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EXHIBIT 99.2
STOCK OPTION AGREEMENT
UNDER THE
INFOGEAR TECHNOLOGY CORPORATION
1998 STOCK OPTION PLAN
THIS AGREEMENT is made effective as of _________ (the "GRANT DATE"),
between INFOGEAR TECHNOLOGY CORPORATION, a California corporation (the
"COMPANY"), and the undersigned Optionee ___________ ("OPTIONEE"). Capitalized
terms not otherwise defined in this Agreement will have the meanings set forth
in the Option Plan (as defined below).
THE PARTIES AGREE AS FOLLOWS:
1. Option Grant. Subject to all of the terms and conditions set forth herein
and in the Company's 1998 STOCK OPTION PLAN, a copy of which is attached hereto
and incorporated by reference (the "OPTION PLAN"), the Company hereby grants to
Optionee an option (the "OPTION") to purchase the number of shares of the
Company's Common Stock (the "SHARES"), at the exercise price per share (the
"OPTION PRICE"), and subject to the Expiration Date (subject also to earlier
termination as provided in the Option Plan, but in no event after the tenth
anniversary of the Grant Date), set forth below:
Number of Shares subject to
the Option:.................................. ________
Option Price per share:...................... $________
Vesting Start Date:.......................... ________
Expiration Date:............................. ________
This Option is a __________ option.
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/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.
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(b) Exercise of Option. Optionee may exercise the Option, in whole or in
part, at any time provided that exercise of Unvested Options will cause the
Option Shares so purchased to remain subject to Vesting and the right of
repurchase described in section 2(c) below. Any Options exercised before they
have Vested will be attributed to the Options that are next scheduled to Vest.
(c) Company Right to Repurchase Unvested Option Shares. Pursuant to
section 6.8(c) of the Option Plan, in the event that Optionee suffers a Loss of
Eligibility Status, then for a period of 90 days after the date of such event
the Company will have an assignable right, but not an obligation, to repurchase
any Option Shares owned by Optionee (or any transferee pursuant to a Permitted
Transfer as provided in section 6.7 of the Option Plan) that remain Unvested as
of such event (after giving effect to any accelerated Vesting provided in
section 2(a) above) for a price per share equal to the Option Price, subject to
appropriate adjustment for stock splits, stock dividends and/or combinations.
(d) Notice of Exercise. Optionee or Optionee's representative may exercise
the Option by giving written notice to the Company pursuant to section 6.5 of
the Option Plan. Unless the Company requires Optionee to use a specified form of
notice of exercise, Optionee's notice need only specify the election to exercise
the Option, the date of exercise, the number of Shares of Option Stock for which
it is being exercised, and the amount and permissible form of payment. The
notice must 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 cash or a check made payable to the
Company, or by the delivery of one or more certificate(s) representing shares of
stock 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.
(e) 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.
(f) Issuance of 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 Shares of Option Stock 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, subject to the provisions of the Option Plan.
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.
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(b) Optionee understands that the Option and the Shares that may be
acquired by exercising the Option have not been registered under the Securities
Act of 1933, as amended (the "1933 ACT"), and that the Option and the Shares are
not freely tradeable and must be held indefinitely unless they are either
registered under the 1 933 Act or an exemption from such registration is
available. Optionee understands that the Company is under no obligation to
register the Option or the Shares. Optionee also understands that the Option and
the 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.
4. No Shareholder Rights. No rights or privileges of a shareholder in the
Company are conferred by reason of the granting of the Option. Optionee will not
become a shareholder in the Company with respect to any Shares of Option Stock
unless and until the Option has been properly exercised and the Option Price
fully paid as to the portion of the Option exercised.
5. No Employment Rights. Nothing in this Agreement will be construed as giving
Optionee the right to be retained as an employee of the Company and/or its
Subsidiaries.
6. Terms of the Option Plan. Optionee understands that the Option Plan
includes important terms and conditions that apply to the Option. Those terms
include (without limitation): 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 THAT HE OR SHE HAS 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.
7. Miscellaneous.
(a) Assignment. 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.
(b) Entire Agreement; Amendments. This Agreement 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 and supersedes
all prior option agreements (to the extent unexercised) between the parties,
each of which is hereby deemed cancelled. 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.
(c) Governing Law. This Agreement shall be construed and governed by the
substantive laws of the State of California.
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(d) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
The parties hereby have entered into this Agreement as of the Grant Date.
INFOGEAR TECHNOLOGY CORPORATION
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: President and CEO
"OPTIONEE"
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Name:
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Address:
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Attachments: (1) Spousal Consent
(2) 1998 Stock Option Plan
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SPOUSAL CONSENT
I am the spouse of ________________, who together with InfoGear Technology
Corporation (the "COMPANY"), has entered into the Option Shares Agreement (the
"AGREEMENT"), to which this Consent is attached. Capitalized terms not defined
herein will have the meaning set forth in such Agreement, or in the InfoGear
Technology Corporation 1998 Stock Option Plan, which forms a part of such
Agreement (the "OPTION PLAN").
I have read and understand the Agreement and the Option Plan. I acknowledge
that, by execution hereof, I am bound by the Agreement and the Option Plan as to
any and all interests I may have in the Option and the Option Shares issuable
under the Agreement and the Option Plan. In particular, I understand and agree
that the Option Shares (including any interest that I may have therein) are
subject to certain repurchase rights in the Company and certain restrictions on
transfer.
I also agree with my spouse and the Company that if my spouse and I ever
get divorced or enter into any marital property settlement agreement, or if my
spouse or I ever seek a decree of separate maintenance, to the extent my spouse
has or can obtain assets other than the Shares in amounts and of value
sufficient to settle or satisfy any marital property claims I may have in the
value of the Option Shares, I will accept such other assets in settlement of
those claims.
I agree that I will not do anything to try to prevent the operation of any
part of the Agreement or the Option Plan. I acknowledge that I have had an
opportunity to obtain independent counsel to advise me concerning the matters
contained herein.
Dated:
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Signature:
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Print Name:
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