NAYNA NETWORKS, INC.
NOTICE OF GRANT OF STOCK OPTION
The Participant has been granted an option (the "OPTION") to purchase certain
shares of Stock of Nayna Networks, Inc. pursuant to the Nayna Networks, Inc.
2006 Executive Stock Plan (the "PLAN"), as follows:
PARTICIPANT: ---------------------------
DATE OF GRANT: ---------------------------
NUMBER OF OPTION SHARES: ---------------------------
EXERCISE PRICE: $ per share
--------------------------
INITIAL VESTING DATE: The date one (1) year after [vesting
commencement date]
OPTION EXPIRATION DATE: The date ten (10) years after the Date of Grant
TAX STATUS OF OPTION: Nonstatutory Stock Option
VESTED SHARES: Except as provided in the Stock Option
Agreement, the number of Vested Shares
(disregarding any resulting fractional share)
as of any date is determined by multiplying the
Number of Option Shares by the "VESTED RATIO"
determined as of such date as follows:
VESTED RATIO
------------
Prior to Initial Vesting Date 0
On Initial Vesting Date, provided the Participant's Service
has not terminated prior to such date 1/4
Plus
----
For each additional full month of the Participant's
continuous Service from Initial Vesting Date until the
Vested Ratio equals 1/1, an additional 1/48
By their signatures below, the Company and the Participant agree that the Option
is governed by this Grant Notice and by the provisions of the Plan and the Stock
Option Agreement, both of which are attached to and made a part of this
document. The Participant acknowledges receipt of copies of the Plan and the
Stock Option Agreement, represents that the Participant has read and is familiar
with their provisions, and hereby accepts the Option subject to all of their
terms and conditions.
NAYNA NETWORKS, INC. PARTICIPANT
By: --------------------------
--------------------------------
Signature
Its:
------------------------------- --------------------------
Date
Address: 4699 Old Ironsides Drive, Suite 420
Santa Clara, CA 95054 Address
ATTACHMENTS: 2006 Executive Stock Plan, as amended to the Date of Grant;
Stock Option Agreement and Exercise Notice