Exhibit 10.1
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Adept Technology, Inc.
Notice of Grant of Stock Options ID: 94-2900635
and Option Agreement 3011 Triad Drive
Livermore, CA 94551
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Robert Bucher Option Number: R00001706
[Address] Plan: 2003
ID: 00000001667
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Effective 8/18/2005, you have been granted a(n) Non-Qualified Stock Option to
buy 50,000 shares of Adept Technology, Inc. (the Company) stock at $8.0000 per
share.
Effective 4/27/06, the Non-Qualified Stock Option shall be exercisable for up to
35,000 shares of Company stock at $8.0000 per share.
The total option price of the shares granted is $280,000.00
Shares in each period will become fully vested on the date shown.
Shares Vest Type Full Vest Expiration
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4,375 On Vest Date 4/27/2006 8/18/2015
30,625 Monthly 10/27/2009 8/18/2015
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By your signature and the Company's signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the Company's Stock Option Plan as amended and the Option Agreement, all of
which are attached and made a part of this document.
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Adept Technology, Inc. Date
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Robert Bucher Date
ADEPT TECHNOLOGY, INC.
OPTION AGREEMENT FOR
"PERFORMANCE BASED"
NONQUALIFIED STOCK OPTIONS
II. Agreement
The terms of this Option Agreement apply to any Options granted under the Adept
Technology, Inc. 2003 Stock Option Plan (the "Plan"), which are identified as
nonqualified stock options and are evidenced by a Notice of Grant attached as
Part I of this Option Agreement.
1. TERMS OF OPTION
FOR GOOD AND VALUABLE CONSIDERATION, Adept Technology, Inc. (the
"Company"), has granted to the Participant named in the notice of
grant attached as Part I of this Option Agreement (the "Notice of
Grant") a "performance based" nonqualified stock option (the "Option")
to purchase up to the number of shares of the Company's common stock
(the "Common Stock"), set forth in the Notice of Grant, at the
purchase price per share and upon the other terms and subject to the
conditions set forth in this Option Agreement (as amended from time to
time), including the Notice of Grant, and the Plan. The performance
objectives of these "performance based options" include specified
financial objectives (including profits and earnings growth) as well
as certain corporate strategic goals as determined and identified to
the Participant on or before the date hereof. For purposes of this
Option Agreement, any reference to the Company shall include a
reference to any Subsidiary.
2. NON-QUALIFIED STOCK OPTION
The Option is not intended to be an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code") and will be interpreted accordingly.
3. EXERCISE OF OPTION
The Option shall not be exercisable as of the date the Option is
granted (the "Grant Date") set forth in the Notice of Grant. After the
Grant Date, to the extent not previously exercised, and subject to
termination or acceleration as provided in this Option Agreement and
the Plan, the Option shall be exercisable to the extent it becomes
vested, as described below, to purchase up to that number of shares of
Common Stock as set forth in the Notice of Grant provided that (except
as set forth in Section 4.A below) Participant remains employed with
the Company and does not experience a termination of employment.
A. Vesting
6/48th of the total number of shares subject to the options shall vest
on the date on which Adept's Compensation Committee confirms that
specified performance objectives have been met. Thereafter, the
Performance Options shall vest at 1/48th of the total number of shares
subject to the options per month in equal installments. The vesting
period and/or exercisability of an Option may be adjusted by the
Administrator to reflect the decreased level of employment during any
period in which the Participant is on an approved leave of absence or
is employed on a less than full time basis, provided that the
Administrator may take into consideration any accounting consequences
to the Company.
B. Exercise
To exercise the Option (or any part thereof), Participant shall
deliver to the Company a "Notice of Exercise" on a form specified by
the Administrator, specifying the number of whole shares of Common
Stock Participant wishes to purchase and how Participant's shares of
Common Stock should be registered (in Participant's name only or in
Participant's and Participant's spouse's names as community property
or as joint tenants with right of survivorship).
The exercise price per share (the "Exercise Price") of the Option is
set forth in the Notice of Grant. The Company shall not be obligated
to issue any shares of Common Stock until Participant shall have paid
the total Exercise Price for that number of shares of Common Stock.
The Exercise Price may be paid in cash or by certified or cashiers'
check or by such other method as permitted by the Administrator.
Fractional shares may not be exercised. Shares of Common Stock will be
issued as soon as practical after exercise.
Notwithstanding the above, the Company shall not be obligated to
deliver any shares of Common Stock during any period when the Company
determines that the exercisability of the Option or the delivery of
shares hereunder would violate any federal, state or other applicable
laws, and the Option may be rescinded if necessary to ensure
compliance with federal, state or other applicable laws.
4. EXPIRATION OF OPTION
Except as provided in this Section 4, the Option shall expire and
cease to be exercisable as of the expiration date set forth in the
Notice of Grant in the column titled "Expiration" (the "Expiration
Date").
A. Upon the date of a termination of the Participant's employment as
a result of the death or Total and Permanent Disablement (as
defined in the Plan) of the Participant, the Option shall become
fully exercisable, and shall be exercisable by the Participant's
estate, heir or beneficiary for a period commencing on the date
of termination of the Participant's employment and expiring upon
the earlier of six (6) months following the date of termination
of the Participant's employment or the Expiration Date of the
Option.
B. Upon Retirement (as defined in the Plan) of the Participant, (i)
any part of the Option that is unexercisable as of such
Retirement shall remain unexercisable and shall terminate as of
such date, and (ii)any part of the Option that is exercisable as
of such Retirement shall expire upon the earlier of twelve (12)
months following such Retirement or the Expiration Date of the
Option
C. Upon the date of a termination of the Participant's employment
for cause (as determined under applicable law), the Option shall
immediately terminate and shall not be exercisable.
D. Upon a termination of the Participant's employment with the
Company for any reason other than the death, Total and Permanent
Disablement or Retirement of the Participant or for cause, (i)
any part of the Option that is unexercisable as of such
termination date shall remain unexercisable and shall terminate
as of such date, and (ii) any part of the Option that is
exercisable as of such termination date shall expire upon the
earlier of thirty (30) days following such date or the Expiration
Date of the Option.
5. RESTRICTIONS ON RESALES OF OPTION SHARES
The Company may impose such restrictions, conditions or limitations as
it determines appropriate as to the timing and manner of any resales
by the Participant or other subsequent transfers by the Participant of
any shares of Common Stock issued as a result of the exercise of the
Option, including without limitation (a) restrictions under an insider
trading policy, (b) restrictions designed to delay and/or coordinate
the timing and manner of sales by Participant and other optionholders
and (c) restrictions as to the use of a specified brokerage firm for
such resales or other transfers.
6. INCOME TAXES
To the extent required by applicable federal, state, local or foreign
law, the Participant shall make arrangements satisfactory to the
Company for the satisfaction of any withholding tax obligations that
arise by reason of an Option exercise or disposition of shares issued
as a result of an Option exercise. The Company shall not be required
to issue shares or to recognize the disposition of such shares until
such obligations are satisfied.
7. NON-TRANSFERABILITY OF OPTION
The Participant may not assign or transfer the Option to anyone other
than by will or the laws of descent and distribution and the Option
shall be exercisable only by the Participant during his or her
lifetime. The Company may cancel the Participant's Option if the
Participant attempts to assign or transfer it in a manner inconsistent
with this Section 7.
8. THE PLAN AND OTHER AGREEMENTS
In addition to the terms of this Option Agreement, the Option shall be
subject to the terms of the Plan, which are incorporated into this
Option Agreement by this reference. Capitalized terms not otherwise
defined herein shall have the meaning set forth in the Plan.
This Option Agreement, including the Notice of Grant, and the Plan
constitute the entire understanding between the Participant and the
Company regarding the Option. Any prior agreements, commitments or
negotiations concerning the Option are superseded.
9. LIMITATION OF INTEREST IN SHARES SUBJECT TO OPTION
Neither the Participant (individually or as a member of a group) nor
any beneficiary or other person claiming under or through the
Participant shall have any right, title, interest, or privilege in or
to any shares of Common Stock allocated or reserved for the purpose of
the Plan or subject to the this Option Agreement except as to such
shares of Common Stock, if any, as shall have been issued to such
person upon exercise of the Option or any part of it. Nothing in the
Plan, this Option Agreement, including the Notice of Grant, or any
other instrument executed pursuant to the Plan shall confer upon the
Participant any right to continue in the Company's employ or service
nor limit in any way the Company's right to terminate the
Participant's employment at any time for any reason.
10. GENERAL
In the event that any provision of this Option Agreement is declared
to be illegal, invalid or otherwise unenforceable by a court of
competent jurisdiction, such provision shall be reformed, if possible,
to the extent necessary to render it legal, valid and enforceable, or
otherwise deleted, and the remainder of this Option Agreement shall
not be affected except to the extent necessary to reform or delete
such illegal, invalid or unenforceable provision.
The headings preceding the text of the sections hereof are inserted
solely for convenience of reference, and shall not constitute a part
of this Option Agreement, nor shall they affect its meaning,
construction or effect. This Option Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
permitted heirs, beneficiaries, successors and assigns.
All questions arising under the Plan or under this Option Agreement
shall be decided by the Administrator in its total and absolute
discretion.