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
(AMENDED) Livermore, CA 94551
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Robert Bucher Option Number: R00001745
Plan: 2003
ID: 00000001667
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Effective 5/5/06, you have been granted a(n) Non-Qualified Stock Option to buy
65,000 shares of Adept Technology, Inc. (the Company) stock at $13.9400 per
share.
Effective 10/16/06, pursuant to its terms, the Non-Qualified Stock Option shall
be exercisable for up to 60,000 shares of Company stock at $13.9400 per share.
The total option price of the shares granted is $836,400.00
Shares in each period will become fully vested on the date shown.
Shares Vest Type Full Vest Expiration
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7,500 On Vest Date 10/16/2006 5/5/2016
52,500 Monthly 10/16/2010 5/5/2016
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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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/s/ Steven L. Moore 10-17-06
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Adept Technology, Inc. Date
/s/ Robert H. Bucher 10-17-06
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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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.