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Exhibit 10.1.5
VINA TECHNOLOGIES, INC. 2000 STOCK INCENTIVE PLAN:
FORM OF STOCK OPTION AGREEMENT
You have been granted an Option to purchase shares of common stock of VINA
Technologies, Inc., a Delaware corporation ("VINA Technologies"). The terms and
conditions of the Option are set forth in this cover sheet, in the attachment
and in the 2000 Stock Incentive Plan of VINA Technologies, Inc. (the "Plan").
Name of Optionee: __________________
Total Number of Shares Granted: _____________
Type of Option: [ ] Incentive Stock Option
[ ] Nonstatutory Stock Option
Exercise Price Per Share: $_________
Date of Grant: ____________________
[Date Exercisable: This Option may be exercised, in whole or in part, for [100%
of] the Shares subject to this Option at any time after the
Date of Grant.]
Vesting Start Date: ____________________
Vesting Schedule: This Option vests over a ___-[year] period as follows: No
part of your Option will vest until you have performed [12]
months of Service from the Vesting Start Date. [Twenty five
percent (25%)] of your Option vests when you complete twelve
months of Service from the Vesting Start Date; the balance
of your Option will vest with respect to an additional
[1/48] of the Shares subject to the Option for each full
month of Service thereafter (rounded to the nearest whole
share).
Expiration Date: _____________________
By your signature and the signature of VINA Technologies' representative below,
you and VINA Technologies agree that this Option is granted under and governed
by the terms and conditions described in the attachment and in the Plan.
OPTIONEE: VINA TECHNOLOGIES, INC.
By:
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Title:
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Print Name
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VINA TECHNOLOGIES, INC. 2000 STOCK INCENTIVE PLAN:
STOCK OPTION AGREEMENT
TAX TREATMENT This Option is intended to be an incentive stock option
under section 422 of the Internal Revenue Code or a
nonstatutory option, as provided in the cover sheet of this
Agreement.
VESTING Your Option vests in installments, as provided in the
cover sheet of this Agreement. After your Service has
terminated for any reason, vesting of your Option
immediately stops.
In addition, the entire Option vests in the event that VINA
Technologies is subject to a "Change in Control" (as defined
in the Plan).
TERM Your Option will expire in any event at the close of
business at VINA Technologies headquarters on the day before
the 10th anniversary of the Date of Grant shown on the cover
sheet (fifth anniversary for a 10% owner). It will expire
earlier if your VINA Technologies service terminates, as
described below.
REGULAR If your service as an employee, director, consultant or
TERMINATION advisor of VINA Technologies (or any subsidiary) terminates
for any reason except death or total and permanent
disability, then your Option will expire at the close of
business at VINA Technologies headquarters on the 90th day
after your termination date. If your Option is an ISO, it
must be exercised within 90 days after termination of your
service as an employee in order to retain its ISO status.
Otherwise, it will be treated as a nonstatutory Option.
VINA Technologies determines when your service terminates
for this purpose.
DEATH If you die as an employee, director, consultant or advisor
of VINA Technologies or one of its subsidiaries, then your
Option will expire at the close of business at VINA
Technologies headquarters on the date six months after the
date of death. During that six-month period, your estate or
heirs may exercise your Option.
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DISABILITY If your service as an employee, director, consultant
or advisor of VINA Technologies (or any subsidiary)
terminates because of your total and permanent disability,
then your Option will expire at the close of business at
VINA Technologies headquarters on the date six months after
your termination date.
"Total and permanent disability" means that you are unable
to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment
that can be expected to result in death or that has lasted,
or can be expected to last, for a continuous period of not
less than 12 months.
LEAVES OF ABSENCE For purposes of this Option, your service
does not terminate when you go on a military leave, a sick
leave or another bona fide leave of absence that was
approved by VINA Technologies in writing. However, your
service will be treated as terminating 90 days after you
went on leave, unless your right to return to active work is
guaranteed by law or by a contract. Your service terminates
in any event when the approved leave ends, unless you
immediately return to active work.
VINA Technologies determines which leaves count for this
purpose.
RESTRICTIONS ON VINA Technologies will not permit you to exercise this
EXERCISE Option if the issuance of shares at that time would violate
any law or regulation.
NOTICE OF When you wish to exercise this Option, you must notify VINA
EXERCISE Technologies by submitting the "Notice of Exercise" form
provided by VINA Technologies to the address given on the
form. Facsimiles are not acceptable. Your notice must
specify how many shares you wish to purchase and how your
shares should be registered (in your name only or in your
and your spouse's names as community property or as joint
tenants with right of survivorship). The notice will be
effective when it is received by VINA Technologies.
If someone else wants to exercise this Option after your
death, that person must prove to VINA Technologies'
satisfaction that he or she is entitled to do so.
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FORM OF PAYMENT When you submit your notice of exercise, you must
include payment of the Option price for the shares you are
purchasing. Payment may be made in one (or a combination of
two or more) of the following forms:
o Your personal check, a cashier's check or a money
order.
o Irrevocable directions to a securities broker approved
by VINA Technologies to sell your Option shares and to
deliver all or a portion of the sale proceeds to VINA
Technologies in payment of the Option price. The
directions must be given by signing a special "Notice
of Exercise" form provided by VINA Technologies. The
balance of the sale proceeds, if any, will be delivered
to you.
o Irrevocable directions to a securities broker approved
by VINA Technologies to pledge your Option shares for a
loan and to deliver all or a portion of the loan
proceeds to VINA Technologies in payment of the Option
price. (The balance of the loan proceeds, if any, will
be delivered to you.) The directions must be given by
signing a special "Notice of Exercise" form provided by
VINA Technologies.
o Certificates for VINA Technologies stock that you have
owned for at least six months, along with any forms
needed to effect a transfer of the shares to VINA
Technologies. The value of the shares, determined as of
the effective date of the Option exercise, will be
applied to the Option price.
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[RIGHT OF [You may exercise your Option before all of the Option
REPURCHASE] shares have vested. The number of shares you buy over and
above your vested shares are "nonvested shares." They cannot
be sold or otherwise transferred.
If your service as an employee, director, consultant or
advisor of VINA Technologies or a subsidiary of VINA
Technologies terminates for any reason (including death or
total and permanent disability) while you are holding
nonvested shares, VINA Technologies may buy those nonvested
shares back from you at the exercise price you originally
paid. If VINA Technologies wishes to exercise its right to
repurchase the shares, it must give you (or your estate, in
the case of death) written notice within 60 days after the
termination of employment.
If VINA Technologies exercises its right to repurchase your
nonvested shares, you (or your estate) must deliver the
appropriate number of shares to VINA Technologies within 60
days after you receive VINA Technologies' notice. The stock
certificate(s) must be fully endorsed or accompanied by a
duly executed stock transfer power. You will receive a check
for the exercise price you originally paid for the nonvested
shares. If your nonvested shares are not delivered as
required, then you will no longer have any rights with
respect to the nonvested shares (including the right to vote
or transfer the shares) and the nonvested shares will be
deemed to have been repurchased by VINA Technologies.
The certificates for nonvested shares have stamped on them a
special legend referring to VINA Technologies' right of
repurchase. As your vesting percentage increases, you may
request (at reasonable intervals) that VINA Technologies
release to you a non-legended certificate for those vested
shares.]
WITHHOLDING TAXES You will not be allowed to exercise this Option unless you
make acceptable arrangements to pay any withholding taxes
that may be due as a result of the Option exercise.
RESTRICTIONS ON By signing this Agreement, you agree not to sell any Option
RESALE shares at a time when applicable laws or VINA Technologies
policies prohibit a sale. This restriction will apply as
long as you are an employee, director, consultant or advisor
of VINA Technologies or a subsidiary of VINA Technologies.
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TRANSFER OF Prior to your death, only you may exercise this Option. You
OPTION cannot transfer or assign this Option. For instance, you may
not sell this Option or use it as security for a loan. If
you attempt to do any of these things, this Option will
immediately become invalid. You may, however, dispose of
this Option in your will or a written beneficiary
designation. Such a designation must be filed with VINA
Technologies on the proper form and will be recognized only
if it is received at VINA Technologies headquarters before
your death.
Regardless of any marital property settlement agreement,
VINA Technologies is not obligated to honor a notice of
exercise from your former spouse, nor is VINA Technologies
obligated to recognize your former spouse's interest in your
Option in any other way.
RETENTION Rights Your Option or this Agreement do not give you
the right to be retained by VINA Technologies or its
subsidiaries in any capacity. VINA Technologies and its
subsidiaries reserve the right to terminate your service at
any time, with or without cause.
STOCKHOLDER You, or your estate or heirs, have no rights as a
RIGHTS stockholder of VINA Technologies until a certificate for
your Option shares has been issued. No adjustments are made
for dividends or other rights if the applicable record date
occurs before your stock certificate is issued, except as
described in the Plan.
ADJUSTMENTS In the event of a stock split, stock dividend or a
similar change in VINA Technologies stock, the number of
shares covered by this Option and the exercise price per
share may be adjusted pursuant to the Plan.
APPLICABLE LAW This Agreement will be interpreted and enforced under the
laws of the State of Delaware.
THE PLAN AND The text of the VINA Technologies, Inc. 2000 Stock Incentive
OTHER Plan is incorporated in this Agreement by reference. This
AGREEMENTS Agreement and the Plan constitute the entire understanding
between you and VINA Technologies regarding this Option. Any
prior agreements, commitments or negotiations concerning
this Option are superseded.
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BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL
OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
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