EXHIBIT 10.2
IXYS CORPORATION
1999 NON-EMPLOYEE DIRECTORS' EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
(NONSTATUTORY STOCK OPTIONS)
Pursuant to your Certificate of Stock Option Grant on the AST Stockplan website
("Certificate") and this Stock Option Agreement, IXYS Corporation (the
"Company") has granted you an option under its 1999 Non-Employee Directors'
Equity Incentive Plan (the "Plan") to purchase the number of shares of the
Company's Common Stock indicated in your Certificate at the exercise price
indicated in your Certificate. 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 provided in your Certificate, provided
that vesting will cease upon the termination of your
Continuous Service.
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 Certificate may be adjusted from
time to time for Capitalization Adjustments, as provided in
the Plan.
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 THE COMPANY, which
may include one or more of the following:
a. In the Company'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 the
Company or the receipt of irrevocable instructions
to pay the aggregate exercise price to the Company
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 the Company's reported earnings
(generally six months) or that you did not
acquire, directly or indirectly from the Company,
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 the Company at the time you
exercise your option, shall include delivery to
the Company of your attestation of ownership of
such shares of Common Stock in a form approved by
the Company.
Notwithstanding the foregoing, you may not
exercise your option by tender to the Company of
Common Stock to the extent such tender would
violate the provisions of any law, regulation or
agreement restricting the redemption of the
Company's stock.
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, the Company
has determined that such exercise and issuance would be exempt
from the registration requirements of the Securities Act. The
exercise of your option must also comply with other applicable
laws and regulations governing your option, and you may not
exercise your option if the Company determines that such
exercise would not be in material compliance with such laws
and regulations.
6. TERM. 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 your
Disability or death, provided that if during any
part of such three- (3-) month period your option
is not exercisable solely because of the condition
set forth in the preceding paragraph relating to
"Securities Law Compliance," 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. the Expiration Date indicated in your Certificate;
or
e. the tenth (10th) anniversary of the Date of Grant.
7. EXERCISE.
a. You may exercise the vested portion of your option
(and the unvested portion of your option if your
Certificate so permits) during its term by
delivering a Notice of Exercise (in a form
designated by the Company) together with the
exercise price to the Secretary of the Company, or
to such other person as the Company may designate,
during regular business hours, together with such
additional documents as the Company may then
require.
b. By exercising your option you agree that, as a
condition to any exercise of your option, the
Company may require you to enter into an
arrangement providing for the payment by you to
the Company of any tax withholding obligation of
the Company 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.
8. TRANSFERABILITY. Your option is not transferable, except by
will or by the laws of descent and distribution, and is
exercisable during your life only by you. Notwithstanding the
foregoing, by delivering written notice to the Company, in a
form satisfactory to the Company, you may designate a third
party who, in the event of your death, shall thereafter be
entitled to exercise your option.
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 the Company
or an Affiliate, or of the Company or an Affiliate to continue
your employment. In addition, nothing in your option shall
obligate the Company or an Affiliate, their respective
shareholders, Boards of Directors, Officers or Employees to
continue any relationship that you might have as a Director or
Consultant for the Company 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 the
Company, you hereby authorize withholding from payroll
and any other amounts payable to you, and otherwise
agree to make adequate provision for (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 permitted by the Company), any sums
required to satisfy the federal, state, local and
foreign tax withholding obligations of the Company or an
Affiliate, if any, which arise in connection with your
option.
b. Upon your request and subject to approval by the
Company, in its sole discretion, and compliance with any
applicable conditions or restrictions of law, the
Company may 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 the Company as
of the date of exercise, not in excess of the minimum
amount of tax required to be withheld by law. If the
date of determination of any tax withholding obligation
is deferred to a date later than the date of exercise of
your option, share withholding pursuant to the preceding
sentence shall not be permitted unless you make a proper
and timely election under Section 83(b) of the Code,
covering the aggregate number of shares of Common Stock
acquired upon such exercise with respect to which such
determination is otherwise deferred, to accelerate the
determination of such tax withholding obligation to the
date of exercise of your option. Notwithstanding the
filing of such election, shares of Common Stock shall be
withheld solely from fully vested shares of Common Stock
determined as of the date of exercise of your option
that are otherwise issuable to you upon such exercise.
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 the Company 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 the Company 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.
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 the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the
last address you provided to the Company.
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.
IXYS 1999 NON-EMPLOYEE DIRECTORS' EQUITY INCENTIVE PLAN
CERTIFICATE OF STOCK OPTION GRANT
GRANTED TO: THIS STOCK OPTION WAS GRANTED TO YOU
ON BY IXYS
SOCIAL SECURITY CORPORATION. THE STOCK OPTION PRICE IS
NUMBER: THE FMV ON THE DATE OF GRANT, WHICH
WAS $ .
EMPLOYEE ID:
Top of Form
OPTION TO ------------------------------------------
PURCHASE: Bottom of Form
TYPE OF STOCK
OPTION:
GRANT NUMBER:
GRANT DATE:
GRANT EXPIRATION
DATE:
GRANT PRICE:
VESTING SCHEDULE
VESTING START DATE:
SHARES VESTING VESTING IN PERIOD
DATE OF VEST OVER THE PERIOD OCCURS LAST DATE TO EXERCISE
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Authorized by:
IXYS CORPORATION