shareoptionagreeexhibit4.htm


     

    Exhibit
4.4

     

    ANADIGICS,
INC.

     

    SHARE OPTION
AGREEMENT

     

    AGREEMENT,
made and entered into on the date set forth on Exhibit A attached hereto
(“Exhibit A”) by and between ANADIGICS, Inc. (the “Company”) and the person
designated as the Optionee on Exhibit A hereto (the “Optionee”).

     

     

    WHEREAS,
the Optionee has entered into an Employment Agreement with the Company dated
January 15, 2009 (the “Employment Agreement”);

     

     

    NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein, and for the good and valuable consideration, the Company and the
Optionee agree as follows:

     

    (a)           Grant.  Pursuant
to the provisions of the Employment Agreement the terms of which are
incorporated herein by reference, the Company hereby grants to the Optionee the
right and option (the “Option”) to purchase the number of shares of common stock
($.0l par value) of the Company (the “Shares”) indicated on Exhibit A
hereto.  The Option is granted as of the date designated the “date of
grant” on Exhibit A hereto (the “Date of Grant”) and such grant is subject to
the terms and conditions herein.  Such Option shall not be treated as
an incentive stock option under Section 422 of the Internal Revenue Code of
1986, as amended.

     

    (b)           Purchase
Price.  Except as otherwise provided in paragraph (h) below,
the purchase price of  each Share subject to the Option shall be the
amount designated the “option price per share” on Exhibit A hereto (the “Option
Price”) payable in full upon exercise of the Option.

     

    (c)           Term of
Option.  The Option may be exercised only during the period
commencing on the Date of Grant and continuing through 10 years from the date of
grant (the “Option Period”).  The Optionee’s exercise rights during
the Option Period shall be subject to limitations as hereinafter provided and
shall be subject to sooner termination in the event of death, disability or
other termination of employment, as provided below.  At the end of the
Option Period or, if earlier, the termination of the period of exercisability as
provided in paragraph (e), below, the Option shall terminate.

     

    (d)           Exercisability .
Except as otherwise provided in paragraph (e), below, the Option shall become
exercisable and the Optionee shall be entitled to exercise the Option at the
time or times set forth in Exhibit A hereto.

     

    (e)           Termination.

     

     

    (i)          (A)
Death or
Disability.  In the event the Optionee’s employment with the
Company is terminated pursuant to Section VI.A of the Optionee’s Employment
Agreement, all of his Options shall become fully exercisable at the time of such
termination and may be exercised by the estate or other legal representative of
the Optionee during the period ending three months following the month in which
the Optionee’s termination occurs (but not beyond the Option
Period).

     

     

    (B)          Death after
Service.  In the event the Optionee dies after termination of
his employment with the Company for any of the reasons described in paragraph
(e)(i) - (iii), hereof, at a time when all or a portion of the Option remains
exercisable, the estate or other legal representative of the Optionee shall be
entitled, during the period ending ninety (90) days following the date of
the Optionee’s death (but not beyond the Option Period), to exercise that
percentage of the Option that the Optionee could have exercised immediately
prior to his death.

     

     

    (ii)          Termination For Cause or
Resignation Not for Good Reason.  If the Optionee’s employment
by the Company is terminated pursuant to Section VI.B of the Employment
Agreement, his Option, to the extent exercisable at the time of such termination
of employment, may be exercised during the period ending ninety (90) days after
the date of termination of employment (but not beyond the Option
Period).

     

     

    (iii)          Termination Without Cause or
Termination for Good Reason.  If the Optionee’s employment by
the Company is terminated pursuant to Section VI.C of the Employment Agreement,
his Option shall become fully exercisable at the time of such termination of
employment, may be exercised during the period ending three hundred sixty (360)
days after the date of  termination of employment (but not beyond the
Option Period).

     

     

    (iv)          Forfeiture.  That
portion of the Option which remains unexercisable following a termination of the
Optionee’s service as described in paragraph (e) (ii), above, shall be
forfeited.

     

    (f)           Exercise of
Option.  In order to exercise the Option, the Optionee shall
submit to the Company or its designated agent an instrument in writing
specifying the number of Shares in respect of which the Option is being
exercised, accompanied by payment in a manner acceptable to the Company, of the
Option Price of the Shares in respect of which the Option is being
exercised.  Shares shall then be issued by the Company and a share
certificate delivered to the Optionee; provided, however, that the
Company shall not be obligated to issue any Shares hereunder if the issuance of
such Shares would violate the provisions of any applicable law, in which event
the Company shall, as soon as practicable, take whatever action it reasonably
can so that such Shares may be issued without resulting in such violation of
law.

     

    (g)           No Rights of
Shareholder.  The Optionee shall not, by virtue of the Option,
be entitled to any rights of a shareholder of the Company, either at law or
equity, and the grant of the Option shall not confer on the Optionee any right
with respect to continuance of his or her service with the Company nor shall
such grant interfere in any way with the right of the Company to terminate the
Optionee’s service at any time.

     

    (h)           Recapitalizations,
Dividends, and Adjustments.  In the event that the Committee
shall determine that any dividend in Shares, recapitalization, Share split,
reverse split, reorganization, merger, consolidation, spin-off, combination,
repurchase, or share exchange, extraordinary distribution or other similar
corporate transaction or event, affects the Shares such that an adjustment is
appropriate in order to prevent dilution or enlargement of the rights of the
Optionee hereunder, then the Committee shall make such equitable changes or
adjustments as it deems appropriate and, in such manner as it may deem
equitable, (A) adjust any or all of (i) the number and kind of Shares other
securities or other consideration issued or issuable on exercise of the Option
and (ii) the exercise price of the Option or (B) provide for a distribution
of cash or property in respect of the Option.

     

    (i)           Nontransferability.  The
Option shall not be transferable by the Optionee except by will or the laws of
descent and distribution, and it shall be exercisable during the lifetime of the
Optionee only by the Optionee or his or her guardian or legal
representative.

     

    (j)           Withholding.  The
Optionee agrees to make appropriate arrangements with the Company or its
designated agent for satisfaction of any applicable tax withholding
requirements, or similar requirements, arising out of this
Agreement.

     

    (k)           References.  References
herein to rights and obligations of the Optionee shall apply where appropriate,
to the Optionee’s legal representative or estate without regard to whether
specific reference to such legal representative or estate is contained in a
particular provision of this Agreement.

     

    (l)           Notice.  Any
notice required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been given when delivered personally or by
courier, or sent by certified or registered mail, postage prepaid, return
receipt requested, or by fax duly addressed to the party concerned at the
address (and fax number) indicated below or to such changed address (or fax
number) as such party may subsequently by similar process give notice
of:

     

    If to the
Company:

     

    141 Mt.
Bethel Road

     

    Warren,
NJ 07059

     

    If to the
Optionee:

     

    


     

    At the
address and fax number indicated on Exhibit A hereto.

     

    (m)           Governing
Law.  This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without reference to the principles of
conflict of laws.

     

    IN
WITNESS WHEREOF, the undersigned have executed this Agreement on February 1,
2009.

     

    ANADIGICS,
INC.

     

    
      	
              By:

            	
              /s/ Thomas
      Shields

            	 


    

     

    
      	
               
      

            	
               Thomas
      Shields, Executive Vice President

            


    

     

    
      	
               
      

            	
              OPTIONEE

            


    

     

    
      	
              By:

            	
              /s/ Mario A.
      Rivas

            	 


    

     

    
      	
               
      

            	
               Mario
      A. Rivas

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

     

    
      	
              Optionee:

            	
              Mario
      A. Rivas

            


    

     

    
      	
              Grant:

            	
              Option
      to purchase seven hundred thousand (700,000) shares of Common Stock of the
      Company.

            


    

     

    
      	
              Date of
      Grant:

            	
              February
      1, 2009

            


    

     

    
      	
              Option Price Per
      Share:

            	
              $2.03
      per share

            


    

     

    
      	
              Exercisable:

            	
              Option
      becomes exercisable pursuant to the following
  schedule:

            


    

     

    
      	
               
      

            	
              two
      hundred fifty thousand (250,000) shares on February 1,
  2011

            


    

     

    
      	
               
      

            	
              four
      hundred fifty thousand (450,000) shares on February 1,
  2012