Exhibit 10.16
UTSTARCOM, INC.
2006 EQUITY INCENTIVE
PLAN
STOCK OPTION AWARD
AGREEMENT
DIRECTORS AND
OFFICERS
Unless otherwise defined herein, the
terms defined in the 2006 Equity Incentive Plan (the “
Plan ”) will have the same defined meanings in this
Stock Option Award Agreement (the “ Award Agreement
”).
I.
NOTICE OF STOCK OPTION
GRANT
Name:
Address:
You have been granted an option to
purchase Common Stock of the Company, subject to the terms and
conditions of the Plan and this Award Agreement, as
follows:
|
Grant Number
|
|
|
|
|
|
Date of Grant
|
|
|
|
|
|
Vesting Commencement Date
|
|
|
|
|
|
Exercise Price per Share
|
$
|
|
|
|
|
Total Number of Shares
Granted
|
|
|
|
|
|
Total Exercise Price
|
$
|
|
|
|
|
Type of Option:
|
Incentive Stock Option
|
|
|
|
|
|
Nonstatutory Stock Option
|
|
|
|
|
Term/Expiration Date:
|
|
Vesting Schedule
:
Subject to any acceleration vesting
provisions contained in the Plan or set forth below, this Option
may be exercised, in whole or in part, in accordance with the
following schedule:
[Insert Vesting Schedule
Here]
Termination Period
:
This Option shall be exercisable for
three (3) months after Participant ceases to be a Service
Provider, unless such termination is due to Participant’s
death or Disability or such termination occurs within twelve (12)
months after a Change in Control, 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.
II.
AGREEMENT
A.
Grant of Option.
1.
The Administrator hereby grants to the individual named in the
Notice of Grant attached as Part I of this Agreement (the
“ 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 the terms and conditions of 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 Award Agreement, the terms and conditions of the
Plan will prevail.
2.
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 ”). Further, if for
any reason this Option (or portion thereof) shall not qualify as an
ISO, then, to the extent of such nonqualification, such Option (or
portion thereof) shall be regarded as a NSO granted under the
Plan. In no event shall the Administrator, the Company or any
Parent or Subsidiary or any of their respective employees or
directors have any liability to Participant (or any other person)
due to the failure of the Option to qualify for any reason as an
ISO.
B.
Exercise of
Option.
1.
Right to Exercise . This Option is exercisable during
its term in accordance with the Vesting Schedule set out in the
Notice of Grant and the applicable provisions of the Plan and this
Award Agreement.
2.
Method of Exercise . This Option is exercisable by
delivery of an exercise notice, in the form attached as
Exhibit A (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 and any applicable tax withholding.
2
No Shares will be issued pursuant to
the exercise of this Option unless such issuance and exercise
comply with Applicable Laws. Assuming such compliance, for
income tax purposes the Exercised Shares will be considered
transferred to Participant on the date the Option is exercised with
respect to such Exercised Shares.
C.
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:
1.
cash;
2.
check;
3.
consideration received by the Company under a formal cashless
exercise program adopted by the Company in connection with the
Plan; or
4.
surrender of other Shares which, (a) shall be valued at its
Fair Market Value on the date of exercise, and (b) must be
owned free and clear of any liens, claims, encumbrances or security
interests, if accepting such Shares, in the sole discretion of the
Administrator, shall not result in any adverse accounting
consequences to the Company.
D.
Non-Transferability of
Option. Unless
determined otherwise by the Administrator, this Option may not be
transferred in any manner otherwise than by w
