Form of Stock Option Agreement under the 2006 Equity Incentive Plan



 EXHIBIT 10.8 
 ALIEN TECHNOLOGY CORPORATION 
 2006 EQUITY INCENTIVE PLAN 
 STOCK OPTION AWARD AGREEMENT 
 Unless
otherwise defined herein, the terms defined in the 2006 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Award Agreement. 
  

	I.	NOTICE OF STOCK OPTION GRANT 

 Name:

 Address: 
 You have
been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Award 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	  	
			
		  	     Nonstatutory Stock Option	  	
			
	Term/Expiration Date:	  	                                      
                                        
     	  	

 Vesting Schedule: 
 Subject to accelerated vesting as set forth below or in the Plan, this Option may be exercised, in whole or in part, in accordance with the following
schedule: 
 [25% of the Shares subject to the Option will vest twelve months after the Vesting Commencement Date, and 1/48 of the Shares
subject to the Option will vest each month thereafter on the same day of the Vesting Commencement Date (or if there is no corresponding date, the last day of the month), subject to Participant continuing to be a Service Provider through each such
date.] 







 Termination Period: 
 This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall
be exercisable for one (1) year after Participant ceases to be Service Provider. Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration Date as provided above and may be subject to earlier termination
as provided in Section 14(c) of the Plan. 
  

	II.	AGREEMENT 

 A. Grant of Option.

 The Administrator hereby grants to individual named in the Notice of Grant attached as Part I of this Agreement (the
“Participant”) an option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the “Exercise Price”), subject to the
terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the
terms and conditions of the Plan will prevail. 
 If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this
Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it will
be treated as a Nonstatutory Stock Option (“NSO”). 
 B. Exercise of Option. 
 (a) Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Award Agreement. 
 (b) Method of Exercise. This Option is exercisable by delivery of an
exercise notice, in the form attached as Exhibit A (the “Exercise Notice”) or in such other form and manner as determined by the Administrator, which will state the election to exercise the Option, the number of Shares in respect of
which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice will be completed by Participant and
delivered to the Company. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable withholding taxes. This Option will be deemed to be exercised upon receipt by the
Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. 
 No Shares will be issued pursuant to the
exercise of this Option unless such issuance and exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with
respect to such Exercised Shares. 
  

 -2- 








 C. Method of Payment. 
 Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election of Participant: 
 1. cash; 
 2. check; 
 3. consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or 
 4. surrender of other Shares which, (i) in the case of Shares acquired from the Company, either directly or indirectly, have been owned by the
Participant and not subject to a substantial risk of forfeiture for more than six (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. 
 D. 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 and may be exercised during the lifetime of Participant only by Participant. 
 E. 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 Award Agreement. 
 F. Tax Obligations. 
 1.
Withholding Taxes. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state, and local income and employment tax
withholding requirements applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

 2. Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant
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 Grant Date, or (2) the date one year after the date of exercise, Participant will immediately notify
the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant. 
 3. Code Section 409A. Under Code Section 409A, an option that vests after December 31, 2004 that was granted with a per share
exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the fair market value of a Share of Common 

  

 -3- 








 
Stock on the date of grant (a “discount option”) may be considered “deferred compensation.” An option that is a “discount
option” may result in (i) income recognition by the Optionee prior to the exercise of the option, (ii) an additional twenty percent (20%) tax, and (iii) potential penalty and interest charges. Optionee acknowledges that the
Company cannot and has not guaranteed that the IRS will agree that the per share exercise price of this Option equals or exceeds the fair market value of a Share of Common Stock on the date of grant in a later examination. Optionee agrees that if
the IRS determines that the Option was granted with a per share exercise price that was less than the fair market value of a Share of Common Stock on the date of grant, Optionee will be solely responsible for Optionee’s costs related to such a
determination. 
 G. Entire Agreement; Governing Law. 
 The Plan is incorporated herein by reference. The Plan and this Award 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 Participant with respect to the subject matter hereof, and may not be modified adversely to Participant’s interest except by means of a writing signed by the Company and Participant. This Award
Agreement is governed by the internal substantive laws, but not the choice of law rules, of California. 
 H. NO GUARANTEE OF CONTINUED
SERVICE. 
 PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY
CONTINUING AS AN EMPLOYEE, CONSULTANT OR NON-EMPLOYEE DIRECTOR AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). PARTICIPANT 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 AN EMPLOYEE, CONSULTANT OR NON-EMPLOYEE DIRECTOR FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND WILL NOT INTERFERE WITH PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE PARTICIPANT’S RELATIONSHIP AS AN EMPLOYEE, CONSULTANT OR NON-EMPLOYEE DIRECTOR AT ANY TIME, WITH OR WITHOUT CAUSE. 
 [Remainder of Page Intentionally Left Blank] 
  

 -4- 








 By Participant’s signature and the signature of the Company’s representative below, Participant
and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. 
  

					
	PARTICIPANT:	 		 	ALIEN TECHNOLOGY CORPORATION
			
	  
	 		 	  

	Signature	 		 	By
			
	  
	 		 	  

	Print Name	 		 	Title
			
	  
	 		 	
	Residence Address	 		 	
			
	  
	 		 	

  

 -5- 








 EXHIBIT A 
 ALIEN TECHNOLOGY CORPORATION 
 2006 EQUITY INCENTIVE PLAN 
 EXERCISE NOTICE 
 ALIEN TECHNOLOGY CORPORATION 
 [ADDRESS] 
 Attention:              
 1. Exercise of Option. Effective as of today,
                        ,     , the undersigned (“Purchaser”) hereby elects to
purchase              shares (the “Shares”) of the Common Stock of Alien Technology Corporation (the “Company”) under and pursuant to the 2006 Equity Incentive
Plan (the “Plan”) and the Award Agreement dated                          (the “Award Agreement”). The
purchase price for the Shares will be $            , as required by the Award Agreement. 
 2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price for the Shares and any required withholding taxes to be paid in connection with the exercise of the Option. 

3. Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Award Agreement and
agrees to abide by and be bound by their terms and conditions. 
 4. Rights as Stockholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Shares so acquired will be issued to Participant as soon as practicable after exercise of the Option. No adjustment will 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 14 of the Plan. 
 5. Tax Consultation. Purchaser understands that Purchaser may
suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for any tax advice. 
 6. Entire Agreement; Governing Law.
The Plan and Award Agreement are incorporated herein by reference. This Agreement, the Plan and the Award 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 Purchaser with respect to the subject matter hereof, and may not be modified adversely to the
Purchaser’s interest except by means of a writing signed by the Company and Purchaser. This agreement is governed by the internal substantive laws, but not the choice of law rules, of California. 
  

					
	Submitted by:	 		 	Accepted by:
			
	PURCHASER:	 		 	ALIEN TECHNOLOGY CORPORATION
			
	  
	 		 	  

	Signature	 		 	By
			
	  
	 		 	  

	Print Name	 		 	Its
			
	Address:	 		 	Address:
			
	  
	 		 	
			
	  
	 		 	
			
		 		 	  

		 		 	Date Received

  

 -2-