Exhibit 10.62
PROXIM CORPORATION
1999 PROXIM CORPORATION STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the 1999 Proxim
Corporation Stock Incentive Plan shall have the same defined meanings in the
Stock Option Agreement.
I. NOTICE OF STOCK OPTION GRANT
[OPTIONEE'S NAME AND ADDRESS]
You have been granted an option to purchase the common stock of the
Company ("Common Stock"), subject to the terms and conditions of the Plan and
this option agreement (the "Option Agreement"), as follows:
Grant Number ______________________________________
Date of Grant ______________________________________
Vesting Commencement Date ______________________________________
Exercise Price per Share $_____________________________________
Total Number of Shares Granted ______________________________________
Total Exercise Price $_____________________________________
Type of Option: ________ Incentive Stock Option
________ Nonstatutory Stock Option
Term/Expiration Date: ______________________________________
Vesting Schedule:
Subject to the Optionee's continued employment or consultancy by the
Company on such dates, this Option shall vest and become exercisable in
accordance with the following schedule:
[ONE-THIRD OF THE SHARES SUBJECT TO THE OPTION SHALL VEST TWELVE MONTHS
AFTER THE VESTING COMMENCEMENT DATE, AND 1/36TH OF THE SHARES SUBJECT TO THE
OPTION SHALL VEST EACH MONTH THEREAFTER.]
II. AGREEMENT
The Committee hereby designates the undersigned as a Participant and
grants to the undersigned (the "Optionee") an 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, subject to the terms and conditions of the Plan,
which is incorporated herein by reference, and this Option Agreement.
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 shall be treated as a Nonstatutory Stock Option ("NSO").
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Option Agreement, they
shall have the meaning specified in the Plan or below unless the context clearly
indicates to the contrary.
Section 1.1 Applicable Laws
"Applicable Laws" shall mean the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Shares are listed or quoted and the applicable laws of any
foreign country or jurisdiction where Options are, or will be, granted under the
Plan.
Section 1.2 Grant Date
"Grant Date" shall mean the date the Option is granted, as set forth in
the Notice of Xxxxx.
Section 1.3 Option
"Option" shall mean an option to purchase Shares granted under this
Option Agreement.
Section 1.4 Permanent Disability
"Permanent Disability" shall have the same meaning as such term is
defined in the Plan.
Section 1.5 Plan
"Plan" shall mean the 1999 Proxim Corporation Stock Incentive Plan.
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ARTICLE II
GRANT OF OPTION
Section 2.1 Grant of Option
For good and valuable consideration, on and as of the date hereof, the
Company grants to the Optionee an Option to purchase any part or all of an
aggregate of the number of shares set forth with respect to such Option in the
Notice of Grant of its Shares upon the terms and conditions set forth in this
Option Agreement, subject to the terms and conditions of the Plan which is
incorporated herein by reference. In the event of a conflict between the terms
and conditions of the Plan and the terms and conditions of the Option Agreement,
the terms and conditions of the Plan shall prevail.
Section 2.2 Exercise Price
Subject to Section 2.4, the exercise price of the Shares covered by the
Option shall be determined at the time of grant and shall be such per share
exercise price as is set forth in the Notice of Grant, attached hereto.
Section 2.3 Consideration to the Company
In consideration of the granting of this Option by the Company, the
Optionee agrees to render faithful and efficient services to the Company, with
such duties and responsibilities as the Company shall from time to time
prescribe. Nothing in this Option Agreement or in the Plan shall confer upon the
Optionee any right to continue in the employ of the Company or shall interfere
with or restrict in any way the rights of the Company, which are hereby
expressly reserved, to terminate the employment of the Optionee at any time for
any reason whatsoever, with or without cause.
Section 2.4 Adjustments to Option Pursuant to Merger, Consolidation,
etc.
Subject to Section 8 of the Plan, in the event that the outstanding
shares of the stock subject to an Option are, from time to time, changed into or
exchanged for a different number or kind of shares of the Company or other
securities of the Company by reason of a merger, consolidation,
recapitalization, reclassification, stock split, stock dividend, combination of
shares, or otherwise, the Committee shall make an appropriate and equitable
adjustment in the number and kind of shares and/or the amount of consideration
as to which or for which, as the case may be, such Option, or portions thereof
then unexercised, shall be exercisable. Any such adjustment made by the
Committee shall be final and binding upon the Optionee, the Company and all
other interested persons.
ARTICLE III
PERIOD OF EXERCISABILITY
Section 3.1 Commencement of Exercisability
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(a) The Option shall become vested and exercisable
pursuant to the vesting schedule set forth in the Notice of Grant.
(b) Notwithstanding the foregoing, no Option shall become
exercisable as to any additional Shares following the termination of employment
of the Optionee for any reason and any Option (other than as provided in the
next succeeding sentence) which is not exercisable as of the Optionee's
termination of employment shall be immediately canceled.
Section 3.2 Expiration of Option. The Option may not be exercised to
any extent by the Optionee after the first to occur of the following events:
(a) The close of business on the tenth anniversary of the
Grant Date (as set forth in the Notice of Xxxxx); or
(b) The first anniversary of the date of the Optionee's
termination of employment by reason of death or Permanent Disability; or
(c) Ninety (90) days after the date of the Optionee's
termination of employment for any reason other than death or Permanent
Disability; or
(d) If the Committee so determines pursuant to Section 8
of the Plan, the effective date of either the merger or consolidation of the
Company into another Person, or the exchange or acquisition by another Person of
all or substantially all of the Company's assets or 80% or more of its then
outstanding voting stock, or the recapitalization, reclassification, liquidation
or dissolution of the Company. At least ten (10) days prior to the effective
date of such merger, consolidation, exchange, acquisition, recapitalization,
reclassification, liquidation or dissolution, the Committee shall give the
Optionee notice of such event if the Option has then neither been fully
exercised nor become unexercisable under this Section 3.2.
ARTICLE IV
EXERCISE OF OPTION
Section 4.1 Person Eligible to Exercise
During the lifetime of the Optionee, only he or she may exercise an
Option or any portion thereof. After the death of the Optionee, any exercisable
portion of an Option may, prior to the time when an Option becomes unexercisable
under Section 3.2, be exercised by his personal representative or by any person
empowered to do so under the Optionee's will or under the then applicable laws
of descent and distribution.
Section 4.2 Partial Exercise
Any exercisable portion of an Option or the entire Option, if then
wholly exercisable, may be exercised in whole or in part at any time prior to
the time when the Option or portion thereof
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becomes unexercisable under Section 3.2; provided, however, that any partial
exercise shall be for whole Shares only.
Section 4.3 Manner of Exercise
An Option, or any exercisable portion thereof, may be exercised solely
by delivering to the Company's Stock Plan Administration Department all of the
following prior to the time when the Option or such portion becomes
unexercisable under Section 3.2:
(a) An exercise notice, in the form attached as Exhibit A
(the "Exercise Notice"), which shall 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 and Applicable
Laws.
(b) Full payment (in cash, by check or by a combination
thereof) for the shares with respect to which such Option or portion thereof is
exercised;
(c) Full payment to the Company of all amounts which,
under federal, state or local law, it is required to withhold upon exercise of
the Option; and
(d) In the event the Option or portion thereof shall be
exercised pursuant to Section 4.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to exercise
the option.
No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with Applicable Laws. Assuming such
compliance with Applicable Laws, for income tax purposes the Exercised Shares
shall be considered transferred to the Optionee on the date the Option is
exercised with respect to such Exercised Shares.
Section 4.4 Conditions to Issuance of Stock Certificates
The Shares deliverable upon the exercise of an Option, or any portion
thereof, may be either previously authorized but unissued shares or issued
shares which have then been reacquired by the Company. Such shares shall be
fully paid and nonassessable. The Company shall not be required to issue or
deliver any certificate or certificates for Shares purchased upon the exercise
of an Option or portion thereof prior to fulfillment of all of the following
conditions:
(a) The obtaining of approval or other clearance from any
state or federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or desirable; and
(b) The lapse of such reasonable period of time following
the exercise of the Option as the Committee may from time to time establish for
reasons of administrative convenience.
Section 4.5 Rights as Stockholder
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The holder of an Option shall not be, nor have any of the rights or
privileges of, a stockholder of the Company in respect of any shares purchasable
upon the exercise of the Option or any portion thereof unless and until
certificates representing such shares shall have been issued by the Company to
such holder.
ARTICLE V
MISCELLANEOUS
Section 5.1 Administration
The Committee shall have the power to interpret the Plan and this
Option Agreement and to adopt such rules for the administration, interpretation
and application of the Plan as are consistent therewith and to interpret or
revoke any such rules. All actions taken and all interpretations and
determinations made by the Committee shall be final and binding upon the
Optionee, the Company and all other interested persons. No member of the
Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Option. In its
absolute discretion, the Board of Directors may at any time and from time to
time exercise any and all rights and duties of the Committee under the Plan and
this Option Agreement.
Section 5.2 Notice of Disqualifying Disposition of ISO Shares Option
Not Transferable
If the Option granted to Optionee herein is an ISO, and if Optionee
sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on
or before the later of (1) the date two years after the Date of Grant, or (2)
the date one year after the date of exercise, the Optionee shall immediately
notify the Company in writing of such disposition. Optionee agrees that Optionee
may be subject to income tax withholding by the Company on the compensation
income recognized by the Optionee.
Section 5.3 Option Not Transferable
Unless otherwise determined by the Committee, this Option may not be
transferred or assigned by the Optionee in any manner other than by will or by
the laws of descent and distribution. The terms of the Plan and this Option
Agreement shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
Section 5.4 Shares to Be Reserved
The Company shall at all times during the term of the Option reserve
and keep available such number of Shares as will be sufficient to satisfy the
requirements of this Option Agreement.
Section 5.5 Notices
Any notice to be given under the terms of this Option Agreement to the
Company shall be addressed to the Company in care of its Stock Plan
Administration Department, and any notice to be given to the Optionee shall be
addressed to him at the address given beneath his signature hereto.
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By a notice given pursuant to this Section 5.5, either party may hereafter
designate a different address for notices to be given to him. Any notice which
is required to be given to the Optionee shall, if the Optionee is then deceased,
be given to the Optionee's personal representative if such representative has
previously informed the Company of his status and address by written notice
under this Section 5.5. Any notice shall have been deemed duly given when
enclosed in a properly sealed envelope or wrapper addressed as aforesaid,
deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service.
Section 5.6 Titles
Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Option Agreement.
Section 5.7 Amendment
This Option Agreement may be amended only by a writing executed by the
parties hereto, which specifically states that it is amending this Option
Agreement.
Section 5.8 Governing Law
The laws of the State of Delaware (or if the Company reincorporates in
another state, the laws of that state) shall govern the interpretation, validity
and performance of the terms of this Option Agreement regardless of the law that
might be applied under principles of conflicts of laws.
Section 5.9 Jurisdiction
Any suit, action or proceeding against the Optionee with respect to
this Option Agreement, or any judgment entered by any court in respect of any
thereof, may be brought in any court of competent jurisdiction in the State of
Delaware (or if the Company reincorporates in another state, in that state) or
California, as the Company may elect in its sole discretion, and the Optionee
hereby submits to the non-exclusive jurisdiction of such courts for the purpose
of any such suit, action, proceeding or judgment. The Optionee hereby
irrevocably waives any objections which he may now or hereafter have to the
laying of the venue of any suit, action or proceeding arising out of or relating
to this Option Agreement brought in any court of competent jurisdiction in the
State of Delaware (or if the Company reincorporates in another state, in that
state) or California, and hereby further irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in
any inconvenient forum. No suit, action or proceeding against the Company with
respect to this Option Agreement may be brought in any court, domestic or
foreign, or before any similar domestic or foreign authority other than in a
court of competent jurisdiction in the State of Delaware (or if the Company
reincorporates in another state, in that state) or California, and the Optionee
hereby irrevocably waives any right which he may otherwise have had to bring
such an action in any other court, domestic or foreign, or before any similar
domestic or foreign authority. The Company hereby submits to the jurisdiction of
such courts for the purpose of any such suit, action or proceeding.
Section 5.10 Counterparts; Acceptance through Signature of Notice of
Grant
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This Option Agreement may be signed in two or more counterparts, each
of which will be deemed an original and together shall constitute one and the
same instrument. The Notice of Xxxxx, when duly executed and delivered by each
of the Company and the Optionee, respectively, in accordance with the terms
hereof and thereof, shall supplement and form a part of this Option Agreement,
and references to this Option Agreement shall be construed accordingly. The due
execution of the Notice of Grant by each of the Company and the Optionee,
respectively, shall be deemed to constitute the execution by the Company and by
the Optionee of this Option Agreement.
By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Committee upon any questions relating to the Plan and
Option Agreement. Optionee further agrees to notify the Company upon any change
in the residence address indicated below.
OPTIONEE: PROXIM CORPORATION
___________________________________ ______________________________________
Signature By
___________________________________ ______________________________________
Print Name Title
___________________________________
Residence Address
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EXHIBIT A
PROXIM CORPORATION
1999 PROXIM CORPORATION STOCK INCENTIVE PLAN
EXERCISE NOTICE
Proxim Corporation
000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Stock Plan Administration
1. Exercise of Option. Effective as of today, ________________,
_____, the undersigned ("Purchaser") hereby elects to purchase ______________
shares (the "Shares") of the Common Stock of Proxim Corporation (the "Company")
under and pursuant to the 1999 Proxim Corporation Stock Incentive Plan (the
"Plan") and the Stock Option Agreement dated, _________, ___ (the "Option
Agreement"). The purchase price for the Shares shall be $________, as required
by the Option Agreement.
2. Delivery of Payment. Purchaser herewith delivers to the
Company the full purchase price for the Shares.
3. Representations of Purchaser. Purchaser acknowledges that
Purchaser has received, read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions.
4. Rights as Stockholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a stockholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Shares so acquired shall
be issued to the Optionee as soon as practicable after exercise of the Option.
No adjustment will be made for a dividend or other right for which the record
date is prior to the date of issuance, except as provided in Section 8 of the
Plan.
5. Tax Consultation. Purchaser understands that Purchaser may
suffer adverse tax consequences as a result of Purchaser's purchase or
disposition of the Shares. Purchaser represents that Purchaser has consulted
with any tax consultants Purchaser deems advisable in connection with
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the purchase or disposition of the Shares and that Purchaser is not relying on
the Company for any tax advice.
6. Entire Agreement; Governing Law. The Plan and Option Agreement
are incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser's interest except by
means of a writing signed by the Company and Purchaser. This Exercise Notice,
the Option Agreement and the Plan are governed by Delaware law except for that
body of law pertaining to conflict of laws.
Submitted by: Accepted by:
PURCHASER PROXIM CORPORATION
___________________________________ ______________________________________
Signature By
___________________________________ ______________________________________
Print Name Title
______________________________________
Date Received
Address: _________________________ Address: 000 Xxxxxxx Xxxxx
_________________________ Sunnyvale, CA 94085
_________________________
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