Incentive Stock Option Agreement



 Exhibit 10.24 
 GRANT NO.                  
 SUNRISE TELECOM INCORPORATED 
 2000 STOCK PLAN 
 INCENTIVE STOCK OPTION AGREEMENT 
 Sunrise Telecom Incorporated, a Delaware
corporation (the “Company”), hereby grants an Option to purchase shares of its common stock (the “Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment
and in the Company’s 2000 Stock Plan (the “Plan”). 
 Date of Option Grant: July 21, 2004 
 Name of Optionee: Robert Heintz 
 Optionee’s Social Security Number:
###-##-#### 
 Number of Shares Covered by Option: 150,000 
 Exercise Price per Share: $2.57 
 Vesting Start Date: July 21, 2004 
 Vesting Schedule: 
 Subject to all the terms of the attached Agreement, your right to purchase Shares under
this Option vests as to one-fourth (1/4) of the total number of Shares covered by this Option, as shown above, on the one-year anniversary of the Vesting Start Date. Thereafter, the number of Shares, which you may purchase under this Option
shall vest at the rate of one-fourth (1/4) on each of the next three anniversaries following the one-year anniversary of the Vesting Start Date. The resulting aggregate number of vested Shares will be rounded to the nearest whole number. No
additional Shares will vest after your Service has terminated for any reason. 
 By signing this cover sheet, you agree to all of the
terms and conditions described in the attached Agreement and in the Plan, a copy of which is also enclosed. 
  

			
	Optionee:	 	 /s/ Robert Heintz

		 	(Signature)
		
	Company:	 	 /s/ Paul Ker-Chin Chang

		 	(Signature)
		
	Title:	 	 Chief Executive Officer


 Attachment 







 SUNRISE TELECOM INCORPORATED 
 2000 STOCK PLAN 
 INCENTIVE STOCK OPTION AGREEMENT 
  

			
	The Plan and
Other Agreements	  	 The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan.

  
 This Agreement and the Plan constitute the entire understanding between you and the
Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded.

		
	Incentive Stock Option	  	This Option is intended to be an Incentive Stock Option under section 422 of the Internal Revenue Code and will be interpreted accordingly. If you cease to be an employee of the Company, a
Subsidiary or of a Parent but continue to provide Service, this Option will be deemed a Nonstatutory Stock Option on the 90th day after you cease to be an employee. In addition, to the extent that all or part of this Option exceeds the $100,000 rule
of section 422(d) of the Code, this Option or the lesser excess part will be treated as a Nonstatutory Stock Option.
		
	Vesting	  	This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. This Option will vest according to the Vesting Schedule on the attached cover
sheet.
		
	Term	  	Your Option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Option Grant, as shown on the cover sheet. Your Option
will expire earlier if your Service terminates, as described below.
		
	Regular Termination	  	If your Service terminates for any reason, other than death, Disability or Cause, as defined below, then your Option will expire at the close of business at Company headquarters on the 90th day
after your termination date.
		
	Termination for Cause	  	If your Service is terminated for Cause, as determined by the Board in its sole discretion, then you shall immediately forfeit all rights to your Option and the Option shall immediately expire.
For purposes of this Agreement, “Cause” shall mean the termination of your Service due to your commission of any act of fraud, embezzlement or dishonesty; any unauthorized use

  

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		  	or disclosure of confidential information or trade secrets of the Company (or any Parent, Subsidiary or Affiliate); or any other intentional misconduct adversely affecting the business or
affairs of the Company (or any Parent, Subsidiary or Affiliate) in a material manner. This definition shall not restrict in any way the Company’s or any Parent’s, Subsidiary’s or Affiliate’s right to discharge you for any other
reason, nor shall this definition be deemed to be inclusive of all the acts or omissions which constitute “cause” for purposes other than this Agreement.
		
	Death	  	If your Service terminates because of your death, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. During
that twelve (12) month period, your estate or heirs may exercise the vested portion of your Option.
		
	Disability	  	If your Service terminates because of your Disability, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date.

		
	Leaves of Absence	  	 For purposes of this Option, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in
writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating ninety (90) days after you went on leave, unless
your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active work.
  
 The Company determines which leaves count for this purpose, and when your Service terminates for all
purposes under the Plan.

		
	Notice of Exercise	  	 When you wish to exercise this Option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on
the form. Your notice must specify how many Shares you wish to purchase. Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse’s names as community property or as joint tenants with
right of survivorship). The notice will be effective when it is received by the Company.
  
 If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.


  

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	Form of Payment	  	 When you submit your notice of exercise, you must include payment of the Exercise Price for the Shares you are purchasing. Payment may be made in
one (or a combination) of the following forms:
  
 •     Cash, your personal check, a cashier’s check or a money order.
  
 •     Shares which have already been owned by you for more than six months and which are
surrendered to the Company. The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price.
  
 •     Payment may be made all or in part with a full recourse promissory note executed by you. The
interest rate and other terms and conditions of such note shall be determined by the Company. The Company may require that you pledge your Shares to the Company for the purpose of securing the payment of such note.
  
 •     By delivery (on a form
prescribed by the Company) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.

		
	Withholding Taxes	  	You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of Shares
acquired under this Option.
		
	Restrictions on Exercise and
Resale	  	By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading
policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation.
		
	Transfer of Option	  	Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to
do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will.

  

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		  	Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your
spouse’s interest in your Option in any other way.
		
	Retention Rights	  	Your Option or this Agreement does not give you the right to be retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any
Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for any reason.
		
	Stockholder Rights	  	You, or your estate or heirs, have no rights as a stockholder of the Company until a certificate for your Option’s Shares has been issued. No adjustments are made for dividends or other
rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Shares covered by this Option and the exercise price per Share may be adjusted (and
rounded down to the nearest whole number) pursuant to the Plan. Your Option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of California.

 By signing the cover sheet of this Agreement, you agree to all of the terms and conditions
described above and in the Plan. 
  

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