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EXHIBIT 10.36
OPTION NO. 3
CALNETICS CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
(1995 EMPLOYEE STOCK OPTION PLAN)
This Incentive Stock Option Agreement (this "Agreement") is made
effective as of the Option Grant Date set forth below by and between Calnetics
Corporation, a California Corporation (the "Company"), and the optionee named on
the signature page hereto ("Optionee").
Whereas, Optionee is an employee of the Company and/or one or more of
its subsidiaries; and
Whereas, pursuant to the Company's 1995 Employee Stock Option Plan (the
"1995 Employee Plan"), the committee of the Board of Directors of the Company
administering the 1995 Employee Plan (the "Committee") has approved the grant to
Optionee of an incentive stock option to purchase shares of the Company's Common
Stock on the terms and conditions set forth herein.
Now, therefore, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto agree as follows:
1. Governing Plan. A copy of the 1995 Employee Plan is attached hereto
as Exhibit A and incorporated herein by this reference. This Agreement is
subject in all respects to the applicable provisions of the 1995 Employee Plan,
and in the case of any conflict between the provisions of the 1995 Employee Plan
and this Agreement, the provisions of the 1995 Employee Plan shall be
controlling. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the 1995 Employee Plan.
2. Grant of Option. The Company hereby grants to Optionee, and Optionee
hereby accepts, an incentive stock option (the "Option") to purchase the number
of shares of the Company's Common Stock indicated below upon the following terms
and subject to the following conditions:
(a) Option Grant Date: January 28, 1997
(b) Number of Shares: 50,000 shares
(c) Exercise Price: $6.125 per share
(d) Vesting Schedule: in three equal annual installments commencing
on the first anniversary of the Option Grant Date
(e) Form of Payment: cash, unless determined otherwise by the
administrator of the 1995 Employee Plan
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3. Term and Termination. The Option shall be effective as of the Option
Grant Date and shall expire at 5:00 p.m. Chatsworth, California time, on the
earliest of (i) the applicable time set forth in Section 3.07 of the 1995
Employee Plan, (ii) the tenth anniversary of the Option Grant Date, or (iii) the
fifth anniversary of the Option Grant Date if Optionee owned on the Option Grant
Date more than 10% (after application of the family and other attribution rules
of Section 424(d) of the Internal Revenue Code) of the total combined voting
power of all classes of stock of the Company or any parent or subsidiary
corporation.
4. Employment Rights. No provision of this Agreement or the Option
granted hereunder shall (a) confer upon Optionee any right to continue in the
employ of the Company or any of its subsidiaries, (b) affect the right of the
Company and each of its subsidiaries to terminate the employment of Optionee,
with or without cause, or (c) confer upon Optionee any right to participate in
any employee welfare or benefit plan or other program of the Company or any of
its subsidiaries other than the 1995 Employee Plan.
5. Governing Law. This Agreement shall be governed by, interpreted
under, and construed and enforced in accordance with the internal laws, and not
the laws pertaining to conflicts or choice of laws, of the State of California
applicable to agreements made and to be performed wholly within the State of
California.
IN WITNESS WHEREOF, the Company and Optionee have executed this
Agreement effective as of the date first written above.
CALNETICS CORPORATION OPTIONEE
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman of the Board
and President Address: c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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