Exhibit 10.1
AVANEX CORPORATION
RESTRICTED STOCK
AGREEMENT
Avanex Corporation (the
“Company”) hereby grants you, [NAME] (the
“Grantee”), a grant of Restricted Stock under the
Company’s 1998 Stock Plan (the “Plan”). The date
of this Agreement is [DATE] (the “Grant Date”). Subject
to the provisions of Appendix A (attached) and of the
Plan, the principal features of this grant are as
follows:
|
|
|
|
|
Total Number of
Shares of Restricted Stock:
|
|
[NUMBER]
|
|
|
|
|
Purchase Price
per Share:
|
|
$0.001
|
|
|
|
|
Total Purchase
Price
|
|
$[PRICE]
(payable in past services rendered to the Company)
|
Your signature below indicates your
agreement and understanding that this grant is subject to all of
the terms and conditions contained in this Agreement and the Plan.
PLEASE BE SURE TO READ ALL OF APPENDIX A , WHICH
CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT. YOU
AGREE TO EXECUTE THIS AGREEMENT AS A CONDITION TO RECEIVING ANY
SHARES.
|
|
|
|
|
|
|
|
|
|
|
AVANEX CORPORATION
|
|
|
|
GRANTEE
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Title:
|
|
|
|
|
|
[Name]
|
APPENDIX A
TERMS AND CONDITIONS OF COMMON
STOCK
1. Grant . The Company hereby
grants to the Grantee under the Plan at the per share price of
$0.001, equal to the par value of the Shares (as defined below),
payable in past services rendered to the Company, an award of [
] shares of restricted stock (the “Shares”) on the
Grant Date, subject to all of the terms and conditions in this
Agreement and the Plan.
2. Vesting Schedule . One
hundred percent (100%) of the Shares shall be vested as of the
Grant Date.
3. Representations of Grantee
. Grantee acknowledges that Grantee has received, read and
understood the Plan and this Agreement and agrees to abide by and
be bound by their terms and conditions.
4. Rights as Stockholder .
Neither the Grantee nor any person claiming under or through the
Grantee shall have any of the rights or privileges of a stockholder
of the Company in respect of any Shares deliverable hereunder
unless and until certificates representing such shares shall have
been issued, recorded on the records of the Company or its transfer
agents or registrars, and delivered to the Grantee. After such
issuance, recordation and delivery, the Grantee shall have all the
rights of a stockholder of the Company with respect to voting such
shares and receipt of dividends and distributions on such
Shares.
5. Tax Consultation . Grantee
understands that Grantee may receive tax consequences as a result
of the receipt or disposition of the Shares. Grantee represents
that Grantee has consulted with any tax consultants Grantee deems
advisable in connection with the purchase or disposition of the
Shares and that Grantee is not relying on the Company for any tax
advice.
6. No Effect on Employment or
Service . The Grantee acknowledges and agrees that this
Agreement and the transactions contemplated hereunder do not
constitute an express or implied promise of continued service
o
