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EXHIBIT 10.8
Grant No._________________
PHASE METRICS, INC.
NOTICE OF GRANT OF STOCK OPTION
Notice is hereby given of the following option grant (the "Option")
to purchase shares of the Common Stock of Phase Metrics, Inc. (the
"Corporation"):
Optionee: __________________________________________________________
Grant Date: ________________________________________________________
Vesting Commencement Date: _________________________________________
Exercise Price: $____ per share
Number of Option Shares: ___________________ shares
Expiration Date: ___________________________________________________
Type of Option: _____ Incentive Stock Option
_____ Non-Statutory Stock Option
Date Exercisable: Immediately Exercisable
Vesting Schedule: The Option Shares shall be unvested and subject to
repurchase by the Corporation at the Exercise Price paid per share.
Optionee shall acquire a vested interest in, and the Corporation's
repurchase right will accordingly lapse with respect to, (i) twenty
percent (20%) of the Option Shares upon Optionee's completion of one
(1) year of Service measured from the Vesting Commencement Date and
(ii) the balance of the Option Shares in a series of forty-eight
(48) equal successive monthly installments upon Optionee's
completion of each additional month of Service over the forty-eight
(48)-month period measured from the first anniversary of the Vesting
Commencement Date. Should the Optionee die while in Employee status,
then all the Option Shares shall immediately vest and shall no
longer be subject to the Corporation's repurchase right. In no other
event shall any additional Option Shares vest after Optionee's
cessation of Service.
The Option is granted subject to and in accordance with the terms of
the Phase Metrics, Inc. 1995 Stock Option Plan (the "Plan"). Optionee shall be
bound by the terms of the Plan and the terms of the Option as set forth in the
Stock Option Agreement attached hereto as Exhibit A. Any Option Shares purchased
under the Option will be subject to the provisions of the Stock Purchase
Agreement attached hereto as Exhibit B.
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Optionee hereby acknowledges receipt of a copy of the Plan in the
form attached hereto as Exhibit C.
REPURCHASE RIGHTS. OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES
ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO CERTAIN REPURCHASE
RIGHTS AND RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE CORPORATION AND ITS
ASSIGNS UPON THE TERMS AND CONDITIONS SPECIFIED IN THE ATTACHED STOCK PURCHASE
AGREEMENT.
No Employment or Service Contract. Nothing in this Notice or in the
Plan shall confer upon Optionee any right to continue in Service for any period
of specific duration or interfere with or otherwise restrict in any way the
rights of the Corporation (or any Parent or Subsidiary employing or retaining
Optionee) or of Optionee, which rights are hereby expressly reserved by each, to
terminate Optionee's Service at any time for any reason, with or without cause.
Definitions. All capitalized terms in this Notice shall have the
meaning assigned to them in this Notice or in the attached Stock Option
Agreement.
____________________, 199__
Date
PHASE METRICS, INC.
By: _____________________________________
Title: __________________________________
_________________________________________
OPTIONEE
Address: ________________________________
_________________________________________
ATTACHMENTS
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EXHIBIT A - STOCK OPTION AGREEMENT
EXHIBIT B - STOCK PURCHASE AGREEMENT
EXHIBIT C - 1995 STOCK OPTION PLAN
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EXHIBIT A
STOCK OPTION AGREEMENT
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EXHIBIT B
STOCK PURCHASE AGREEMENT
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EXHIBIT C
1995 STOCK OPTION PLAN