Form of Stock Option Agreement



 Exhibit 10.2 
  
 RACKABLE SYSTEMS, INC. 
 2006 NEW RECRUIT EQUITY INCENTIVE PLAN 
  
 STOCK OPTION GRANT
NOTICE 
  
 Rackable Systems, Inc. (the
“Company”), pursuant to its 2006 New Recruit Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth
below. This option is subject to all of the terms and conditions as set forth herein and in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. 
  

			
	 Optionholder:
	 	____________________________
	 Date of Grant:
	 	____________________________
	 Vesting Commencement Date:
	 	____________________________
	 Number of Shares Subject to Option:
	 	____________________________
	 Exercise Price (Per Share):
	 	____________________________
	 Total Exercise Price:
	 	____________________________
	 Expiration Date:
	 	____________________________

  

			
	Type of Grant:	  	 x       Nonstatutory Stock Option

		
	Exercise Schedule:	  	[1/4th of the shares vest and become exercisable one year
after the Vesting Commencement Date; the balance of the shares vest and become exercisable in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date.]
		
	Payment:	  	By one or a combination of the following items (described in the Option Agreement):
		
	 	  	 x       By cash or check

	 	  	 x       Pursuant to a Regulation T Program if the Shares are publicly
traded

	 	  	 x       By delivery of
already-owned shares if the Shares are publicly traded
              By net exercise


  
 Additional
Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant, this
Stock Option Grant Notice, the Option Agreement and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that
subject with the exception of (i) options previously granted and delivered to Optionholder under the Plan, and (ii) the following agreements only: 
  

			
	 OTHER AGREEMENTS:
	 	  
  


		
	 	 	


  

					
	RACKABLE SYSTEMS, INC.	 	OPTIONHOLDER:
			
	By:	 	  

	 	

	 Signature
	 	 Signature

			
	Title:	 	  

	 	 Date:


			
	Date:	 	  

	 	 

  
 ATTACHMENTS: Option Agreement, 2006 New Recruit Equity Incentive Plan and Notice of Exercise 
  

 1. 








 ATTACHMENT I 
  
 OPTION AGREEMENT 
  
 RACKABLE SYSTEMS, INC. 
 2006 NEW RECRUIT EQUITY INCENTIVE PLAN 
  
 OPTION AGREEMENT 
 (NONSTATUTORY STOCK OPTION) 
  
 Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Rackable
Systems, Inc. (the “Company”) has granted you an option under its 2006 New Recruit Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in
your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan. 
  
 The details of your option are as follows: 
  
 1. VESTING. Subject to the limitations contained
herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. 
  
 2. NUMBER OF SHARES AND EXERCISE PRICE. The number of
shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments. 
  
 3. EXERCISE RESTRICTION FOR NON-EXEMPT
EMPLOYEES. In the event that you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (i.e., a “Non-Exempt Employee”), you may not exercise your
option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified in your Grant Notice, notwithstanding any other provision of your option. 
  
 4. METHOD OF PAYMENT.
Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice, which may
include one or more of the following: 
  
 (a) Provided
that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of
Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. 
  

 2. 








 (b) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly
in The Wall Street Journal, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock either that you have held for the period required to avoid a charge to the Company’s reported
earnings (generally six (6) months) or that you did not acquire, directly or indirectly from the Company, that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the
date of exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form
approved by the Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption
of the Company’s stock. 
  
 5. WHOLE
SHARES. You may exercise your option only for whole shares of Common Stock. 
  
 6. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable
upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the
Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with
such laws and regulations. 
  
 7. TERM. You
may not exercise your option before the commencement or after the expiration of its term. The term of your option commences on the Date of Grant and expires upon the earliest of the following: 
  
 (a) three (3) months after the termination of your Continuous
Service for any reason other than your Disability or death or upon a change in Control; provided, however, that (i) if during any part of such three (3) month period your option is not exercisable solely because of the condition set
forth in Section 6, your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service and (ii) if
(x) you are a Non-Exempt Employee, (y) you terminate your Continuous Service within six (6) months after the Date of Grant specified in your Grant Notice, and (z) you have vested in a portion of your option at the time of your
termination of Continuous Service, your option shall not expire until the earlier of (A) the later of the date that is seven (7) months after the Date of Grant specified in your Grant Notice or the date that is three (3) months after
the termination of your Continuous Service or (B) the Expiration Date; 
  
 (b) if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in Section 6, your option shall not expire until the earlier of the
Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; 
  

 3. 








 (c) twelve (12) months after the termination of your Continuous Service due to your
Disability; 
  
 (d) eighteen (18) months after your
death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates; 
  
 (e) twelve (12) months following the effective date of a Change in Control if your Continuous Service terminates as of or within twelve
(12) months following such Change in Control; 
  
 (f)
the Expiration Date indicated in your Grant Notice; or 
  
 (g) the day before the tenth (10th) anniversary of the Date of Grant. 
  
 8. EXERCISE. 
  
 (a) You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during its term by delivering a Notice of Exercise (in a form designated by the Company) together with
the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require. 
  
 (b) By exercising your option you agree that, as a condition to any
exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option,
(ii) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise. 
  
 9. TRANSFERABILITY. Your option is not transferable,
except by will or by the laws of descent and distribution, and is exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third
party who, in the event of your death, shall thereafter be entitled to exercise your option. In addition, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code
and applicable state law) while the option is held in the trust, provided that you and the trustee enter into transfer and other agreements required by the Company. 
  
 10. OPTION NOT A SERVICE CONTRACT. Your
option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to
continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or
Consultant for the Company or an Affiliate. 
  

 4. 








 11. WITHHOLDING OBLIGATIONS. 
  
 (a) At the time you exercise your option, in whole or in part, or at
any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an
Affiliate, if any, which arise in connection with the exercise of your option. 
  
 (b) Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of
Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to
be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability award). Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility.

  
 (c) You may not exercise your option unless the tax
withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for
such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein unless such obligations are satisfied. 
  
 12. NOTICES. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given
upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. 
  
 13. GOVERNING PLAN
DOCUMENT. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from
time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control. 
  

 5. 








 ATTACHMENT II 
  
 2006 NEW RECRUIT EQUITY INCENTIVE PLAN

  
 [TO BE
ATTACHED] 
  

 6. 








 ATTACHMENT III 
  
 NOTICE OF EXERCISE 
  
 Rackable Systems, Inc. 
 1933 Milmont Drive 

					
	Milpitas, California 95035	 	 	 	Date of Exercise:                         

  
 Ladies and Gentlemen: 
  
 This constitutes notice under
my stock option that I elect to purchase the number of shares for the price set forth below. 
  

			
	Type of option:	  	 ̈  Nonstatutory
		
	Stock option dated:	  	_______________
		
	Number of shares as to which option is exercised:	  	_______________
		
	Certificates to be issued in name of:	  	_______________
		
	Total exercise price:	  	$______________
		
	Cash payment delivered herewith:	  	$_______________
		
	Value of              shares of Rackable Systems, Inc. Common Stock delivered herewith1:	  	$_______________

  
 By this exercise, I
agree (i) to provide such additional documents as you may require pursuant to the terms of the Rackable Systems, Inc. 2006 New Recruit Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of
your withholding obligation, if any, relating to the exercise of this option. 
  


	1	Shares must meet the public trading requirements set forth in the option. Shares must be valued in accordance with the terms of the option being exercised, must have
been owned for the minimum period required in the option, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied by an executed assignment separate from certificate.


  

 7. 









	
	 Very truly yours,

	
	



  

 8.