Nonemployee Director Non-qulified Stock Option Agm

EXHIBIT 10.71


NONEMPLOYEE DIRECTOR
NON-QUALIFIED STOCK OPTION AGREEMENT


THIS AGREEMENT is dated as of the ___ day of ____________, 1998 (the "Award Date"), and is between ALPHA MICROSYSTEMS, a California corporation (the "Corporation"), and ____________ (the "Optionee").


W I T N E S S E T H:
- - - - - - - - - -


WHEREAS, Optionee is a director of the Company; and


WHEREAS, as a director of the Company, Optionee is entitled pursuant to Section 8(b)(i) of the Alpha Microsystems 1998 Stock Option and Award Plan (the "Plan"), in lieu of cash compensation for service on the Board of Directors, a non-qualified stock option to purchase all or any part of _____________ authorized but unissued shares of Common Stock of the Corporation upon the terms and conditions set forth herein and in the Plan.


NOW, THEREFORE, in consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties agree as follows:


1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Plan.


2. Grant of Option. This Agreement evidences the Corporation's grant to the Optionee of the right and option to purchase, on the terms and conditions set forth herein and in the Plan, all or any part of an aggregate of ______ shares of the Common Stock at the price of $_________ per share (the "Option"), exercisable from time to time, subject to the provisions of this Agreement and the Plan, prior to the close of business on the day before the tenth anniversary of the Award Date (the "Expiration Date"). This Option is not intended to constitute an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").


3. Exercisability of Option. The Option may be exercised in installments as to one-third of the aggregate number of shares set forth in Section 2 hereof immediately, as to an additional one-third of such aggregate number on and after the first anniversary of the Award Date and as to an additional one third of such aggregate number of such shares on the second anniversary of the Award Date, provided in each case that the Optionee continues to serve as a Director of the Corporation.


2


To the extent the Optionee does not in any year purchase all or any part of the shares to which the Optionee is entitled, the Optionee has the right cumulatively thereafter to purchase any shares not so purchased and such right shall continue until the Option terminates or expires. Fractional share interests shall be disregarded, but may be cumulated.


4. Method of Exercise of Option.


(a) The Option shall be exercisable by the delivery to the
Corporation of a written notice stating the number of shares to be
purchased pursuant to the Option and accompanied by payment made in
accordance with and in a form permitted by Section 8(c)(i) of the Plan
for the full purchase price of the shares to be purchased, subject to
such further limitations and rules or procedures as the Administrator
may from time to time establish as to any non-cash payment. Shares
delivered in payment of the exercise price must have been owned by
Optionee for at least six months prior to the exercise. In addition, the
Optionee shall furn ...