Exhibit 10.2
BROCADE COMMUNICATIONS SYSTEMS,
INC.
2009 STOCK PLAN
STOCK OPTION
AGREEMENT
Termination
Period :
This Option may be exercised for
three months after Optionee ceases to be a Service Provider. Upon
the death or Disability of the Optionee, this Option may be
exercised for one year after Optionee ceases to be a Service
Provider. In no event may this Option be exercised later than the
Term/Expiration Date as provided above.
The Administrator hereby grants to
the Optionee named in the Notice of Grant attached as Part I of
this Agreement 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 22(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 Option 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”).
(a) 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 Option Agreement.
(b) Method of Exercise . This
Option is exercisable by delivery of written or electronic notice
of exercise, in a form provided by the Administrator (the
“Exercise Notice”), 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 the Optionee and delivered to the Stock
Administrator of the Company. The Exercise Notice will be
accompanied by payment of the aggregate Exercise Price (together
with any applicable tax withholdings) as to all Exercised Shares.
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.
No Shares will be issued pursuant to
the exercise of this Option unless such issuance and exercise
complies with Applicable Laws. Assuming such compliance, for income
tax purposes
the Exercised Shares will be considered
transferred to the Optionee on the date the Option is exercised
with
