Exhibit 10.3B
ALIEN TECHNOLOGY CORPORATION
1997 STOCK PLAN SENIOR EXECUTIVE STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
I. NOTICE OF GRANT
Optionee' s Name: abFirstbb abLastbb Optionees ID: abIDbb
You (" You" or " Optionee" ) have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:
Date of Grant: abDate_of_Grantbb Vesting Commencement Date: abVestStart_Datebb Exercise Price per Share: abPricebb Total Number of Shares Granted: abSharesbb Total Exercise Price: abTotal_Exer_bb Type of Option: Incentive Stock Option (ISO) Nonstatutory Stock Option (NSO) abTypebb Term/Expiration Date: abTerm_Datebb
Exercise and Vesting Schedule : This Option is exercisable immediately, in whole or in part, and shall vest according to the following vesting schedule: 1. 25% of the Shares subject to the Option shall vest on the first anniversary of the Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall vest each month thereafter, subject to your Continuous Status as an Employee or Consultant (" Continuous Status" ) on such dates.
2. In addition to the time-based vesting described in the preceding paragraph, if you are still an Employee or Consultant on the date of a Change of Control, and if before the one-year
anniversary of the Change of Control either (a) the Company, its successor or the acquiror terminates you as an Employee and/or Consultant (so your Continuous Service ends) without Cause, or (b) the Company, its successor or the acquiror takes actions that constitute Constructive Termination, then on the date of your termination or Constructive Termination, your Option will vest as to 100% of the Shares.
3. " Change of Control" means the occurrence of any of the following events ( except in each case as a result of the sale by the Company of its securities for the purpose of raising additional funds):
(a) Any " person" or " group" as such terms are defined under Sections 13 and 14 of the Securities Exchange Act of 1934 (the " Exchange Act" ) (other than the Company, a Subsidiary of the Company, or a Company employee benefit plan) which did not previously possess such securities becomes the " beneficial owner" (as defined in Exchange Act Rule 13d-3), directly or indirectly, of Company securities representing a majority of the combined voting power of the Company' s then outstanding securities;
(b) The closing of (i) the sale of all or substantially all of the assets of the Company if the holders of Company securities representing all voting power for the election of directors before the transaction hold less than a majority of the total voting power for the election of directors of all entities which acquire such assets, or (ii) the merger of the Company with or into another corporation if the holders of Company securities representing all voting power for the election of directors before the transaction hold less than a majority of the total voting power for the election of directors of the surviving entity; or
(c) The issuance of securities which would give a " person" or " group" beneficial ownership of Company securities representing 50% or more of all voting power for the election of directors; or (d) Election of individuals representing a majority of the board of directors if those directors were nominated by a " person" or " group" and the incumbent board of directors publicly opposed the election of those directors.
4. " Cause" means:
(a) Your willful or grossly negligent failure to perform your assigned significant duties or responsibilities after two notices at least 30 days apart from the Company describing your failure to perform such significant duties or responsibilities;
(b) You engage in any act of gross dishonesty, fraud or gross misrepresentation which has an adverse effect on the Company;
(c) Your knowing or reckless violation of any federal or state law or regulation applicable to the Company' s business which has a material adverse effect on the Company; (d) Your material breach of any confidentiality agreement or invention assignment agreement between you and the Company; or
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(e) You are convicted of, or enter a " no contest" plea to, any felony, or you commit any act of moral turpitude, which felony or act of moral turpitude was or is reasonably likely to injure the Company.
5. " Constructive Termination" means:
(a) A material reduction in your duties, position or authority relative to your duties, position or authority in effect immediately prior to such reduction; provided , however , that a reduction in your position or authority solely by virtue of the Company being made part of a larger entity shall not constitute " Constructive Termination" (as, for example, following the Change of Control, when the Chief Executive Officer of the Company remains in a similar authoritative position with respect to an entity or business unit that is similar in size as the Company, and has similar authority within the larger entity as other individuals at similar levels within such larger entity, but does not continue to be the Chief Executive Officer of the Company, its successor or an acquiring corporation);
(b) A material reduction in the facilities and perquisites (including office space, staff and location) available to you immediately prior to such reduction, excluding an across-the-board reduction of facilities and perquisites affecting all executive officers of the acquiring corporation similarly; (c) A requirement that you relocate your principal working location more than 75 miles from the Company facility at which you were working at the time of the Change of Control; or
(d) Any reduction in your base salary, target bonus or benefits as in effect immediately prior to such reduction (other than a benefits reduction applied consistently to all employees at the same level).
6. Termination Period:
You may exercise this Option for three months after your Continuous Status as an Employee or Consultant terminates. Upon your death or disability, this Option may be exercised for such longer period as provided in the Plan. In no event may you exercise this Option after the Term/Expiration Date as provided above. II. AGREEMENT
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