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SPANS LOGIC INC. 2004 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT

Stock Option Agreement

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SPANS LOGIC INC

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Title: SPANS LOGIC INC. 2004 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT
Governing Law: California     Date: 4/24/2007
Industry: Computer Peripherals     Sector: Technology

SPANS LOGIC INC. 2004 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT, Parties: spans logic inc
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EXHIBIT 99.2

No.                     

SPANS LOGIC INC.

2004 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

This Stock Option Agreement (the “ Agreement ”) is made and entered into as of the date of grant set forth below (the “ Date of Grant ”) by and between Spans Logic Inc., a Delaware corporation (the “ Company ”), and the participant named below (the “ Participant ”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2004 Equity Incentive Plan (the “ Plan ”).

 

 

 

 

 

 

 

 

 

Participant:

    

 

  

 

 

 

 

Social Security Number:

    

 

  

 

 

 

 

Address:

    

 

  

 

 

 

 

 

    

 

  

 

 

 

 

Total Option Shares:

    

 

  

 

 

 

 

Exercise Price Per Share:

    

 

  

 

 

 

 

Date of Grant:

    

 

  

 

 

 

 

First Vesting Date:

    

 

  

 

 

 

 

Expiration Date:

    

 

  

 

 

    

(unless earlier terminated under Section 5.6 of the Plan)

  

 

 

 

 

Classification of Optionee

    

¨   Exempt Employee

  

 

 

 

 

 

    

¨   Nonexempt Employee

  

 

 

 

 

Type of Stock Option

    

 

  

 

(Check one):

    

¨   Incentive Stock Option

  

 

 

 

 

 

    

¨   Nonqualified Stock Option

  

 

1. Grant of Option . The Company hereby grants to Participant an option (this “ Option ”) to purchase the total number of shares of Common Stock, $0.0001 par value, of the Company set forth above as Total Option Shares (the “ Shares ”) at the Exercise Price Per Share set forth above (the “ Exercise Price ”), subject to all of the terms and conditions of this Agreement and the Plan. If designated as an Incentive Stock Option above, the Option is intended to qualify as an “incentive stock option” (the “ ISO ”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”).

2. Exercise Period .

2.1 Exercise Period of Option . This Option is immediately exercisable although the Shares issued upon exercise of the Option will be subject to the restrictions on


transfer and Repurchase Options set forth in Sections 7, 8 and 9 below. Provided Participant continues to provide services to the Company or to any Parent or Subsidiary of the Company, the Shares issuable upon exercise of this Option will become vested with respect to twenty-five percent (25%) of the Shares on the First Vesting Date set forth on the first page of this Agreement (the “First Vesting Date” ) and thereafter at the end of each full succeeding month after the First Vesting Date an additional 2.08333% of the Shares will become vested until the Shares are vested with respect to one hundred percent (100%) of the Shares. If application of the vesting percentage causes a fractional share, such share shall be rounded down to the nearest whole share for each month except for the last month in such vesting period, at the end of which last month this Option shall become vested for the full remainder of the Shares. Unvested Shares may not be sold or otherwise transferred by Participant without the Company’s prior written consent. Notwithstanding any provision in the Plan or this Agreement to the contrary, Options for Unvested Shares (as defined in Section 2.2 of this Agreement) will not be exercisable on or after Participant’s Termination Date.

2.2 Vesting of Options . Shares that are vested pursuant to the schedule set forth in Section 2.1 are “ Vested Shares . Shares that are not vested pursuant to the schedule set forth in Section 2.1 are Unvested Shares .

2.3 Expiration . The Option shall expire on the Expiration Date set forth above or earlier as provided in Section 3 below or pursuant to Section 5.6 of the Plan.

3. Termination .

3.1 Termination for Any Reason Except Death, Disability or Cause . If Participant is Terminated for any reason, except death, Disability or for Cause, the Option, to the extent (and only to the extent) that it would have been exercisable by Participant on the Termination Date, may be exercised by Participant no later than three (3) months after the Termination Date, but in any event no later than the Expiration Date.

3.2 Termination Because of Death or Disability . If Participant is Terminated because of death or Disability of Participant (or Participant dies within three (3) months of Termination when Termination is for any reason other than Participant’s Disability or for Cause), the Option, to the extent that it is exercisable by Participant on the Termination Date, may be exercised by Participant (or Participant’s legal representative) no later than twelve (12) months after the Termination Date, but in any event no later than the Expiration Date. Any exercise beyond (i) three (3) months after the Termination Date when the Termination is for any reason other than the Participant’s death or disability, within the meaning of Section 22(e)(3) of the Code; or (ii) twelve (12) months after the Termination Date when the termination is for Participant’s disability, within the meaning of Section 22(e)(3) of the Code, is deemed to be an NQSO.

3.3 Termination for Cause . If the Participant is terminated for Cause, the Participant may exercise such Participant’s Options, but not to an extent greater than such Options are exercisable as to Vested Shares upon the Termination Date and Participant’s Options shall expire on such Participant’s Termination Date, or at such later time and on such conditions as are determined by the Committee.


3.4 No Obligation to Employ . Nothing in the Plan or this Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Company or any Parent or Subsidiary of the Company, or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Participant’s employment or other relationship at any time, with or without Cause.

4. Manner of Exercise .

4.1 Stock Option Exercise Agreement . To exercise this Option, Participant (or in the case of exercise after Participant’s death or incapacity, Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A , or in such other form as may be approved by the Committee from time to time (the “ Exercise Agreement ”), which shall set forth, inter alia , (i) Participant’s election to exercise the Option, (ii) the number of Shares being purchased, (iii) any restrictions imposed on the Shares and (iv) any representations, warranties and agreements regarding Participant’s investment intent and access to information as may be required by the Company to comply with applicable securities laws. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option and such person shall be subject to all of the restrictions contained herein as if such person were the Participant.

4.2 Limitations on Exercise . The Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the date of exercise. The Option may not be exercised as to fewer than one hundred (100) Shares unless it is exercised as to all Shares as to which the Option is then exercisable.

4.3 Payment . The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the shares being purchased in cash (by check), or where permitted by law:

(a) by cancellation of indebtedness of the Company to the Participant;

(b) by surrender of shares of the Company’s Common Stock that (i) either (A) have been owned by Participant for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (B) were obtained by Participant in the open public market; and (ii) are clear of all liens, claims, encumbrances or security interests;

(c) by waiver of compensation due or accrued to Participant for services rendered;

(d) provided that a public market for the Company’s stock exists: (i) through a “same day sale” commitment from Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an “ NASD Dealer ”) whereby Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay for the total Exercise Price and whereby the NASD Dealer irrevocably commits


upon receipt of such Shares to forward the total Exercise Price directly to the Company, or (ii) through a “margin” commitment from Participant and an NASD Dealer whereby Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or

(e) any other form of consideration approved by the Committee; or

(f) by any combination of the foregoing.

4.4 Tax Withholding . Prior to the issuance of the Shares upon exercise of the Option, Participant must pay or provide for any applicable federal, state and local withholding obligations of the Company. If the Committee permits, Participant may provide for payment of withholding taxes upon exercise of the Option by requesting that the Company retain the minimum number of Shares with a Fair Market Value equal to the minimum amount of taxes required to be withheld; but in no event will the Company withhold Shares if such withholding would result in adverse accounting consequences to the Company. In such case, the Company shall issue the net number of Shares to the Participant by deducting the Shares retained from the Shares issuable upon exercise.

4.5 Issuance of Shares . Provided that the Exercise Agreement and payment are in form and substan


 
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