Exhibit 10.4
2001 Stock Option Plan
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Stock Option Agreement
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II. AGREEMENT
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1. Grant of Option. The Committee that administers the Adept Technology,
Inc. 2001 Stock Option Plan (the "Plan") hereby grants to the Optionee named in
the Notice of Grant attached as Part I of this Agreement (the "Optionee") a
Nonqualified Option (the "Option") to purchase the number of Shares, as set
forth in the Notice of Grant, at the exercise price per share set forth in the
Notice of Grant (the "Exercise Price"), subject to the terms and conditions of
the Plan, which is incorporated herein by reference. In the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of
this Option Agreement, the terms and conditions of the Plan shall prevail.
Unless noted otherwise, capitalized terms hereunder have the same meaning as
defined in the Plan.
2. Exercise of Option.
(a) Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out below and the applicable provisions
of the Plan and this Option Agreement. In the event of termination of Optionee's
employment, the exercisability of the Option is governed by the applicable
provisions of the Plan and this Option Agreement.
(i) Vesting Schedule: This Option may be exercised, in whole or in part, in
accordance with the schedule set forth in the Notice of Grant, to which this
Option Agreement is attached and which becomes a part hereof. Vesting is
normally at 1/48th of the total number of shares per month from the date of
grant.
(b) Method of Exercise. This Option is exercisable by delivery of an
exercise notice, in the form attached as Exhibit A (the "Exercise Notice"),
which shall state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the "Exercised Shares"), and
such other representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. The Exercise Notice shall be signed by
the Optionee and shall be delivered in person or by certified mail to the
Secretary of the Company. The Exercise Notice shall be accompanied by payment of
the aggregate Exercise Price as to all Exercised Shares. This Option shall be
deemed to be exercised upon receipt by the Company of such fully executed
Exercise Notice accompanied by such aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with all relevant provisions of law
and the requirements of any stock exchange or quotation service upon which the
Shares are then listed. Assuming such compliance, for income tax purposes the
Exercised Shares shall be considered transferred to the Optionee on the date the
Option is exercised with respect to such Exercised Shares.
3. Method of Payment. Payment of the aggregate Exercise Price shall be by
any of the following, or a combination thereof, at the election of the Optionee:
(a) cash;
(b) check;
(c) delivery of a properly executed exercise notice together with such
other documentation as the Committee and the broker, if applicable, shall
require to effect an exercise of the Option and delivery to the Company of the
sale or loan proceeds required to pay the exercise price; or
(d) surrender of other Shares which (i) in the case of Shares acquired
upon exercise of an option, have been owned by the Optionee for more than six
(6) months on the date of surrender, and (ii) have a Fair Market Value on the
date of surrender equal to the aggregate Exercise Price of the Exercised Shares.
4. Non-Transferability of Option. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by the Optionee. The terms of
the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
5. Term of Option. This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.
(a) Termination Period: This Option may be exercised for 30 days after
termination of Optionee's employment. Upon the death or Disability of the
Optionee, this Option may be exercised for such longer period as provided in the
Plan. In no event shall this Option be exercised later than the Term/Expiration
Date of the Option as provided above or in the Notice of Grant.
6. Tax Consequences. Some of the federal and state tax consequences
relating to this Option, as of the date of this Option, are set forth below.
THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE
SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING
THIS OPTION OR DISPOSING OF THE SHARES.
(a) Exercising the Option. The Optionee will incur regular federal
income tax and state income tax liability upon 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 Exercised Shares on the date of exercise over their aggregate Exercise
Price. The Company will be required to withhold from his or her compensation or
collect from Optionee and pay to the applicable taxing authorities an amount in
cash equal to a percentage of this compensation income at the time of exercise,
and may refuse to honor the exercise and refuse to deliver Shares if such
withholding amounts are not delivered at the time of exercise.
(b) Disposition of Shares. If the Optionee holds the Shares purchased
upon exercise of the Options for at least one year from the date of exercise,
any gain realized on disposition of the Shares will be treated as long-term
capital gain (or loss) for federal income tax purposes. If the Shares are held
for less than one year from the date of exercise, any gain or loss will be
treated as short-term.
7. California State Securities Laws. Optionee understands that the Option
is being granted pursuant to an exemption from registration or qualification
under the California state securities laws. As a result, certain representations
must be obtained from the Optionee. In connection with the Option grant,
Optionee represents the following:
(a) Optionee is acquiring the securities for the undersigned's own
account and not with a view to or for sale in connection with any distribution
of the Option or underlying shares of common stock;
(b) Optionee has a preexisting personal or business relationship with
the Company, and is an officer or director of the Company.
(c) By reason of such Optionee's business or financial experience, the
undersigned has the capacity to protect his own interests in connection with the
grant of the Option and issuance of common stock thereunder.
8. Entire Agreement; Governing Law. The Plan is incorporated herein by
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by California law except for that body of
law pertaining to conflict of laws.
By your signature and the signature of the Company's representative above,
you and the Company agree that this Option is granted under and governed by the
terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Committee upon any questions relating to the Plan and
Option Agreement. Optionee further agrees to notify the Company upon any change
in the residence address indicated above.