Director Offer Letter, dated January 18, 2006



 Exhibit 10.19 
 

 
 January 18, 2006 
 General
John Handy, USAF (Ret.) 
 106 Cobblestone Hills 
 O’Fallon,
IL 62269 
 Dear General Handy: 
 I am pleased to offer you a seat on the Alien Technology Corporation Board of Directors, effective January 18, 2006. With the hope and expectation that you will accept this offer, I have summarized a few related
matters below for your reference. 
 First, should you accept this offer, Alien Technology Corporation (the “Company”) will, upon
the effective date, grant you an option (the “Option”) to purchase up to 287,500 shares of the Company’s Common Stock under the 1997 Stock Plan (the “Plan”) at an exercise price equal to the fair market value of the shares
on the date of grant as determined under the Plan. The fair market value of the Common Stock is currently under evaluation by an independent third party. We will provide your Option grant paperwork, with the fair market value, once the independent
party has completed its review and the Board has set the fair market value of the shares. Subject to the terms of the Plan and related option agreement, the Option will vest as to 1/36th of the shares one month from the grant date (“Vesting Commencement Date”), and as to an additional 1/36th of the shares each month thereafter until fully vested in three years. 
 In addition to the time-based vesting described in the preceding paragraph, if you are a Director of the Company on the date of a Change of Control (as defined below) that occurs before the three-year anniversary of
the Vesting Commencement Date, then 100% of the Shares subject to the Option shall immediately vest as of the effective date of such Change of Control. Notwithstanding any accelerated vesting contained in this paragraph, your total number of Shares
subject to the Option granted herein shall not increase by virtue of a Change of Control. 
 “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 (the
“Exchange Act”) (other than the Company, a Subsidiary of the Company, or a Company employee benefit plan) which did not previously possess such securities becomes the “beneficial owner” (as defined in Exchange Act Rule 13d-3),
directly or indirectly, of Company securities representing a majority of the combined voting power of the Company’s then outstanding securities; 







 Letter to John W. Handy 
 Page 2 of 3 
 January 18, 2006 
 (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) Election of individuals representing a majority of the board of directors if those directors were nominated by a “person” or “group” and the incumbent board of directors publicly opposed the election of those
directors. 
 Second, in addition to the indemnification rights you, in your capacity as a director of the Company, will be entitled to under
the Company’s Bylaws and Certificate of Incorporation, we propose to grant you the additional contractual indemnification and related rights provided in the enclosed Indemnification Agreement. 
 Third, the Company will reimburse you for reasonable travel expenses associated with your attendance at Board of Directors meetings. Activities in
connection with your seat on the Board of Directors will include participation as the Chairperson of the Company’s Audit Committee. 
 Finally, as you
know, the Company’s intellectual property and other proprietary information is one of our most important assets and we must all be vigilant in our protection of it. Although it goes without saying, I feel it is appropriate to remind all new
directors of their fiduciary duties of loyalty and care to the Company. These include the duty to maintain the confidentiality of the Company’s confidential and proprietary 









 Letter to John W. Handy 
 Page 2 of 3 
 January 18, 2006 
  

 
information and the duty to not use such information other than to promote the Company’s best interests. I am sure that you can appreciate the
importance of these matters to us. 
 Again, I am happy to extend this invitation to you. Your participation on our Board would be of great
benefit to the Company. 
  

	
	 Best Regards,

	
	 /s/ Stavro Prodromou

	 Stav Prodromou

	 Chief Executive Officer



  

	
	 Acknowledged and agreed:

	
	 /s/ John W. Handy

	 John W. Handy

	
	 23 January 2006

	 Dated