Form of Stock Option Agreement under the 2001 Stock Option Plan



 Exhibit 10.6 
 ALIEN TECHNOLOGY CORPORATION 
 2001 STOCK PLAN 
 STOCK OPTION AGREEMENT — EARLY EXERCISE 
 Unless otherwise defined herein, the terms defined in the 2001 Stock Plan shall have the same defined meanings in this Stock Option Agreement. 
  

	 	I.	NOTICE OF STOCK OPTION GRANT 

 [Optionee’s
Name and Address] 
 The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and
conditions of the Plan and this Option Agreement, as follows: 
  

			
	Grant Number	 	  
		
	Date of Grant	 	  
		
	Vesting Commencement Date	 	  
		
	Exercise Price per Share	 	  
		
	Total Number of Shares Granted	 	  
		
	Total Exercise Price	 	  
		
	Type of Option:	 	Incentive Stock Option
		
	Term/Expiration Date:	 	  

 Vesting Schedule: 
 This Option is exercisable immediately, in whole or in part, and shall vest according to the following vesting schedule: 
 25% of the Shares subject to the Option shall vest on the first anniversary of the Vesting Commencement Date, and 1/48 of the Shares subject to the
Option shall vest each month thereafter, subject to your Continuous Status as an Employee or Consultant on such dates. 
 Notwithstanding the
foregoing, in the event a Change of Control (as defined below) occurs and, on or following the effective date of the Change of Control, Optionee voluntarily terminates his Continuous Status as an Employee or Consultant, then the lesser of 12/48 of
the Shares subject to the Option or all remaining unvested Shares subject to the Option shall vest. 







 Notwithstanding the foregoing, (i) in the event a Change of Control occurs; (ii) Optionee is
either an Employee or Consultant on the effective date of the Change of Control; and (iii) prior to the first anniversary of such effective date, (x) Optionee’s Continuous Status as an Employee or Consultant is terminated by the
Company without Cause (as defined below) or (y) the Company takes actions which constitute Constructive Termination (as defined below), then all of the Shares subject to the Option at such time shall vest. 
 “Change of Control” means the occurrence of any of the following events (except in each case as a result of the sale by the Company of
its securities for the purpose of raising additional funds): 
 (a) Any “person” or “group” as such terms
are defined under Sections 13 and 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, a Subsidiary of the Company, or a Company employee benefit plan) is or becomes the
“beneficial owner” (as defined in Exchange Act Rule 13d-3), directly or indirectly, of Company securities representing 50% or more of the combined voting power of the Company’s then outstanding securities; 
 (b) The closing of (i) the sale of all or substantially all of the assets of the Company if the holders of Company securities
representing all voting power for the election of directors before the transaction hold less than a majority of the total voting power for the election of directors of all entities which acquire such assets, or (ii) the merger of the Company
with or into another corporation if the holders of Company securities representing all voting power for the election of directors before the transaction hold less than a majority of the total voting power for the election of directors of the
surviving entity; or 
 (c) The issuance of securities which would give a person or group beneficial ownership of Company
securities representing 50% or more of all voting power for the election of directors; or 
 (d) A change in the board of
directors such that the incumbent directors and nominees of the incumbent directors are no longer a majority of the total number of directors. 
 “Cause” means: 
 (a) Optionee’s willful or grossly negligent failure to perform his assigned
significant duties or responsibilities as an Employee or Consultant after notice thereof from the Company describing Optionee’s failure to perform such significant duties or responsibilities; 
 (b) Optionee engaging in any act of gross dishonesty, fraud or gross misrepresentation; 
 (c) Optionee’s violation of any federal or state law or regulation applicable to the Company’s business; 
  

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 (d) Optionee’s material breach of any confidentiality agreement or invention
assignment agreement between Optionee and the Company; or 
 (e) Optionee being convicted of, or entering a plea of nolo
contendere to any felony or committing any act of moral turpitude, which felony or act of moral turpitude was or is reasonably likely to be injurious to the Company. 
 “Constructive Termination” means: 
 (a) Without Optionee’s express written
consent, a material reduction in Optionee’s duties, position or responsibilities relative to Optionee’s duties, position or responsibilities in effect immediately prior to such reduction, or Optionee’s removal from such position,
duties and responsibilities, unless Optionee is provided with comparable duties, position and responsibilities; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired
and made part of a larger entity (as, for example, following the Change of Control, when the Chief Executive Officer of the Company remains in a similar authoritative position with respect to an entity or business unit that is similar in size as the
Company and he or she has similar authority within the larger entity as other individuals at similar levels within such larger entity, but he or she is not made the Chief Executive Officer of the acquiring corporation) shall not constitute
“Constructive Termination”; 
 (b) Without Optionee’s express written consent, a material reduction of the
facilities and perquisites (including office space, staff and location) available to Optionee immediately prior to such reduction excluding an across-the-board reduction of facilities and perquisites affecting all executive officers of the Company
similarly; or 
 (c) A material reduction in Optionee’s base salary, target bonus or benefits as in effect immediately
prior to such reduction (other than a benefits reduction applied to all employees at the same level). 
 Termination Period:

 This Option shall be exercisable for 30 days after Optionee ceases to be a Service Provider. Upon Optionee’s death or Disability, this
Option shall be exercisable for 12 months after Optionee ceases to be Service Provider. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above. 
  

	 	II.	AGREEMENT 

 1. Grant of Option. The
Administrator of the Company hereby grants to the Optionee named in the Notice of Grant (the “Optionee”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share
set forth in the Notice of Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 14(c) of the Plan, in the event of a conflict between the
terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail. 
  

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 If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is
intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option
(“NSO”). 
 2. Exercise of Option. This Option shall be exercisable during its term in accordance with the provisions of
Section 9 of the Plan as follows: 
 (a) Right to Exercise. 
 (i) Subject to subsections 2(a)(ii) and 2(a)(iii) below, this Option shall be exercisable cumulatively according to the vesting schedule
set forth in the Notice of Grant. Alternatively, at the election of the Optionee, this Option may be exercised in whole or in part at any time as to Shares that have not yet vested. Vested Shares shall not be subject to the Company’s repurchase
right (as set forth in the Restricted Stock Purchase Agreement, attached hereto as Exhibit C-1). 
 (ii) As a condition
to exercising this Option for unvested Shares, the Optionee shall execute the Restricted Stock Purchase Agreement. 
 (iii)
This Option may not be exercised for a fraction of a Share. 
 (b) Method of Exercise. This Option shall be exercisable
by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such
other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the
Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price. 
 No Shares shall be issued pursuant to the
exercise of an Option unless such issuance and such exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised
with respect to such Shares. 
 3. Optionee’s Representations. In the event the Shares have not been registered under the
Securities Act of 1933, as amended, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment
Representation Statement in the form attached hereto as Exhibit B. 
 4. Lock-Up Period. Optionee hereby agrees that Optionee
shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the
Company held by Optionee (other 

  

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than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the
Company not to exceed one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act. 
 Optionee agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect
thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Optionee shall provide, within ten (10) days of such request, such information as may be required
by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section shall not
apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms
that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day
period. Optionee agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section. 
 5.
Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: 
 (a) cash; 
 (b) check, 
 (c) full-recourse promissory note; 
 (d) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or

 (e) surrender of other Shares which, (i) in the case of Shares acquired from the Company, either directly or
indirectly, have been owned by the Optionee for more than 6 months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares. 
 6. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the shareholders of the Company, or
if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law. 
 7. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution or as set forth in the Plan and may be exercised during the
lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 
  

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 8. Term of Option. This Option may be exercised only within the term set out in the Notice of
Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option. 
 9. Tax Obligations.

 (a) Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or
Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Optionee acknowledges and agrees that the Company may
refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. 
 (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of
(1) the date two years after the Date of Grant, and (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income
tax withholding by the Company on the compensation income recognized by the Optionee. 
 10. Entire Agreement; Governing Law. The Plan
is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This Agreement is governed by the internal substantive laws but
not the choice of law rules of California. 
 11. No Guarantee of Continued Service. OPTIONEE AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER
ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR
ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
 Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all
provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company
upon any change in the residence address indicated below. 
  

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	 OPTIONEE
	 		 	 ALIEN TECHNOLOGY CORPORATION

			
	   	 		 	   
	 Signature
	 		 	 By


  

					
			
	   	 		 	 John M. Hemingway, Chief Financial Officer

	 Print Name
	 		 	 Title


  

					
			
	   	 		 	 
	  	 		 	
	 Residence Address
	 		 	

 [Signature page to Stock Option Agreement] 
  

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 EXHIBIT A 
 2001 STOCK PLAN 
 EXERCISE NOTICE 
 Alien Technology Corporation 
 18410 Butterfield Blvd., Suite 150 
 Morgan Hill, CA 95037 
 Attention: Secretary 
 1.
Exercise of Option. Effective as of today,                     ,         , the
undersigned (“Optionee”) hereby elects to exercise Optionee’s option (the “Option”) to purchase
                     shares of the Common Stock (the “Shares”) of Alien Technology Corporation (the “Company”) under
and pursuant to the 2001 Stock Plan (the “Plan”) and the Stock Option Agreement dated                     ,
         (the “Option Agreement”). 
 2. Delivery of Payment. Purchaser
herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option. 
 3. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions. 
 4. Rights as Shareholder. Until the issuance of the Shares (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a dividend or other right for which the record date is
prior to the date of issuance except as provided in Section 12 of the Plan. 
 5. Company’s Right of First Refusal. Before
any Shares held by Optionee or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a
right of first refusal to purchase the Shares on the terms and conditions set forth in this Section (the “Right of First Refusal”). 
 (a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or 








 
otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of
Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the
Offered Price to the Company or its assignee(s). 
 (b) Exercise of Right of First Refusal. At any time within thirty
(30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed
Transferees, at the purchase price determined in accordance with subsection (c) below. 
 (c) Purchase Price. The
purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the
non-cash consideration shall be determined by the Board of Directors of the Company in good faith. 
 (d) Payment.
Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an
assignee, to the assignee), or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice. 
 (e) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee
are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other
transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this
Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the
Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 
 (f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section notwithstanding, the transfer of any or all of the Shares during the Optionee’s lifetime or on the
Optionee’s death by will or intestacy to the Optionee’s immediate family or a trust for the benefit of the Optionee’s immediate family shall be exempt from the provisions of this Section. “Immediate Family” as used herein
shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no
further transfer of such Shares except in accordance with the terms of this Section. 
  

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 (g) Termination of Right of First Refusal. The Right of First Refusal shall
terminate as to any Shares upon the earlier of (i) first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded. 

6. Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or
disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax
advice. 
 7. Restrictive Legends and Stop-Transfer Orders. 
 (a) Legends. Optionee understands and agrees that the Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY
THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST
REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 (b) Stop-Transfer Notices. Optionee agrees that, in order to
ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records. 
 (c) Refusal to Transfer. The Company shall not be required
(i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to
any purchaser or other transferee to whom such Shares shall have been so transferred. 
  

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 8. Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to
single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Optionee and his or
her heirs, executors, administrators, successors and assigns. 
 9. Interpretation. Any dispute regarding the interpretation of this
Exercise Notice shall be submitted by Optionee or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all
parties. 
 10. Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice of
law rules, of California. 
 11. Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise
Notice, the Plan, the Restricted Stock Purchase Agreement, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. 

 

									
	 Submitted by:
	 		 	 Accepted by:

			
	 OPTIONEE
	 		 	 ALIEN TECHNOLOGY CORPORATION

			
	  	 		 	  
	 Signature
	 		 	 By

			
	  	 		 	 John M. Hemingway, Chief Financial Officer

	 Print Name
	 		 	 Its

			
	 Address:
	 		 	 Date Received:

	  	 		 	  
	  	 		 	
	  	 		 	

  

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 EXHIBIT B 
 INVESTMENT REPRESENTATION STATEMENT 
  

					
	OPTIONEE	 	:	  	
			
	COMPANY	 	:	  	ALIEN TECHNOLOGY CORPORATION
			
	SECURITY	 	:	  	COMMON STOCK
			
	AMOUNT	 	:	  	
			
	DATE	 	:	  	

 In connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the Company
the following: 
 (a) Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee’s own account only and not with a view to, or for resale in connection
with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 
 (b) Optionee acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein. In this connection, Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for
such exemption may be unavailable if Optionee’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an
increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they are subsequently registered under
the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee understands that the certificate evidencing the
Securities will be imprinted with any legend required under applicable state securities laws. 
 (c) Optionee is familiar with the provisions
of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering
subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities
Act. In the event the Company becomes subject to the reporting requirements of 








 
Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement
may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited
“broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information
about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. 
 In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain
limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate
of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in
sections (1), (2), (3) and (4) of the paragraph immediately above. 
 (d) Optionee further understands that in the event all of the
applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701
are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will
have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee
understands that no assurances can be given that any such other registration exemption will be available in such event. 
  

			
	Signature of Optionee:
	
	  
		
	 Date:
	 	   


  

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 EXHIBIT C-1 
 ALIEN TECHNOLOGY CORPORATION 
 2001 STOCK PLAN 
 RESTRICTED STOCK PURCHASE AGREEMENT 
 THIS AGREEMENT is made between _____________________________ (the “Purchaser”) and Alien Technology Corporation (the “Company”) or it’s assignees of rights hereunder as of __________________, 20__. 
 Unless otherwise defined herein, the terms defined in the 2001 Stock Plan shall have the same defined meanings in this Agreement. 
 RECITALS 
 A. Pursuant to the exercise
of the option (grant number ____) granted to Purchaser under the Plan and pursuant to the Option Agreement dated _______________, 20__ by and between the Company and Purchaser with respect to such grant (the “Option”), which Plan and
Option Agreement are hereby incorporated by reference, Purchaser has elected to purchase _________ of those shares of Common Stock which have not become vested under the vesting schedule set forth in the Option Agreement (“Unvested
Shares”). The Unvested Shares and the shares subject to the Option Agreement which have become vested are sometimes collectively referred to herein as the “Shares.” 
 B. As required by the Option Agreement, as a condition to Purchaser’s election to exercise the option, Purchaser must execute this Agreement, which
sets forth the rights and obligations of the parties with respect to Shares acquired upon exercise of the Option. 
 1. Repurchase
Option. 
 (a) If Purchaser’s status as a Service Provider is terminated for any reason, including for death and
Disability, the Company or it’s assignee of rights hereunder shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of the Purchaser’s Unvested Shares as of the date
of such termination at the price paid by the Purchaser for such Shares (the “Repurchase Option”). 
 (b) Upon the
occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the
termination, a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the
Company’s office. At the closing, the holder of the certificates for the Unvested Shares 








 
being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price
therefor. 
 (c) At its option, the Company or it’s assignee of rights hereunder may elect to make payment for the
Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.

 (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within
ninety (90) days following the termination, the Repurchase Option shall terminate. 
 (e) The Repurchase Option shall
terminate in accordance with the vesting schedule contained in Optionee’s Option Agreement. 
 2. Transferability of the Shares;
Escrow. 
 (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by
the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. 
 (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated
by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver
and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2.
The Unvested Shares and stock assignment shall be held by the secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until
such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in
the escrow agent’s possession belonging to the Purchaser, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as
escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. 
 (c) The Company, or its
designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. 
 (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any
transferee shall hold such Shares subject to all 

  

 -2- 








 
the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the
same by signing a copy of this Agreement. 
 3. Ownership, Voting Rights, Duties. This Agreement shall not affect in any way the
ownership, voting rights or other rights or duties of Purchaser, except as specifically provided herein. 
 4. Legends. The share
certificate evidencing the Shares issued hereunder shall be endorsed with the following legend (in addition to any legend required under applicable federal and state securities laws): 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN
THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 5. Adjustment for Stock Split. All
references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares which may be made by the Company pursuant to
Section [12] of the Plan after the date of this Agreement. 
 6. Notices. Notices required hereunder shall be given in
person or by registered mail to the address of Purchaser shown on the records of the Company, and to the Company at their respective principal executive offices. 
 7. Survival of Terms. This Agreement shall apply to and bind Purchaser and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.

 8. Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise
of an Option for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within thirty (30) days of the purchase of the exercised Shares, electing pursuant to Section 83(b)
of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable
income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable
income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for
alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an
Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s 

  

 -3- 








 
Repurchase Option lapses. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares
and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-4 for reference. 
 PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER
SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALF. 
 9. Representations. Purchaser has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Purchaser is relying solely on such
advisors and not on any statements or representations of the Company or any of its agents. Purchaser understands that he (and not the Company) shall be responsible for his own tax liability that may arise as a result of this investment or the
transactions contemplated by this Agreement. 
 10. Governing Law. This Agreement shall be governed by the internal substantive laws,
but not the choice of law rules, of California. 
 Purchaser represents that he has read this Agreement and is familiar with its terms and
provisions. Purchaser hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under this Agreement. 
  

 -4- 








 IN WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth above. 
  

									
			
	 OPTIONEE
	 		 	 ALIEN TECHNOLOGY CORPORATION

			
	  	 		 	  
	 Signature
	 		 	 By

			
	  	 		 	 John M. Hemingway, Chief Financial Officer

	 Print Name
	 		 	 Title

			
	  	 		 	
	  	 		 	
	 Residence Address
	 		 	


									
				
	 Dated:
	 	 _______________________________________, ______
	 		 	

  

 -5- 








 EXHIBIT C-2 
 ASSIGNMENT SEPARATE FROM CERTIFICATE 
 FOR VALUE RECEIVED I,
                                    , hereby sell, assign and
transfer unto Alien Technology Corporation                     
(            ) shares of the Common Stock of Alien Technology Corporation standing in my name of the books of said corporation represented by Certificate No. _____ herewith and
do hereby irrevocably constitute and appoint _______________ to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. 
 This Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between Alien Technology Corporation and the
undersigned dated ___________, 20___. 
  

									
					
	 Dated:
	 	 ___________________________________, ______
	 		 	 Signature:
	 	  

 INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to
enable the Company to exercise its “repurchase option,” as set forth in the Agreement, without requiring additional signatures on the part of the Purchaser. 







 EXHIBIT C-3 
 JOINT ESCROW INSTRUCTIONS 
                                 ,
             
 Corporate Secretary 
 Alien Technology Corporation 
 18410 Butterfield Blvd., Suite 150 

Morgan Hill, CA 95037 
 Dear
                             : 
 As Escrow Agent for both Alien Technology Corporation (the “Company”), and the undersigned purchaser of stock of the Company (the
“Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”) between the Company and the undersigned, in
accordance with the following instructions: 
 1. In the event the Company and/or any assignee of the Company (referred to collectively for
convenience herein as the “Company”) exercises the Company’s repurchase option set forth in the Agreement, the Company shall give to Purchaser and you a written notice specifying the number of shares of stock to be purchased, the
purchase price, and the time for a closing hereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of
said notice. 
 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question,
(b) to fill in the number of shares being transferred, and (c) to deliver the stock assignments, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous
delivery to you of the purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company’s repurchase option. 
 3. Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect to such
securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not limited to the filing with any applicable state blue sky authority of any required
applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this paragraph 3, Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 








 4. Upon written request of the Purchaser, but no more than once per calendar year, unless the
Company’s repurchase option has been exercised, you will deliver to Purchaser a certificate or certificates representing so many shares of stock as are not then subject to the Company’s repurchase option. Within 120 days after cessation of
Purchaser’s continuous employment by or services to the Company, or any parent or subsidiary of the Company, you will deliver to Purchaser a certificate or certificates representing the aggregate number of shares held or issued pursuant to the
Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company’s repurchase option. 
 5. If at the
time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you shall deliver all of the same to Purchaser and shall be discharged of all further obligations hereunder.

 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 

7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying
or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow
Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 
 8. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to
any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered
without jurisdiction. 
 9. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing
or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 
 10. You
shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions or any documents deposited with you. 
 11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and
may pay such counsel reasonable compensation therefor. 
  

 -2- 








 12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer
or agent of the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. 
 13. If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.

 14. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the
securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such
proceedings. 
 15. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal
delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses or at such other addresses as a party may
designate by ten days’ advance written notice to each of the other parties hereto. 
 16. By signing these Joint Escrow Instructions,
you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement. 
 17. This
instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. 
  

 -3- 








 18. These Joint Escrow Instructions shall be governed by the internal substantive laws, but not the
choice of law rules, of California. 
  

									
	PURCHASER	 		 	ALIEN TECHNOLOGY CORPORATION
					
	  	 	  	 		 	  	 	  
	Signature	 		 	By	 	
				
	  	 	  	 		 	John M. Hemingway, Chief Financial Officer
	Print Name	 		 	Title
				
	  	 	  	 		 	
	  	 	  	 		 		 	
	Residence Address	 		 	

  

									
	ESCROW AGENT	 		 	
				
	  	 	  	 		 	
	Corporate Secretary	 		 	
			
	Dated:
                            ,
            	 		 	

  

 -4- 








 EXHIBIT C-4 
 ELECTION UNDER SECTION 83(b) 
 OF THE INTERNAL REVENUE CODE OF 1986 
 The undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross income or
alternative minimum taxable income, as the case may be, for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer’s receipt of the property described below: 
  

	1.	The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 

  

					
	NAME:	  	TAXPAYER:	  	SPOUSE:
			
	ADDRESS:	  		  	
			
	IDENTIFICATION NO.:	  	TAXPAYER:	  	SPOUSE:
			
	TAXABLE YEAR:	  		  	

  

	2.	The property with respect to which the election is made is described as follows:
                     shares (the “Shares”) of the Common Stock of Alien Technology Corporation (the “Company”).


  

	3.	The date on which the property was transferred
is:                            
             ,            . 

  

	4.	The property is subject to the following restrictions: 

 The Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction of certain conditions contained in such agreement.

  

	5.	The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is:
$                    . 

  

	6.	The amount (if any) paid for such property is: $                    .


 The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the
undersigned’s receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. 
 The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.

  

									
				
	Dated:
                                        ,
            	 		 	  	 	  
		 		 		 	Taxpayer
			
	The undersigned spouse of taxpayer joins in this election.	 		 	
				
	Dated:
                                        ,
            	 		 	  	 	  
		 		 		 	Spouse of Taxpayer