VIEWSONIC CORPORATION STOCK OPTION AGREEMENT (FOR NONSTATUTORY STOCK OPTIONS PURSUANT TO THE 2004 EQUITY INCENTIVE PLAN)
Exhibit
4.7
VIEWSONIC
CORPORATION
(FOR
NONSTATUTORY STOCK OPTIONS
PURSUANT
TO THE 2004 EQUITY INCENTIVE PLAN)
Pursuant
to your Stock Option Grant Notice (“Grant
Notice”)
and
this Stock Option Agreement, ViewSonic Corporation (“ViewSonic”) has granted you
an option under its 2004 Equity Incentive Plan (the “Plan”)
to
purchase the number of shares of ViewSonic’s Common Stock indicated as a Maximum
Award in your Grant Notice, at the exercise price indicated in your Grant
Notice. Defined terms not explicitly defined in this Stock Option Agreement
but
defined in the Plan shall have the same definitions as in the Plan.
The
details of your option are as follows:
1. VESTING.
Subject
to the limitations contained herein, your option will vest as hereinafter set
forth, provided that vesting will cease upon the termination of your Continuous
Service.
(a) Performance
Targets. The
initial vesting of your option shall be based on the achievement of both a
revenue target (the “Revenue
Target”)
and an
income target (the “Income
Target”)
as set
by the Compensation Committee of the Board (collectively, the “Performance
Targets”),
which
shall be based on the Company’s financial performance for the fiscal year ending
December 31, 2007. The Performance Targets are set forth in ___________ (the
“Performance
Matrix”),
attached hereto. The determination of whether the Performance Targets have
been
met shall be made by the Compensation Committee, in its sole discretion, after
the completion of the Company’s audit for fiscal 2007 (the “Determination
Date”).
(b) Failure
to Achieve the Minimum Performance Targets. Both
the
minimum Revenue Target and the minimum Income Target must be met for any vesting
of your option to occur. If either the minimum Revenue Target or the minimum
Income Target is not met, your option shall be automatically cancelled and
forfeited in its entirety.
(c) Vesting
Based on Performance. If
both
of the minimum Performance Targets set forth in the Performance Matrix are
met,
your option shall vest as follows:
The
Target Award, as set forth in the Grant Notice, is first multiplied by the
percentage of achievement of the Performance Targets, as determined by the
Compensation Committee in accordance with the Performance Matrix (the
“Eligible
Award”),
and
then divided by 3. This portion of the Eligible Award shall vest on the
Determination Date. The difference between the Maximum Award and the Eligible
Award, if any, shall be cancelled and forfeited on the Determination
Date.
The
remainder of the Eligible Award shall vest 1/3 on the second anniversary of
the
Grant Date (the “Second
Vesting Date”)
and
1/3 on the third anniversary of the Grant Date (the “Third
Vesting Date”).
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909.444.8800.
1
The
vesting described above is subject to there being no break in your Continuous
Service prior to the relevant vesting date.
(d) Termination
of Continuous Service. If
your
Continuous Service terminates for any reason (other than death) before the
Determination Date, your option shall be cancelled and forfeited in its
entirety.
If
your
Continuous Service terminates for any reason (other than death) after the
Determination Date, the Eligible Award shall cease vesting, and any unvested
portion of such Eligible Award shall be cancelled and forfeited in its
entirety.
(e) Death.
If
you
die before the Determination Date, a portion of your option shall vest on your
date of death as follows:
The
portion that shall vest is equal to the Target Award divided by 3, with such
quotient multiplied by a fraction, the numerator of which is the aggregate
number of full months of Continuous Service you have completed from the Grant
Date to the date of death and the denominator of which is 12.
If
you
die after the Determination Date but before the Second Vesting Date, the
following portion of your option shall vest on such date of death (in addition
to the portion of the Eligible Award already vested as described in (c)
above):
One
third
(⅓) of the Eligible Award shall be multiplied by a fraction, the numerator of
which is the aggregate number of full months of Continuous Service you have
completed from the first anniversary of the Grant Date to the date of death
and
the denominator of which is 12.
If
you
die after the Second Vesting Date but before the Third Vesting Date, the
following portion of your option shall vest on such date of death (in addition
to the portion of the Eligible Award already vested as described in (c)
above):
One
third
(⅓) of the Eligible Award shall be multiplied by a fraction, the numerator of
which is the aggregate number of full months of Continuous Service you have
completed from the second anniversary of the Grant Date to the date of death
and
the denominator of which is 12.
(f) Change
in Control. If
the
effective date of a Change in Control (the “Effective
Date”)
occurs
before the Determination Date, the Target Award shall vest on the Effective
Date
as follows:
The
portion that shall vest is equal to the Target Award divided by 3, with such
quotient multiplied by a fraction, the numerator of which is the aggregate
number of full months of Continuous Service you have completed from the Grant
Date to the Effective Date and the denominator of which is 12.
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clearly print or type all requested information.
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about filling out this form?
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call ViewSonic’s Human Resources Department - 909.444.8800.
2
If
the
Effective Date occurs after the Determination Date but before the Second Vesting
Date, the following portion of your option shall vest on such date (in addition
to the portion of the Eligible Award already vested as described in (c)
above):
One
third
(⅓) of the Eligible Award shall be multiplied by a fraction, the numerator of
which is the aggregate number of full months of Continuous Service you have
completed from the first anniversary of the Grant Date to the Effective Date
and
the denominator of which is 12.
If
the
Effective Date occurs after the Second Vesting Date but before the Third Vesting
Date, the following portion of the Eligible Award shall vest on such date (in
addition to the portion of the Eligible Award already vested as described in
(c)
above):
One
third
(⅓) of the Eligible Award shall be multiplied by a fraction, the numerator of
which is the aggregate number of full months of Continuous Service you have
completed from the second anniversary of the Grant Date to the Effective Date
and the denominator of which is 12.
2. NUMBER
OF SHARES AND EXERCISE PRICE.
The
number of shares of Common Stock subject to your option and your exercise price
per share referenced in your Grant Notice may be adjusted from time to time
for
Capitalization Adjustments.
3. METHOD
OF PAYMENT.
Payment
of the exercise price is due in full upon exercise of all or any part of your
option. You may elect to make payment of the exercise price in cash or by check
or in any other manner permitted
by your Grant Notice,
which
may include one or more of the following:
(a) In
ViewSonic’s sole discretion at the time your option is exercised and provided
that at the time of exercise the Common Stock is publicly traded and quoted
regularly in The
Wall Street Journal,
pursuant to a program developed under Regulation T as promulgated by the Federal
Reserve Board that, prior to the issuance of Common Stock, results in either
the
receipt of cash (or check) by ViewSonic or the receipt of irrevocable
instructions to pay the aggregate exercise price to ViewSonic from the sales
proceeds.
(b) Provided
that at the time of exercise the Common Stock is publicly traded and quoted
regularly in The
Wall Street Journal,
by
delivery of already-owned shares of Common Stock either that you have held
for
the period required to avoid a charge to ViewSonic’s reported earnings
(generally six (6) months) or that you did not acquire, directly or indirectly
from ViewSonic, that are owned free and clear of any liens, claims, encumbrances
or security interests, and that are valued at Fair Market Value on the date
of
exercise. “Delivery” for these purposes, in the sole discretion of ViewSonic at
the time you exercise your option, shall include delivery to ViewSonic of your
attestation of ownership of such shares of Common Stock in a form approved
by
ViewSonic. Notwithstanding the foregoing, you may not exercise your option
by
tender to ViewSonic of Common Stock to the extent such tender would violate
the
provisions of any law, regulation or agreement restricting the redemption of
ViewSonic’s stock.
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about filling out this form?
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call ViewSonic’s Human Resources Department -
909.444.8800.
3
4. WHOLE
SHARES.
You may
exercise your option only for whole shares of Common Stock.
5. SECURITIES
LAW COMPLIANCE.
Notwithstanding anything to the contrary contained herein, you may not exercise
your option unless the shares of Common Stock issuable upon such exercise are
then registered under the Securities Act or, if such shares of Common Stock
are
not then so registered, ViewSonic has determined that such exercise and issuance
would be exempt from the registration requirements of the Securities Act. The
exercise of your option also must comply with other applicable laws and
regulations governing your option, and you may not exercise your option if
ViewSonic determines that such exercise would not be in material compliance
with
such laws and regulations.
6. TERM.
You may
not exercise your option before the commencement of its term or after its term
expires. The term of your option commences on the Date of Grant and expires
upon
the earliest of the following:
(a) three
(3)
months after the termination of your Continuous Service for any reason other
than Cause, Disability or death, provided that if during any part of such three
(3) month period you may not exercise your option solely because of the
conditions set forth in Section 6 of the Plan, your option shall not expire
until the earlier of the Expiration Date or until it shall have been exercisable
for an aggregate period of three (3) months after the termination of your
Continuous Service;
(b) twelve
(12) months after the termination of your Continuous Service due to your
Disability;
(c) eighteen
(18) months after your death if you die either during your Continuous Service
or
within three (3) months after your Continuous Service terminates;
(d) immediately
upon the termination of your Continuous Service if for Cause;
(e) the
Expiration Date indicated in your Grant Notice; or
(f) the
day
before the tenth (10th) anniversary of the Date of Grant.
7. EXERCISE.
(a) You
may
exercise the vested portion of your option during its term by delivering a
Notice of Exercise (in a form designated by ViewSonic) together with the
exercise price to the Secretary of ViewSonic, or to such other person as
ViewSonic may designate, during regular business hours, together with such
additional documents as ViewSonic may then require.
(b) By
exercising your option you agree that, as a condition to any exercise of your
option, ViewSonic may require you to enter into an arrangement providing for
the
payment by you to ViewSonic of any tax withholding obligation of ViewSonic
arising by reason of (1) the exercise of your option, (2) the lapse of any
substantial risk of forfeiture to which the shares of Common Stock are subject
at the time of exercise, or (3) the disposition of shares of Common Stock
acquired upon such exercise.
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clearly print or type all requested information.
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about filling out this form?
Please
call ViewSonic’s Human Resources Department -
909.444.8800.
4
(c) By
exercising your option you agree that you shall not sell, dispose of, transfer,
make any short sale of, grant any option for the purchase of, or enter into
any
hedging or similar transaction with the same economic effect as a sale, any
shares of Common Stock or other securities of ViewSonic held by you, for a
period of time specified by the managing underwriters) (not to exceed one
hundred eighty (180) days) following the effective date of a registration
statement of ViewSonic filed under the Securities Act (the “Lock Up Period”);
provided,
however,
that
nothing contained in this Section 7(d) shall prevent the exercise of a
repurchase option, if any, in favor of ViewSonic during the Lock Up Period.
You
further agree to execute and deliver such other agreements as may be reasonably
requested by ViewSonic and/or the underwriter(s) that are consistent with the
foregoing or that are necessary to give further effect thereto. In order to
enforce the foregoing covenant, ViewSonic may impose stop-transfer instructions
with respect to your shares of Common Stock until the end of such period. The
underwriters of ViewSonic’s stock are intended third party beneficiaries of this
Section 7(d) and shall have the right, power and authority to enforce the
provisions hereof as though they were a party hereto.
8. TRANSFERABILITY.
(a) Your
Nonstatutory Stock Option, your option is not transferable, except (i) by will
or by the laws of descent and distribution, (ii) with the prior written approval
of ViewSonic, by instrument to an inter vivos or testamentary trust, in a form
accepted by ViewSonic, in which the option is to be passed to beneficiaries
upon
the death of the trustor (settlor) and (iii) with the prior written approval
of
ViewSonic, by gift, in a form accepted by ViewSonic, to a permitted
transferee.
9. OPTION
NOT A SERVICE CONTRACT.
Your
option is not an employment or service contract, and nothing in your option
shall be deemed to create in any way whatsoever any obligation on your part
to
continue in the employ of ViewSonic or an Affiliate, or of ViewSonic or an
Affiliate to continue your employment. In addition, nothing in your option
shall
obligate ViewSonic or an Affiliate, their respective stockholders, Boards of
Directors, Officers or Employees to continue any relationship that you might
have as a Director or Consultant for ViewSonic or an Affiliate.
10. WITHHOLDING
OBLIGATIONS.
(a) At
the
time you exercise your option, in whole or in part, or at any time thereafter
as
requested by ViewSonic, you hereby authorize withholding from payroll and any
other amounts payable to you, and otherwise agree to make adequate provision
as
instructed by ViewSonic (including by means of a “cashless exercise” pursuant to
a program developed under Regulation T as promulgated by the Federal Reserve
Board to the extent instructed by ViewSonic), for any sums required to satisfy
the federal, state, local and foreign tax withholding obligations of ViewSonic
or an Affiliate, if any, which arise in connection with the exercise of your
option.
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clearly print or type all requested information.
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about filling out this form?
Please
call ViewSonic’s Human Resources Department -
909.444.8800.
5
(b) ViewSonic
may, in its sole discretion, and in compliance with any applicable legal
conditions or restrictions, withhold from fully vested shares of Common Stock
otherwise issuable to you upon the exercise of your option a number of whole
shares of Common Stock having a Fair Market Value, determined by ViewSonic
as of
the date of exercise, not in excess of the minimum amount of tax required to
be
withheld by law (or such lower amount as may be necessary to avoid variable
award accounting). Any adverse consequences to you arising in connection with
such share withholding procedure shall be your sole responsibility.
(c) You
may
not exercise your option unless the tax withholding obligations of ViewSonic
and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise
your option when desired even though your option is vested, and ViewSonic shall
have no obligation to issue a certificate for such shares of Common Stock or
release such shares of Common Stock from any escrow provided for herein unless
such obligations are satisfied.
11. NOTICES.
Any
notices provided for in your option or the Plan shall be given in writing and
shall be deemed effectively given upon receipt or, in the case of notices
delivered by mail by ViewSonic to you, five (5) days after deposit in the United
States mail, postage prepaid, addressed to you at the last address you provided
to ViewSonic.
12. GOVERNING
PLAN DOCUMENT.
Your
option is subject to all the provisions of the Plan, the provisions of which
are
hereby made a part of your option, and is further subject to all
interpretations, amendments, rules and regulations, which may from time to
time
be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of your option and those of the Plan, the provisions
of
the Plan shall control.
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Please
clearly print or type all requested information.
Questions
about filling out this form?
Please
call ViewSonic’s Human Resources Department - 909.444.8800.
6.