RADIUS INC.
NEW EMPLOYEE STOCK OPTION GRANT
OPTIONEE:
ADDRESS:
NUMBER OF SHARES OF COMMON STOCK PURCHASABLE:
EXERCISE PRICE PER SHARE:
DATE OF GRANT:
START DATE:
EXPIRATION DATE:
TYPE OF STOCK OPTION (CHECK ONE): INCENTIVE NONQUALIFIED
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1. GRANT OF OPTION. Radius Inc. (the "COMPANY"), a California
corporation, hereby grants to the optionee named above ("OPTIONEE") an option
(this "OPTION") to purchase to the total number of shares of common stock of the
Company set forth above (the "SHARES") at the exercise price per share set forth
above (the "EXERCISE PRICE"), subject to all of the terms and conditions of this
Grant and the Company's 1986 Stock Option Plan as amended to date (the "PLAN").
If designated as an Incentive Stock Option above, this Option is intended to
qualify as an "incentive stock option" ("ISO") within the meaning of Section
422A of the Internal Revenue Code of 1986, as amended (the "CODE"). Unless
otherwise defined herein, capitalized terms shall have the meanings ascribed to
them in the Plan.
2. EXERCISE PERIOD OF OPTION. Subject to the terms and conditions
of the Plan and this Grant, this Option shall become exercisable following the
first six (6) month period after the Start Date set forth above, at the rate of
four percent (4%) of the total number of Shares per calendar month for the next
six months and two percent (2%) of the total number of shares per month for the
next 38 months; provided, however, that this Option shall expire on the
Expiration Date set forth above and must be exercised, if at all, on or before
the Expiration Date.
3. RESTRICTIONS ON EXERCISE. Exercise of this Option is subject to
the following limitations:
(a) This Option may not be exercised unless such exercise is in
compliance with the 1933 Act and all applicable state securities laws, as they
are in effect on the date of exercise.
(b) This Option may not be exercised as to fewer than 100 Shares
unless it is exercised as to all Shares as to which this Option is then
exercisable.
4. TERMINATION OF OPTION. Except as provided below in this Section,
this Option shall terminate and may not be exercised if Optionee ceases to be
employed by the Company or any Parent or Subsidiary of the Company (or in the
case of an NQSO, an Affiliate of the Company). Optionee shall be considered to
be employed by the Company for all purposes under this Section 4 if Optionee is
an officer or full-time employee of the Company or any Parent, Subsidiary or
Affiliate of the Company or if the Board determines that Optionee is rendering
substantial services
as a part-time employee, consultant, contractor or adviser to the Company or
any Parent, Subsidiary or Affiliate of the Company. The Board shall have
discretion to determine whether Optionee has ceased to be employed by the
Company and the effective date on which such employment terminated (the
"TERMINATION DATE").
(a) If an Optionee ceases to be employed by the Company or any
Parent, Subsidiary or Affiliate of the Company for any reason except death or
disability, this Option, to the extent that it would have been exercisable by
Optionee on the Termination Date, may be exercised by Optionee no later than (i)
thirty (30) days after the Termination Date, or (ii) the Expiration Date,
whichever occurs first.
(b) If Optionee's employment with the Company or any Parent,
Subsidiary or Affiliate of the Company is terminated because of the death of
Optionee or disability of Optionee within the meaning of Section 22(e)(3) of the
Code, this Option, to the extent that it would have been exercisable by Optionee
on the Termination Date, may be exercised by Optionee (or Optionee's legal
representative) no later than (i) twelve (12) months after the Termination Date
or (ii) the Expiration Date, whichever occurs first.
Nothing in the Plan or this Grant shall confer on Optionee any right to continue
in the employ of the Company or any Parent, Subsidiary or Affiliate of the
Company or limit in any way the right of the Company or any Parent, Subsidiary
or Affiliate of the Company to terminate Optionee's employment at any time, with
or without cause.
5. MANNER OF EXERCISE.
(a) This Option shall be exercisable by delivery to the Company
of an executed Stock Option Exercise Notice in a form available from the
Company, which shall set forth Optionee's election to exercise this Option and
the number of Shares being subscribed to.
(b) Such notice shall be accompanied by full payment of the
Exercise Price for the Shares being purchased (i) in cash (by check), (ii) by
surrender of shares of common stock of the Company that have been owned by
Optionee for more than six (6) months (and which have been paid for within the
meaning of SEC Rule 144 and, if such shares were purchased from the Company by
use of a promissory note, such note has been fully paid with respect to such
shares) or were obtained by the Optionee in the open public market, having a
Fair Market Value equal to the exercise price of the Option; (iii) by waiver of
compensation due or accrued to Optionee for services rendered; (iv) through a
"same day sale" commitment from the Optionee and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD DEALER")
whereby the Optionee irrevocably elects to exercise the Option and to sell a
portion of the Shares so purchased to pay for the exercise price and whereby the
NASD Dealer irrevocably commits upon receipt of such Shares to forward the
exercise price directly to the Company; (v) through a "margin" commitment from
the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to
exercise the Option and to pledge the Shares so purchased to the NASD Dealer in
a margin account as security for a loan from the NASD Dealer in the amount of
the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt
of such Shares to forward the exercise price directly to the Company; (vi) where
permitted by applicable law and approved by the Committee in its sole
discretion, by tender of a full recourse promissory note having such terms as
may be approved by the Committee and bearing interest at a rate sufficient to
avoid imputation of income under Sections 483 and 1274 of the Code; or (vii) by
any combination of the foregoing where approved by the Committee in its sole
discretion. Optionees who are not employees or directors of the Company shall
not be entitled to purchase Shares with a promissory note unless the note is
adequately secured by collateral other than the Shares.
(c) Prior to the issuance of the Shares upon exercise of this
Option, Optionee
must pay or make adequate provision for any federal or state withholding
obligations of the Company. Optionee may provide for payment of withholding
taxes upon exercise of the Option by requesting that the Company retain
Shares with a Fair Market Value equal to the minimum amount of taxes required
to be withheld. In such case, the Company shall issue the net number of
Shares to the Optionee by deducting the Shares retained from the Shares
issuable upon exercise.
(d) Provided that such notice and payment are in form and
substance satisfactory to counsel for the Company, the Company shall issue the
Shares registered in the name of Optionee or Optionee's legal representative.
6. NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. If the Option
granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (i) the date two years after the date of this grant, or (ii) the date
one year after transfer of such Shares to the Optionee upon exercise of the ISO,
the Optionee shall immediately notify the Company in writing of such
disposition. Optionee agrees that Optionee may be subject to income tax
withholding by the Company on the compensation income recognized by the Optionee
from the early disposition by payment in cash or out of the current earnings
paid to the Optionee.
7. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and transfer
of Shares shall be subject to compliance by the Company and the Optionee with
all applicable requirements of federal or state securities laws and with all
applicable requirements of any stock exchange or national market system on which
the Company's common stock may be listed at the time of such issuance or
transfer.
8. NONTRANSFERABILITY OF OPTION. This Option may not be transferred
in any manner other than by will or by the laws of descent and distribution and
may be exercised during the lifetime of the Optionee only by the Optionee. The
terms of this Option shall be binding upon the executors, administrators,
successors and assigns of the Optionee.
9. TAX CONSEQUENCES. Set forth below is a brief summary as of the
date of this Option of some of the federal and California tax consequences of
exercise of this Option and disposition of the Shares. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING
OF THE SHARES.
(a) EXERCISE OF ISO. If this Option qualifies as an ISO, there
will be no regular federal income tax liability or California income tax
liability upon the exercise of the Option, although the excess, if any, of the
Fair Market Value of the Shares on the date of exercise over the Exercise Price
will be treated as a tax preference item for federal income tax purposes and may
subject the Optionee to the alternative minimum tax in the year of exercise.
(b) EXERCISE OF NONQUALIFIED STOCK OPTION. If this Option does
not qualify as an ISO, there may be a regular federal income tax liability and a
California income tax liability upon the exercise of the Option. The Optionee
will be treated as having received compensation income (taxable at ordinary
income tax rates) equal to the excess, if any, of the Fair Market Value of the
Shares on the date of exercise over the Exercise Price. The Company will be
required to withhold from Optionee's compensation or collect from Optionee and
pay to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.
(c) DISPOSITION OF SHARES. If the Shares are held for at least
twelve months after the date of the transfer of the Shares pursuant to the
exercise of this Option (and, in the case of an ISO, are disposed of at least
two years after the Date of Grant), any gain realized on disposition of
the Shares will be treated as long term capital gain for federal and
California income tax purposes. If Shares purchased under an ISO are
disposed of within such one year period or within two years after the Date of
Grant, any gain realized on such disposition will be treated as compensation
income (taxable at ordinary income rates) to the extent of the excess, if
any, of the Fair Market Value of the Shares - the date of exercise over the
Exercise Price.
10. INTERPRETATION. Any dispute regarding the interpretation of this
agreement shall be submitted by Optionee or the Company forthwith to the Board
or the committee thereof that administers the Plan, which shall review such
dispute at its next regular meeting. The resolution of such a dispute by the
Board or committee shall be final and binding on the Company and on Optionee.
11. ENTIRE AGREEMENT. The Plan and the Stock Option Exercise Notice
are incorporated herein by reference. This Grant, the Plan and the Stock Option
Exercise Notice constitute the entire agreement of the parties and supersede all
prior undertakings and agreements with respect to the subject matter hereof.
ACCEPTANCE
Optionee hereby acknowledges receipt of a copy of the Plan, represents that
Optionee has read and understands the terms and provisions thereof, and accepts
this Option subject to all the terms and provisions of the Plan and this Grant.
Optionee acknowledges that there may be adverse tax consequences upon exercise
of this Option or disposition of the Shares and that Optionee should consult a
tax adviser prior to such exercise or disposition.
OPTIONEE
By:
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