termination of Employment, as
applicable.
1.2 Incorporation of Terms
of Plan . The Option is subject to the terms and conditions of
the Plan which are incorporated herein by reference. In the event
of any inconsistency between the Plan and this Agreement, the terms
of the Plan shall control.
ARTICLE II.
GRANT OF
OPTION
2.1 Grant of Option .
In consideration of the Participant’s past and/or continued
employment with or service to the Company or a Subsidiary and for
other good and valuable consideration, effective as of the Grant
Date set forth in the Grant Notice (the “ Grant
Date ”), the Company irrevocably grants to the
Participant the Option to purchase any part or all of an aggregate
of the number of shares of Stock set forth in the Grant Notice,
upon the terms and conditions set forth in the Plan and this
Agreement. Unless designated as a Nonstatutory Stock Option in the
Grant Notice, the Option shall be an Incentive Stock Option to the
maximum extent permitted by law.
2.2 Exercise Price .
The exercise price of the shares of Stock subject to the Option
shall be as set forth in the Grant Notice, without commission or
other charge; provided , however , that the price per
share of the shares of Stock subject to the Option shall not be
less than 100% of the Fair Market Value of a share of Stock on the
Grant Date. Notwithstanding the foregoing, if this Option is
designated as an Incentive Stock Option and the Participant owns
(within the meaning of Section 424(d) of the Code) more than
10% of the total combined voting power of all classes of stock of
the Company or any “subsidiary corporation” of the
Company or any “parent corporation” of the Company
(each within the meaning of Section 424 of the Code), the
price per share of the shares of Stock subject to the Option shall
not be less than 110% of the Fair Market Value of a share of Stock
on the Grant Date.
2.3 Consideration to the
Company . In consideration of the grant of the Option by the
Company, the Participant agrees to render faithful and efficient
services to the Company or any Parent or Subsidiary. Nothing in the
Plan or this Agreement shall confer upon the Participant any right
to continue in the employ or service of the Company or any Parent
or Subsidiary or shall interfere with or restrict in any way the
rights of the Company and its Parents and Subsidiaries, which
rights are hereby expressly reserved, to discharge or terminate the
services of the Participant at any time for any reason whatsoever,
with or without cause, except to the extent expressly provided
otherwise in a written agreement between the Company or a Parent or
Subsidiary and the Participant.
ARTICLE
III.
PERIOD OF
EXERCISABILITY
3.1 Commencement of
Exercisability .
(a) Subject to Sections 3.2,
3.3, 5.8 and 5.10 hereof, the Option shall become vested and
exercisable in such amounts and at such times as are set forth in
the Grant Notice.
(b) No portion of the Option
which has not become vested and exercisable at the date of the
Participant’s Termination of Employment, Termination of
Directorship or Termination of Consultancy shall thereafter become
vested and exercisable, except as may be otherwise provided by the
Administrator or as set forth in a written agreement between the
Company and the Participant.
A-2
(c) Notwithstanding anything
in this Sections 3.1 hereof, pursuant to Section 13(d) of the
Plan, the Option
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