EX-10.26



 









Exhibit 10.26




OpenTV

2001 Nonstatutory Stock Option Plan



 FORM OF NONSTATUTORY STOCK OPTION AGREEMENT



     OpenTV Corp., a British Virgin Islands international business company (the “Company”), hereby
grants an Option to purchase certain Class A Ordinary Shares of the Company (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 2001 Nonstatutory Stock Option Plan (the “Plan”).



Date of Option Grant: __________________




Name of Optionee: _________________________________________________




Optionee’s Social Security Number: ___-__-_____




Number of Shares Covered by Option: ______________




Exercise Price per Share: $_____.___




Vesting Start Date: _____________




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-forty-eighth (1/48) of the
total number of Shares covered by this Option per month on the ___day of each of the thirty-six
(36) months 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, except in the case of death, as discussed
below.



     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:     ______________________________________________________

                                                                           (Signature)



Company:     ______________________________________________________

                                                                           (Signature)



Title:     __________________________________________________________











 







Attachment




OpenTV

2001 Nonstatutory Stock Option Plan



NONSTATUTORY 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.
	  
	Nonstatutory Stock Option

	 	This Option is not intended to be an Incentive Stock Option under
section 422 of the Internal Revenue Code and will be interpreted
accordingly.
	  
	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 or
Disability then your Option will expire at the close of business at
Company headquarters on the 90th day after your termination date.
	  
	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. 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.
	  
	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.
	  
	 
	 	•	To the extent a public market for the Shares
          exists as determined by the Company, 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.
          The Company shall have the right to designate one or more periods of
          time, each of which shall not exceed one hundred eighty (180) days
          in length, during which this Option shall not be exercisable if the
          Company determines (in its sole discretion) that such limitation on
          exercise could in any way facilitate a lessening of any restriction
          on transfer pursuant to the Securities Act or any state securities laws
          with respect to any issuance of securities by the Company, facilitate
          the registration or qualification of any securities by the Company under
          the Securities Act or any state securities laws, or facilitate the perfection
          of any exemption from the registration or qualification requirements
          of the Securities Act or any applicable state securities laws for the
          issuance or transfer of any securities. Such limitation on exercise
          shall not alter the vesting schedule set forth in this Agreement other
          than to limit the periods during which this Option shall be exercisable.
        
	 	 	 
	 	 	If the sale of Shares under
          the Plan is not registered under the Securities Act, but an exemption
          is available which requires an investment or other representation, you
          shall represent and agree at the time of exercise that the Shares being
          acquired upon exercise of this Option are being acquired for investment,
          and not with a view to the sale or distribution thereof, and shall make
          such other representations as are deemed necessary or appropriate by
          the Company and its counsel.
	  
	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.
          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.
	  
	Shareholder

	 	You, or your estate or heirs, have no rights as a shareholder 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.