GIGOPTIX, INC.
2008 EQUITY INCENTIVE
PLAN
Form of Nonstatutory Stock
Option
This certificate evidences a nonstatutory stock
option (this “Stock Option”) granted by GigOptix, Inc.,
a Delaware corporation (the “ Company
”), on [________] to [____________] (the "
Participant ") pursuant to the Company's 2008 Equity
Incentive Plan (as from time to time in effect, the " Plan
"). Under this Stock Option, the Participant may
purchase, in whole or in part, on the terms herein provided, a
total of [___] shares of common stock of the Company (the "
Shares ") at $[_____] per Share. The latest date
on which this Stock Option, or any part thereof, may be exercised
is [_________](the " Final Exercise Date "). The
Stock Option evidenced by this certificate is intended to be, and
is hereby designated, a nonstatutory option, that is, an option
that does not qualify as an incentive stock option as
defined in section 422 of the Internal Revenue Code of 1986, as
amended from time to time (the " Code "). Unless
otherwise defined in this Stock Option, the terms used in this
Stock Option shall have the meaning defined in the Plan.
This Stock Option is exercisable in the
following cumulative installments prior to the Final Exercise
Date:
[_______] Shares on and after
[___________________, 20__];
an additional [_______] Shares on
and after [___________________, 20__]; and
an additional [_______] Shares on
and after [___________________, 20__].
/ etc. /
Notwithstanding
the foregoing, upon termination of the Participant's relationship
with the Company, any portion of this Stock Option that is not then
exercisable will promptly expire and the remainder of this Stock
Option will remain exercisable for three months; provided ,
that any portion of this Stock Option held by the Participant
immediately prior to the Participant's death, to the extent then
exercisable, will remain exercisable for one year following the
Participant's death; and further provided , that in no event
shall any portion of this Stock Option be exercisable after the
Final Exercise Date.
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Exercise of
Stock Option.
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Each election to exercise this Stock Option
shall be in writing in the form attached hereto, signed by the
Participant or the Participant's executor, administrator, or
legally appointed representative (in the event of the
Participant’s incapacity) or the person or persons to whom
this Stock Option is transferred by will or the applicable laws of
descent and distribution (collectively, the " Option Holder
"), and received by the Company at its principal office,
accompanied by this certificate and payment in full as provided in
the Plan. Subject to the further terms and conditions
provided in the Plan, the purchase price may be paid as
follows: (i) by delivery of cash or check acceptable to
the Administrator; (ii) through a broker-assisted exercise program
acceptable to the Administrator; (iii) at the discretion of the
Administrator on a case by case basis, by “cashless
exercise” (as described in question 9 of the “2008
Equity Incentive Plan – Plan Summary and Prospectus”);
or (iv) through any combination of the foregoing. In the
event that this Stock Option is exercised by an Option Holder other
than the Participant, the Company will be under no obligation to
deliver Shares hereunder unless and until it is satisfied as to the
authority of the Option Holder to exercise this Stock
Option.
The person exercising this Stock Option shall
notify the Company when making any disposition of the Shares
acquired upon exercise of this Stock Option, whether by sale, gift
or otherwise.
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Restrictions
on Transfer of Shares.
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If at the time this Stock Option is exercised
the Company or any of its shareholders is a party t
