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EXHIBIT 99.6
RADIATA, INC.
STOCK OPTION AGREEMENT
UNDER THE 1999 STOCK OPTION PLAN
THIS AGREEMENT is made effective as of ___ day of _______, 200__ (the
"GRANT DATE" which is the date the Option referred to herein was authorized for
granting by the Administrator of the Company's Option Plan), between Radiata,
Inc., a Delaware corporation (the "COMPANY"), and the undersigned Optionee.
THE PARTIES AGREE AS FOLLOWS:
1. Option Grant. Subject to all of the terms and conditions of this
Agreement and of the Company's 1999 Stock Option Plan (the "OPTION
PLAN"), Optionee will have an option (the "OPTION") to purchase the
number of shares of the Company's common stock (the "SHARES"), for an
exercise price per share (the "OPTION PRICE") and based upon the Vesting
Start Date set forth below and an Expiration Date of the tenth
anniversary of the Grant Date (subject to earlier termination as
provided in the Option Plan) as set forth below:
NUMBER OF SHARES
SUBJECT TO THE OPTION: ________
OPTION PRICE PER SHARE: $_______
VESTING START DATE: _______, 200__
This Option will not be treated as an Incentive Stock Option ("ISO")
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.
2. Vesting and Exercise.
(a) Vesting. Initially, the entire Option will be "Unvested" within
the meaning of the Option Plan; portions of the Option will
become "Vested" within the meaning of the Option Plan on the
following schedule:
(1) twenty-five percent (25%) of the Shares subject to the
Option shall become Vested as of the first anniversary
of the Vesting Start Date; and
(2) the remaining seventy-five percent (75%) of the Shares
subject to the Option shall become Vested monthly
ratably (approximately __________ shares per month) on a
cumulative basis over the 36 month period commencing on
the first anniversary of the Vesting Start Date, subject
to the condition that Optionee does not suffer a Loss of
Eligibility Status prior to each such vesting date.
(b) Exercise of the Option. Optionee may exercise the Option, in
whole or in part, at any time provided that those Option Shares
acquired by Optionee with respect to that portion of the Option
which is then an Unvested Option will be "Unvested Shares"
(within the meaning of section 5(c)(viii) of the Option Plan)
that are subject to the Company's repurchase right as set forth
in section 6(c) of the Option Plan, until such Shares become
"Vested Shares" on the same schedule of Vesting dates as is set
forth in section 2(a) above (and also subject to the condition
that
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Optionee does not suffer a Loss of Eligibility Status prior to
each such Vesting date).
(c) Limitation on Right of Repurchase. The Company's right of
repurchase under Section 6.8(c) of the Option Plan shall be
limited to the repurchase of Unvested Shares.
(d) Minimum Number of Shares. Any exercise of the Option must be for
at least one hundred (100) Shares (without regard to adjustments
to the number of Shares subject to the Option pursuant to
section 8 of the Option Plan) or, if less, all of the remaining
Shares subject to the Option.
(e) Notice of Exercise. Optionee or Optionee's representative may
exercise the Option by giving written notice to the Company
pursuant to section 6.5(a) of the Option Plan using the
specified form of notice of exercise attached to this Agreement
as Exhibit A. The notice will be signed by the person or persons
exercising the Option. In the event that the Option is being
exercised by the representative of Optionee, the notice will be
accompanied by proof reasonably satisfactory to the Company of
the representative's right to exercise the Option. Payment of
the Option Price will accompany the notice and will be in any of
the following forms acceptable to the Company: (i) cash or a
check made payable to the Company; or (ii) by the delivery of
one or more certificate(s) representing shares of the Company
with a Fair Market Value on the date of exercise equal to the
Option Price, together with a stock power executed in blank.
(f) Withholding Taxes. To the extent required by applicable federal,
state, local or foreign law, and as a condition to the Company's
obligation to issue any Shares upon the exercise of the Option
in full or in part, Optionee will make arrangements reasonably
satisfactory to the Company for the payment of any withholding
tax obligations that arise by reason of such exercise.
(g) Issuance of Option Shares. Subject to the provisions of the
Option Plan, after receiving a proper notice of exercise and
payment of the applicable Option Price and withholding taxes,
the Company will cause to be issued a certificate or
certificates for the Option Shares as to which the Option has
been exercised, registered in the name of the person rightfully
exercising the Option. The Company will cause such certificate
or certificates to be delivered to such person.
3. Representations and Warranties of Optionee. Optionee hereby represents
and warrants that: (a) Optionee is acquiring the Option granted hereby,
and will acquire any Shares obtained upon exercise of the Option, for
investment purposes only, for Optionee's own account, and with no view
to the distribution thereof; (b) Optionee understands that the Option
and the Shares that may be acquired by exercising the Option ("OPTION
SHARES") have not been registered under the Securities Act of 1933, as
amended (the "1933 ACT") and that the Option and the Option Shares are
not freely tradeable and must be held indefinitely unless they are
either registered under the 1933 Act or an exemption from such
registration is available; (c) Optionee understands that the Company is
under no obligation to register the Option or the Option Shares; (d)
Optionee understands that the Option and the Option Shares have not been
qualified under the securities laws of any state and are to be offered
and sold pursuant to an exception from qualification under applicable
state securities laws; and (e) Optionee understands that the Company is
relying
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upon the truth and accuracy of the foregoing representations and
warranties in granting the Option to Optionee.
4. No Employment Rights. This Agreement gives Optionee no right to be
retained as an employee of the Company and/or its Subsidiaries.
5. Terms of the Option Plan. Optionee understands that the Option Plan
includes important terms and conditions that apply to the Option. Those
terms include: important conditions to the right of Optionee to exercise
the Option; important restrictions on the ability of Optionee to
transfer the Option or to Transfer any of the Shares of Option Stock
received upon exercise of the Option; and early termination of the
Option following the occurrence of certain events, including Optionee no
longer being an employee, director, consultant or independent contractor
to or of the Company or its Subsidiaries. OPTIONEE ACKNOWLEDGES HAVING
READ THE OPTION PLAN, AGREES TO BE BOUND BY ITS TERMS, AND MAKES EACH OF
THE REPRESENTATIONS REQUIRED TO BE MADE BY OPTIONEE UNDER IT. OPTIONEE
FURTHER ACKNOWLEDGES THAT THE COMPANY HAS GIVEN NO TAX ADVICE CONCERNING
THE OPTION AND HAS ADVISED OPTIONEE TO CONSULT WITH HIS OR HER OWN TAX
OR FINANCIAL ADVISOR ABOUT THE TAX TREATMENT OF THE OPTION AND ITS
EXERCISE.
6. Miscellaneous. Capitalized terms not otherwise defined in this Agreement
will have the meanings set forth in the Option Plan. Neither this
Agreement nor the Option is assignable by either party, except as
expressly provided herein. All of the covenants and provisions of this
Agreement by or for the benefit of the Company or Optionee shall bind
and inure to the benefit of their respective successors. This Agreement
(including the Option Plan) constitutes the final and complete
expression of all of the terms of the understanding and agreement
between the parties hereto concerning the subject matter hereof. This
Agreement may not be modified, amended, altered or supplemented except
by means of the execution and delivery of a written instrument mutually
executed by the Company and Optionee. This Agreement shall be construed
and governed by the substantive laws of the State of Delaware.
The parties hereby have entered into this Agreement as of the Grant Date.
RADIATA, INC.
By:
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Title: Vice President, CFO
"OPTIONEE"
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Address:
US Social Security #:
Australian Tax File #: ▇▇▇ ▇▇▇ ▇▇▇
Attachments: (1) Consent of Spouse
(2) 1999 Stock Option Plan
Exhibit A: Form of Notice of Exercise of Stock Option
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