**Exhibit 10.2**

 

**SIMPLETECH, INC.**

 

**STOCK OPTION AGREEMENT**

 

**RECITALS**

 

A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board (or the board ofdirectors of any Parent or Subsidiary) and consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary). 

 

B. Optionee is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended tocarry out the purposes of, the Plan in connection with the Corporation’s grant of an option to Optionee. 

 

C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix. 

 

**NOW, THEREFORE**, it is hereby agreed as follows: 

 

1. **Grant of Option**. The Corporation hereby grants to Optionee,as of the Grant Date, an option to purchase up to the number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at the Exercise Price. 

 

2. **Option Term**. This option shall have a maximum term of ten(10) years measured from the Grant Date and shall accordingly expire at the close of business on the Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6. 

 

3. **Limited Transferability**. 

 

(a) This option shall be neither transferable nor assignable by Optionee other than by will or the laws ofinheritance following Optionee’s death and may be exercised, during Optionee’s lifetime, only by Optionee. However, Optionee may designate one or more persons as the beneficiary or beneficiaries of this option, and this option shall, inaccordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee’s death while holding this option. Such beneficiary or beneficiaries shall take the transferred option subject to all theterms and conditions of this Agreement, including (without limitation) the limited time period during which this option may, pursuant to Paragraph 5, be exercised following Optionee’s death. 

 

(b) If this option is designated a Non-Statutory Option in the Grant Notice, then thisoption may be assigned in whole or in part during Optionee’s lifetime to one or more members of Optionee’s family or to a trust established for the exclusive benefit of one or more such family members or to Optionee’s former spouse,to the extent such assignment is in connection with the Optionee’s estate plan or pursuant to a domestic relations order. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the optionpursuant to such assignment. The terms applicable to the assigned portion shall be the same as those in effect for this option immediately prior to such assignment. 

 

4. **Dates of Exercise**. This option shall become exercisable for the Option Shares in one or more installmentsas specified in the Grant Notice. As the option becomes exercisable for such installments, those installments shall accumulate, and the option shall remain exercisable for the accumulated installments until the Expiration Date or sooner terminationof the option term under Paragraph 5 or 6. 

 

5. **Cessationof Service**. The option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: 

 

(a) Should Optionee cease to remain in Service for anyreason (other than death, Permanent Disability or Misconduct) while holding this option, then Optionee shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this option, but in noevent shall this option be exercisable at any time after the Expiration Date. 

 

(b) Should Optionee die while holding this option, then the personal representative of Optionee’s estate or the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws ofinheritance shall have the right to exercise this option. However, if Optionee has designated one or more beneficiaries of this option, then those persons shall have the exclusive right to exercise this option following Optionee’s death. Anysuch right to exercise this option shall lapse, and this option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date.

 

(c) Should Optionee cease Service by reasonof Permanent Disability while holding this option, then Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this option. In no event shall this option be exercisable atany time after the Expiration Date. 

 

(d)During the limited period of post-Service exercisability, this option may not be exercised in the aggregate for more than the number of Option Shares for which the option is exercisable at the time of Optionee’s cessation of Service. Upon theexpiration of such limited exercise period or (if earlier) upon the Expiration Date, this option shall terminate and 

 

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cease to be outstanding for any exercisable Option Shares for which the option has not been exercised. However, this option shall, immediately uponOptionee’s cessation of Service for any reason, terminate and cease to be outstanding with respect to any Option Shares for which this option is not otherwise at that time exercisable. 

 

(e) Should Optionee’s Service be terminated forMisconduct or should Optionee otherwise engage in any Misconduct while this option is outstanding, then this option shall terminate immediately and cease to remain outstanding. 

 

6. **Special Acceleration of Option**. 

 

(a) This option, to the extent outstanding at the time of a Corporate Transaction but not otherwise fullyexercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of such Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised forany or all of those Option Shares as fully vested shares of Common Stock. However, this option shall **not** become exercisable on such an accelerated basis, if and to the extent: (i) this option is, in connection with the Corporate Transaction,to be assumed by the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Corporate Transaction on anyOption Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent payout in accordancewith the same option exercise/vesting schedule for those Option Shares set forth in the Grant Notice. 

 

(b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumedby the successor corporation (or parent thereof) in connection with the Corporate Transaction. 

 

(c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediatelyafter such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction,and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash considerationfor their Common Stock in consummation of the Corporate Transaction, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to thecash consideration paid per share of Common Stock in such Corporate Transaction. 

 

(d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change itscapital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 

 

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7. **Adjustment in Option Shares**.****Should any change be made to the Common Stock byreason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustmentsshall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder. 

 

8. **Stockholder Rights**. The holder of this option shall not haveany stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares. 

 

9. **Manner of Exercising Option**. 

 

(a) In order to exercise this option with respect to all or any part of the Option Shares for which thisoption is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: 

 

(i) Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. 

 

(ii) Pay the aggregate Exercise Price for the purchasedshares in one or more of the following forms: 

 

(A) cash or check made payable to the Corporation; 

 

(B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 13; 

 

(C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for therequisite period necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or 

 

(D) through a special sale and remittance procedure pursuant to which Optionee (or any other person orpersons exercising the option) shall concurrently provide irrevocable instructions (i) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds availableon the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all 

 

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applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (ii) to theCorporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. 

 

Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Pricemust accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. 

 

(iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) havethe right to exercise this option. 

 

(iv) Makeappropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise.

 

(b) As soon as practical after the ExerciseDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. 

 

(c) In no event may this option be exercised for anyfractional shares. 

 

10. **Compliance with Laws andRegulations**. 

 

(a) The exercise of thisoption and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange (or theNasdaq National Market, if applicable) on which the Common Stock may be listed for trading at the time of such exercise and issuance. 

 

(b) The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to benecessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained.The Corporation, however, shall use its best efforts to obtain all such approvals. 

 

11. **Successors and Assigns**. Except to the extent otherwise provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and itssuccessors and assigns and Optionee, Optionee’s assigns, the legal representatives, heirs and legatees of Optionee’s estate and any beneficiaries of this option designated by Optionee. 

 

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12. **Notices**. Any notice required to be given or delivered to the Corporation under theterms of this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address indicated belowOptionee’s signature line on the Grant Notice. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. 

 

13. **Financing**. The Plan Administrator may, in its absolutediscretion and without any obligation to do so, permit Optionee to pay the Exercise Price for the purchased Option Shares by delivering a full-recourse, interest-bearing promissory note secured by those Option Shares. The payment schedule in effectfor any such promissory note shall be established by the Plan Administrator in its sole discretion. 

 

14. **Construction**. This Agreement and the option evidenced hereby are made and granted pursuant to the Plan and are in all respects limitedby and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in this option.

 

15. **Governing Law**. The interpretation,performance and enforcement of this Agreement shall be governed by the laws of the State of California without resort to that State’s conflict-of-laws rules. 

 

16. **Excess Shares**. If the Option Shares covered by this Agreement exceed, as of the Grant Date, the number ofshares of Common Stock which may without stockholder approval be issued under the Plan, then this option shall be void with respect to those excess shares, unless stockholder approval of an amendment sufficiently increasing the number of shares ofCommon Stock issuable under the Plan is obtained in accordance with the provisions of the Plan. 

 

17. **Additional Terms Applicable to an Incentive Option**. In the event this option is designated an Incentive Option in the Grant Notice, thefollowing terms and conditions shall also apply to the grant: 

 

(a) This option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) this option is exercised for one or more Option Shares: (A) more than three (3) months after the dateOptionee ceases to be an Employee for any reason other than death or Permanent Disability or (B) more than twelve (12) months after the date Optionee ceases to be an Employee by reason of Permanent Disability. 

 

(b) No installment under this option shall qualify forfavorable tax treatment as an Incentive Option if (and to the extent) the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which such installment first becomes exercisable hereunder would, when added to theaggregate value (determined as of the respective date or dates of grant) of the Common Stock or other securities for which this option or any other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any 

 

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other option plan of the Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars($100,000) in the aggregate. Should such One Hundred Thousand Dollar ($100,000) limitation be exceeded in any calendar year, this option shall nevertheless become exercisable for the excess shares in such calendar year as a Non-Statutory Option.

 

(c) Should the exercisability of this optionbe accelerated upon a Corporate Transaction, then this option shall qualify for favorable tax treatment as an Incentive Option only to the extent the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which thisoption first becomes exercisable in the calendar year in which the Corporate Transaction occurs does not, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Stock or other securities for whichthis option or one or more other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year,exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should the applicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in the calendar year of such Corporate Transaction, the option may nevertheless be exercised for theexcess shares in such calendar year as a Non-Statutory Option. 

 

(d) Should Optionee hold, in addition to this option, one or more other options to purchase Common Stock which become exercisable for the first time in the same calendar year as this option, then the foregoinglimitations on the exercisability of such options as Incentive Options shall be applied on the basis of the order in which such options are granted. 

 

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**EXHIBIT I**

 

**NOTICE OF EXERCISE**

 

I hereby notify SimpleTech, Inc. (the “Corporation”) that I elect to purchase                     shares of the Corporation’s Common Stock (the “Purchased Shares”) at the option exercise price of $                    per share (the “Exercise Price”) pursuant to that certain option (the “Option”) granted to meunder the Corporation’s 2000 Stock Incentive Plan on                     ,            . 

 

Concurrently with the delivery of this Exercise Notice to the Corporation, I shall hereby pay to the Corporation the Exercise Price for the Purchased Shares in accordance with the provisions of my agreement with theCorporation (or other documents) evidencing the Option and shall deliver whatever additional documents may be required by such agreement as a condition for exercise. Alternatively, I may utilize the special broker-dealer sale and remittanceprocedure specified in my agreement to effect payment of the Exercise Price. 

 

                    ,             

Date 

 
         
Optionee
      
Address:
       Print name in exact manner it is to appear on the stock certificate:    Address to which certificate is to be sent, if different from address above:         Social Security Number:    
 

**APPENDIX**

 

The following definitions shall be in effect under the Agreement: 

 

A. **Agreement** shall mean this Stock Option Agreement.

 

B. **Board** shall mean the Corporation’s Boardof Directors. 

 

C. **Common Stock** shall mean sharesof the Corporation’s common stock. 

 

D. **Code**shall mean the Internal Revenue Code of 1986, as amended. 

 

E.**Corporate Transaction** shall mean either of the following stockholder-approved transactions to which the Corporation is a party: 

 

(i) a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of theCorporation’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or 

 

(ii) the sale, transfer or other disposition of all or substantially all of the Corporation’s assets incomplete liquidation or dissolution of the Corporation. 

 

F.**Corporation** shall mean SimpleTech, Inc., a California corporation, and any successor corporation to all or substantially all of the assets or voting stock of SimpleTech, Inc. which shall by appropriate action adopt the Plan.

 

G. **Employee** shall mean an individual who is inthe employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance. 

 

H. **Exercise Date** shall mean the date on which the option shallhave been exercised in accordance with Paragraph 9 of the Agreement. 

 

I. **Exercise Price** shall mean the exercise price per Option Share as specified in the Grant Notice. 

 

J. **Expiration Date** shall mean the date on which the option expires as specified in the Grant Notice. 

 

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K. **Fair Market Value** per share of Common Stock on any relevant date shall be determined inaccordance with the following provisions: 

 

(i)If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market Value shall be deemed equal to the closing selling price per share of Common Stock on the date in question, as the price is reported by the NationalAssociation of Securities Dealers on the Nasdaq National Market and published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closingselling price on the last preceding date for which such quotation exists, or 

 

(ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be deemed equal to the closing selling price per share of Common Stock on the date in question on the StockExchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange and published in The Wall Street Journal. If there is noclosing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 

 

L. **Grant Date** shall mean the date of grant of the option asspecified in the Grant Notice. 

 

M. **Grant Notice**shall mean the Notice of Grant of Stock Option accompanying the Agreement, pursuant to which Optionee has been informed of the basic terms of the option evidenced hereby. 

 

N. **Incentive Option** shall mean an option which satisfies the requirements of Code Section 422. 

 

O. **Misconduct** shall mean the commission of any act of fraud,embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by Optionee adversely affectingthe business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismissOptionee or any other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan or this Agreement, to constitute grounds fortermination for Misconduct. 

 

P. **Non-StatutoryOption** shall mean an option not intended to satisfy the requirements of Code Section 422. 

 

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Q. **Notice of Exercise** shall mean the notice of exercise in the form attached hereto asExhibit I. 

 

R. **Option Shares** shall mean thenumber of shares of Common Stock subject to the option as specified in the Grant Notice. 

 

S. **Optionee** shall mean the person to whom the option is granted as specified in the Grant Notice. 

 

T. **Parent** shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, providedeach corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations insuch chain. 

 

U. **Permanent Disability** shall meanthe inability of Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or has lasted or can be expected to last for a continuous period oftwelve (12) months or more. 

 

V. **Plan** shall meanthe Corporation’s 2000 Stock Incentive Plan. 

 

W.**Plan Administrator** shall mean either the Board or a committee of the Board acting in its capacity as administrator of the Plan. 

 

X. **Service** shall mean the Optionee’s performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of anEmployee, a non-employee member of the board of directors or a consultant or independent advisor. 

 

Y. **Stock Exchange** shall mean the American Stock Exchange or the New York Stock Exchange. 

 

Z. **Subsidiary** shall mean any corporation (other than theCorporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or moreof the total combined voting power of all classes of stock in one of the other corporations in such chain. 

 

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