Form of Restricted Stock Purchase Agreement

Exhibit 10.4

ALIEN TECHNOLOGY CORPORATION

2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK PURCHASE AGREEMENT

Unless otherwise defined herein, the terms defined in the 2006 Equity Incentive Plan (the " Plan" ) will have the same defined meanings in this Restricted Stock Purchase Agreement (the " Agreement" ). I. NOTICE OF GRANT OF STOCK PURCHASE RIGHT

Name:

The undersigned Purchaser has been granted a right to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Agreement, as follows:

Date of Grant

Vesting Commencement Date

Exercise Price Per Share

$ Total Number of Shares

Expiration Date


YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE EXPIRATION DATE OR IT WILL TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES.

Non-Transferability of Stock Purchase Right . This Stock Purchase Right may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Purchaser only by Purchaser. The terms of the Plan and this Agreement will be binding upon the executors, administrators, heirs, successors and assigns of the Purchaser. II. AGREEMENT

1. Sale of Stock . The Company hereby agrees to sell to the individual named in the Notice of Grant of Stock Purchase Right (the " Purchaser" ), and the Purchaser hereby agrees to purchase the number of Shares set forth in the Notice of Grant of Stock Purchase Right, at the exercise price per share set forth in the Notice of Grant of Stock Purchase Right (the " Exercise Price" ), and subject to the terms and conditions of the Plan, which is incorporated herein by

reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan will prevail.

2. Payment of Purchase Price . Purchaser herewith delivers to the Company the aggregate Exercise Price for the Shares by cash or check, together with any and all withholding taxes due in connection with the purchase of the Shares.

3. Purchaser' s Representations . In the event the Shares have not been registered under the Securities Act of 1933, as amended, at the time this Stock Purchase Right is exercised, the Purchaser will, if required by the Company, concurrently with the exercise of all or any portion of this Stock Purchase Right, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B . 4. Repurchase Option .

(a) In the event the Purchaser' s continuous status as a Service Provider terminates for any or no reason (including death or Disability), the Company will, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option for a period of ninety (90) days from such date to repurchase up to that number of Shares which constitute the Unreleased Shares (as defined in Section 5) at the Exercise Price per share (the " Repurchase Price" ) (the " Repurchase Option" ).

(b) The Repurchase Option will be exercised by the Company by delivering written notice to the Purchaser or the Purchaser' s executor (with a copy to the Escrow Holder (as defined in Section 7)) AND, at the Company' s option, (i) by delivering to the Purchaser or the Purchaser' s executor a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of the Purchaser' s indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price in any of the ways described above, the Company will become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company will have the right to retain and transfer to its own name the number of Unreleased Shares being repurchased by the Company.

(c) Whenever the Company will have the right to repurchase the Unreleased Shares hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a part of the Company' s Repurchase Option to purchase all or a part of the Unreleased Shares. If the Fair Market Value of the Unreleased Shares to be repurchased on the date of such designation or assignment (the " Repurchase FMV" ) exceeds the aggregate Repurchase Price of the Unreleased Shares, then each such designee or assignee will pay the Company cash equal to the difference between the Repurchase FMV and the aggregate Repurchase Price of Unreleased Shares to be purchased.


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(d) If the Company or its assignee does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following Purchaser' s termination as a Service Provider, the Repurchase Option will terminate.

5. Release of Shares From Repurchase Option .

(a) Subject to any accelerated vesting provisions in the Plan, [1/4 th of the Shares subject to the Repurchase Option will be released on the first anniversary of the Vesting Commencement Date and 1/48 of the Shares subject to the Repurchase Option will be released monthly thereafter] (as set forth in the Notice of Grant of Stock Purchase Right), subject to Purchaser continuing to be a Service Provider through each such date.

(b) Any of the Shares which have not yet been released from the Company' s Repurchase Option are referred to herein as " Unreleased Shares."

(c) The Shares which have been released from the Company' s Repurchase Option will be delivered to the Purchaser at the Purchaser' s request (see Section 7).

6. Restriction on Transfer . Except for the escrow described in Section 7 or transfer of the Shares to the Company or its assignees contemplated by this Agreement, none of the Shares or any beneficial interest therein will be transferred, encumbered or otherwise disposed of in any way until the release of such Shares from the Company' s Repurchase Option in accordance with the provisions of this Agreement, other than by will or the laws of descent and distribution.

7. Escrow of Shares .

(a) To ensure the availability for delivery of the Purchaser' s Unreleased Shares upon exercise of the Repurchase Option by the Company, the Purchaser will, upon execution of this Agreement, deliver and deposit with an escrow holder designated by the Company (the " Escrow Holder" ) the share certificates representing the Unreleased Shares, together with the Assignment Separate from Certificate (the " Stock Assignment" ) duly endorsed in blank, attached hereto as Exhibit A-1 . The Unreleased Shares and Stock Assignment will be held by the Escrow Holder, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit A-2 hereto, until such time as the Company' s Repurchase Option expires. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares in escrow and while acting in good faith and in the exercise of its judgment.

(c) If the Company or any assignee exercises its Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such option exercise from the proposed transferee, will take all steps necessary to accomplish such transfer.

(d) When the Repurchase Option has been exercised or expires unexercised or a portion of the Shares has been released from such Repurchase Option, upon Purchaser' s request the


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Escrow Holder will promptly cause a new certificate to be issued for such released Shares and will deliver such certificate to the Company or the Purchaser, as the case may be.

(e) Subject to the terms hereof, the Purchaser will have all the rights of a shareholder with respect to such Shares while they are held in escrow, including without limitation, the right to vote the Shares and receive any cash dividends declared thereon. If, from time to time during the term of the Company' s Repurchase Option, there is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Purchaser is entitled by reason of the Purchaser' s ownership of the Shares will be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as " Shares" for purposes of this Agreement and the Company' s Repurchase Option.

8. Company' s Right of First Refusal . Subject to Section 6, before any Shares held by Purchaser or any transferee (either being sometimes referred to herein as the " Holder" ) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) will have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section (the " Right of First Refusal" ).

(a) Notice of Proposed Transfer . The Holder of the Shares will deliver to the Company a written notice (the " Notice" ) stating: (i) the Holder' s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (" Proposed Transferee" ); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the " Offered Price" ), and the Holder will offer the Shares at the Offered Price to the Company or its assignee(s).

(b) Exercise of Right of First Refusal . At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below. (c) Purchase Price . The purchase price (" Purchase Price" ) for the Shares purchased by the Company or its assignee(s) under this Section will be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration will be determined by the Board of Directors of the Company in good faith. (d) Payment . Payment of the Purchase Price will be made, at the option of the Company or its assignee(s), (i) by cash or check, (ii) by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or (iii) by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice.


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(e) Holder' s Right to Transfer . If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within ninety (90) days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice will be given to the Company, and the Company and/or its assignees will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. (f) Exception for Certain Family Transfers . Anything to the contrary contained in this Section notwithstanding, the transfer of any or all of the Shares during the Purchaser' s lifetime or on the Purchaser' s death by will or intestacy to the Purchaser' s immediate family or a trust for the benefit of the Purchaser' s immediate family will be exempt from the provisions of this Section, provided that the Purchaser notifies the Company in writing within thirty (30) days of said transfer. " Immediate Family" as used herein will mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient will receive and hold the Shares so transferred subject to the provisions of this Agreement, including but not limited to this Section 8 and Section 4, and there will be no further transfer of such Shares except in accordance with the terms of this Section.

(g) Termination of Right of First Refusal . The Right of First Refusal will terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

9. Restrictive Legends; Stop-Transfer Orders; Refusal to Transfer . (a) Purchaser understands and agrees that the Company will cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE " ACT" ) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL,


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AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK ...