Exhibit 10.30
EXPONENT, INC.
2008 EQUITY INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
THIS STOCK OPTION AGREEMENT (the
“Agreement”) dated [GRANT DATE] (“Grant
Date”) between Exponent, Inc., a Delaware corporation (the
“Company”), and [EMPLOYEE NAME]
(“Optionee”), is entered into as follows:
WITNESSETH:
WHEREAS, the Company has established
the 2008 Equity Incentive Plan (the “Plan”);
and
WHEREAS, the Human Resources
Committee of the Board of Directors of the Company or its delegates
(the “Committee”) has determined that Optionee shall be
granted an option under the Plan as hereinafter set
forth;
The parties hereby agree that the
Company grants, effective as of the Grant Date, Optionee a
[Nonstatutory Stock Option] [Incentive Stock Option] (this
“Option”) to purchase [SHARES] shares of its
$0.001 par value Common Stock (the “Shares”) upon the
terms and conditions set forth in this Agreement.
1. Plan Award . This
Option is granted under and pursuant to the Plan and is subject to
each and all of the provisions thereof. If this Option is
designated as an Incentive Stock Option, it is intended to qualify
as an Incentive Stock Option as defined in Section 422 of the
Internal Revenue Code of 1986, as amended, and to the extent this
Option does not qualify as an Incentive Stock Option under
Applicable Laws, then it is intended to be and will be treated as a
Nonstatutory Stock Option. Notwithstanding the above, in the event
that this Option is designated as an Incentive Stock Option and the
Shares subject to this Option (and all other Incentive Stock
Options granted to Optionee by the Company or any Subsidiary,
including under other plans of the Company or any Subsidiary) that
first become exercisable in any calendar year have an aggregate
fair market value (determined for each Share as of the date of
grant of the option covering such Share) in excess of $100,000,
this Option shall be treated as a Nonstatutory Stock Option, in
accordance with Section 9(b) of the Plan.
2. Exercise Price .
The exercise price applicable to this Option (meaning, the price
Optionee must pay in order to purchase any Shares hereunder) shall
be [PRICE] per Share.
3. Vesting and Exercise of
Option . Subject to Optionee’s not experiencing a
Termination of Employment during the following vesting period,
Optionee shall vest in and earn the right to exercise this Option
on the following schedule: [VESTING SCHEDULE]
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4. Expiration . This Option will
expire ten (10) years from the Grant Date, unless sooner
terminated or canceled in accordance with the provisions of the
Plan. This means that (subject to the continuing service
requirement set forth in Section 3 above and subject to
earlier termination upon certain other events as set forth in the
Plan) this Option must be exercised, if at all, on or before
[EXPIRE DATE] (the “Expiration Date”). If this
Option expires on a stock exchange holiday or weekend day, this
Option will expire on the last trading day prior to
the holiday or weekend. Optionee shall be solely responsible for
exercising this Option, if at all, prior to its Expiration Date.
The Company shall have no obligation to notify Optionee of this
Option’s expiration.
5. Exercise Mechanics
. This Option may be exercised by delivering to the Stock Plan
Administrator at the Company’s head office a written or
electronic notice stating the number of Shares as to which the
Option is exercised or by any other method the Committee has
approved. The notice must be accompanied by the payment of the full
Option exercise price of such Shares. Exercise shall not be deemed
to have occurred unless and until Optionee has delivered to the
Company (or its authorized representative) an approved notice of
exercise, full payment of the exercise price for the Shares being
exercised and payment of any applicable withholding taxes in
accordance with Section 8 below. Payment of the Option
exercise price may be (a) in cash (including check or wire
transfer); (b) through an approved cashless-brokered exercise
program; (c) with other shares of the Company’s Common
Stock held by Optionee which have a Fair Market Value on the date
of surrender equal to the aggregate exercise price of the Shares as
to which this Option is being exercised (subject to the
Company’s discretion to withhold approval for such payment
method at any time); or (d) any combination of the foregoing
methods of payment.
6. Termination of
Employment . All rights of Optionee in this Option, to the
extent that it has not previously become vested and been exercised,
shall terminate upon Optionee’s Termination of Employment
except as set forth in this Section 6. The portion of the
Option that relates to any Shares that were unvested and
unexercisable as of the date of Optionee’s Termination of
Employment shall terminate and expire effective immediately upon
such date. With respect to the vested and exercisable portion of
the Option, and subject to the final sentence of this
Section 6:
(i) In the event of
Termination of Employment other than as a result of
Optionee’s death or disability and other than as a result of
Cause, Optionee shall have three (3) months from the date of
such Termination of Employment to exercise the Option as to the
Shares subject to the Option that were vested and exercisable as of
the date of Termination of Employment; provided that if during any
part of such three (3) month period, the Option is not
exercisable because the issuance of the Shares would violate
Applicable Laws, the Option shall remain exercisable until thirty
(30) days after the date the Optionee is notified by the
Company that the Option is exercisable; provided further that if
during any part of such three month period, a sale of the Shares
would subject the Optionee to suit under Section 16(b) of the
Exchange Act, the Option shall remain exercisable until the earlier
to occur of the tenth (10 th ) day following the date on
which a sale of the Shares by the Optionee would no longer be
subject to suit and the one hundred ninetieth (190
th
) day after the
Optionee’s Termination of Employment;
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(ii) In the event of Termination of
Employment as a result of Optionee’s disability (including a
Total and Permanent Disability), Optionee shall have twelve
(12) months to exercise the Option as to the Shares subject to
the Option that were vested and exercisable as of the date of
Termination of Employment;
(iii) In the event of Termination of
Employment as a result of Optionee’s death or in the event of
Optionee’s death within three (3) months following
Optionee’s Termination of Employment, Optionee shall have
twelve (12) months following the Optionee’s death to
exercise the Option as to the Shares subject to the Option that
were vested and exercisable as of the date of death or, if earlier,
the date of Termination of Employment; and
Notwithstanding the above, in no
event may an Option be exercised, even as to vested and otherwise
exercisable Shares, after the Expiration Date set forth in
Section 4 above.
7. Transferability .
This Option generally is not transferable by Optionee otherwise
than by
