Exhibit 4.7
TRANSWITCH CORPORATION
2008 EQUITY INCENTIVE PLAN
NOTICE OF STOCK NON-QUALIFIED OPTION AWARD TO
DIRECTOR
Unless
otherwise defined herein, the terms defined in the 2008 Equity
Incentive Plan (the “
Plan ”)
shall have the same defined meanings in this Notice of
Non-Qualified Stock Option Award to Director and the attached Stock
Option Award Terms, which is incorporated herein by reference
(together, the “
Award Agreement ”).
Participant (the
“Participant” )
«Name»
Grant
The
undersigned Participant has been granted an Option to purchase
Common Stock of TranSwitch Corporation (the “
Company ”),
subject to the terms and conditions of the Plan and this Award
Agreement, as follows:
|
Date of Grant
|
«Grant_Date»
|
Total Number of Shares Granted
|
«Shares_Granted»
|
| |
|
|
|
|
Vesting Commencement Date
|
«Vesting_Date»
|
Type of Option
|
¨
Incentive
Stock Option
|
| |
|
|
|
|
Exercise Price per Share
|
$
«Exercise_Price»
|
|
x
Non-Statutory
Stock Option
|
| |
|
|
|
|
Total Exercise Price
|
$
«Total_Exercise_Price»
|
Term/Expiration Date
|
«Expiration_Date»
|
Vesting Schedule :
This
Option shall be exercisable, in whole or in part, according to
the following vesting schedule:
|
Number of Months (or years) of Service
|
|
% of Grant (or # of Shares) Vested
|
| |
|
|
| |
|
|
| |
|
|
Vesting
of this Option shall cease upon termination of the
Participant’s relationship with the Company or its
Subsidiaries as a director (the “
Business Relationship ”).
|
Participant
|
|
Company
|
| |
|
|
| |
|
|
|
Signature
|
|
By
|
| |
|
|
| |
|
|
|
Print
Name
|
|
Title
|
| |
|
|
| |
|
|
| |
|
|
|
Residence
Address
|
|
|
TRANSWITCH CORPORATION
STOCK OPTION
AWARD TERMS
| |
1.
|
Grant of Option .
The Board of Directors of the Company (the “
Board ”)
hereby grants to the Participant named in the Notice of
Non-Qualified Stock Option Award to Director (the “
Notice ”)
an option (the “
Option ”)
to purchase the number of Shares set forth in the Notice, at the
exercise price per Share set forth in the Notice (the
“
Exercise Price ”),
and subject to the terms and conditions of the Plan, which is
incorporated herein by reference. In the event of a conflict
between the terms and conditions of the Plan and this Award
Agreement, the terms and conditions of the Plan shall
prevail.
|
This
option shall be treated for federal income tax purposes as a
Non-Qualified Option (“
NSO ”)
(rather than an incentive stock option).
| |
i.
|
Right to Exercise .
This Option may be exercised during its term in accordance with the
Vesting Schedule set out in the Notice and with the applicable
provisions of the Plan and this Award Agreement.
|
| |
ii.
|
Method of Exercise .
This Option shall be exercisable by delivery of an exercise notice
in the form attached as
Exhibit A (the
“
Exercise Notice ”)
which shall state the election to exercise the Option, the number
of Shares with respect to which the Option is being exercised (the
“
Exercised Shares ”),
and such other representations and agreements as may be required by
the Company. The Exercise Notice shall be accompanied by payment of
the aggregate Exercise Price as to all Exercised Shares. This
Option shall be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by payment of
the aggregate Exercise Price.
|
No
Shares shall be issued pursuant to the exercise of an Option
unless such issuance and such exercise complies with
applicable laws. Assuming such compliance, for income tax
purposes the Shares shall be considered transferred to the
Participant on the date on which the Option is exercised with
respect to such Shares.
| |
3.
|
Termination .
If the Participant’s Business Relationship with the Company
is terminated, other than by reason of the Participant’s
death, disability or if the Business Relationship is terminated by
the Company for “Cause”, this Option shall terminate on
the Term/Expiration Date. If the Business Relationship is
terminated by the Company for “Cause”, the Option shall
terminate immediately. Upon Participant’s death or
disability, this Option may be exercised for six (6) months after
the Business Relationship ceases. In no event may Participant
exercise this Option after the Term/Expiration Date as provided
above.
|
“Cause”
shall mean conduct involving one or more of the following: (i)
the substantial and continuing failure of the Participant,
after notice thereof, to render services to the Company in
accordance with the terms or requirements of the
Participant’s Business Relationship with the Company;
(ii) disloyalty, gross negligence, willful misconduct,
dishonesty or breach of fiduciary duty to the Company;
(iii) the commission of an act of embezzlement or fraud;
(iv) deliberate disregard of the rules or policies of the
Company which results in direct or indirect loss, damage or
injury to the Company; (v) the unauthorized disclosure of
any trade secret or confidential information of the Company;
or (vi) the commission of an act which constitutes unfair
competition with the Company or which induces any customer or
supplier to break a contract with the Company.
| |
4.
|
Lock-Up Period .
Participant hereby agrees that, if so requested by the Company or
any representative of the underwriters (the “
Managing Underwriter ”)
in connection with any registration of the offering of any
securities of the Company under the Securities Act, Participant
shall not sell or otherwise transfer any Shares or other securities
of the Company during the 180-day period (or such other period as
may be requested in writing by the Managing Underwriter and agreed
to in writing by the Company) (the “
Market Standoff Period ”)
following the effective date of a registration statement of the
Company filed under the Securities Act. The Company may impose
stop-transfer instructions with respect to securities
subje
|
|
