CEVA, INC. Nonstatutory Stock Option Agreement Granted Under 2002B Stock Incentive Plan
Exhibit
10.23
CEVA,
INC.
Granted
Under 2002B Stock Incentive Plan
1. Grant
of Option.
This
agreement evidences the grant by CEVA, Inc., a Delaware corporation (the
“Company”), on date
(the
“Grant Date”) to
Name,
an
employee, of the Company (the “Participant”), of an option to purchase, in whole
or in part, on the terms provided herein and in the Company’s 2002 Stock
Incentive Plan (the “Plan”), a total of amount
shares
(the “Shares”) of common stock, $0.001 par
value
per share, of the Company (“Common Stock”) at $price
per
Share. Unless earlier terminated, this option shall expire at 5:00 p.m.,
Eastern
time, on date
(the
“Final Exercise Date”).
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Type
of Option:
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þ
Approved 102
Option:
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Capital
Gain Option (CGO) þ;or
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Ordinary
Income Option (OIO)
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Unapproved
102 Option
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3(i)
Option
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With
respect to approved 102 options, the Participant hereby acknowledges that
he is
familiar with the provisions of Section 102 and the regulations and rules
promulgated thereunder, including without limitations the type of option
granted
hereunder and the tax implications applicable to such grant. The Participant
accepts the provisions of the trust agreement signed between the Company
and the
trustee, attached as Exhibit A hereto, and agrees to be bound by its
terms.
It
is
intended that the option evidenced by this agreement shall not be an incentive
stock option as defined in Section 422 of the Internal Revenue Code of 1986,
as
amended, and any regulations promulgated thereunder (the “Code”). Except as
otherwise indicated by the context, the term “Participant”, as used in this
option, shall be deemed to include any person who acquires the right to exercise
this option validly under its terms.
2. Vesting
Schedule.
This
option will become exercisable (“vest”) as to 25% of the original number of
Shares on the first anniversary of the Grant Date and as to an additional
2.08333% of the original number of Shares at the end of each
successive one-month period
following the first anniversary of the Grant Date until the fourth anniversary
of the Grant Date.
The
right
of exercise shall be cumulative so that to the extent the option is not
exercised in any period to the maximum extent permissible it shall continue
to
be exercisable, in whole or in part, with respect to all Shares for which
it is
vested until the earlier of the Final Exercise Date or the termination of
this
option under Section 3 hereof or the Plan.
3. Exercise
of Option.
(a) Form
of Exercise.
Each
election to exercise this option shall be in writing, signed by the Participant,
and received by the Company at its principal office, accompanied by this
agreement, and payment in full in the manner provided in the Plan. The
Participant may purchase less than the number of shares covered hereby, provided
that no partial exercise of this option may be for any fractional share or
for
fewer than ten whole shares.
(b) Continuous
Relationship with the Company Required.
Except
as otherwise provided in this Section 3, this option may not be exercised
unless the Participant, at the time he or she exercises this option, is,
and has
been at all times since the Grant Date, an employee, officer, or director
of, or
consultant or advisor to, the Company or any parent or subsidiary of the
Company
as defined in Section 424(e) or (f) of the Code (an “Eligible
Participant”).
(c) Termination
of Relationship with the Company.
If the
Participant ceases to be an Eligible Participant for any reason, then, except
as
provided in paragraphs (d) and (e) below, the right to exercise this option
shall terminate three
months after such cessation (but in no event after the Final Exercise Date),
provided that
this
option shall be exercisable only to the extent that the Participant was entitled
to exercise this option on the date of such cessation. Notwithstanding the
foregoing, if the Participant, prior to the Final Exercise Date, violates
the
non-competition or confidentiality provisions of any employment contract,
confidentiality and nondisclosure agreement or other agreement between the
Participant and the Company, the right to exercise this option shall terminate
immediately upon such violation.
(d) Exercise
Period Upon Death or Disability.
If the
Participant dies or becomes disabled (within the meaning of
Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or
she is an Eligible Participant and the Company has not terminated such
relationship for “cause” as specified in paragraph (e) below, this option shall
be exercisable, within the period of one year following the date of death
or
disability of the Participant, by the Participant (or in the case of death
by an
authorized transferee), provided that
this
option shall be exercisable only to the extent that this option was exercisable
by the Participant on the date of his or her death or disability, and further
provided that this option shall not be exercisable after the Final Exercise
Date.
(e) Discharge
for Cause.
If the
Participant, prior to the Final Exercise Date, is discharged by the Company
for
“cause” (as defined below), the right to exercise this option shall terminate
immediately upon the effective date of such discharge. “Cause” shall mean
willful misconduct by the Participant or willful failure by the Participant
to
perform his or her responsibilities to the Company (including, without
limitation, breach by the Participant of any provision of any employment,
consulting, advisory, nondisclosure, non-competition or other similar agreement
between the Participant and the Company), as determined by the Company, which
determination shall be conclusive. The Participant shall be considered to
have
been discharged for “Cause” if the Company determines, within 30 days after the
Participant’s resignation, that discharge for cause was
warranted.
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4. Withholding.
No
Shares
will be issued pursuant to the exercise of this option unless and until the
Participant pays to the Company, or makes provision satisfactory to the Company
for payment of any withholding taxes required by law to be withheld in respect
of this option.
5. Nontransferability
of Option.
This
option may not be sold, assigned, transferred, pledged or otherwise encumbered
by the Participant, either voluntarily or by operation of law, except by
will or
the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the
Participant.
6. Provisions
of the Plan.
This
option is subject to the provisions of the Plan, a copy of which is furnished
to
the Participant with this option.
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IN
WITNESS WHEREOF, the Company has caused this option to be executed under
its
corporate seal by its duly authorized officer. This option shall take effect
as
a sealed instrument.
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CEVA,
INC.
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| Date: _________________ | By: | |
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Name:
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| Title: __________________________________________ | ||
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PARTICIPANT’S
ACCEPTANCE
The
undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof. The undersigned hereby acknowledges receipt of a copy
of the
Company’s 2002 Stock Incentive Plan.
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PARTICIPANT:
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Address:
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