Form of Notice of Grant of Stock Option and Option Agreement



 EXHIBIT 10.1 
  
 Notice of Grant of Stock Option 
 and
Option Agreement (continued) 
  
 Definitions: 
  
 1. Date of Award is the effective date as stated
in the Notice of Grant of Stock Option and Option Agreement (the “Notice”). 
  
 2. Expiration Date is the date on the Notice under the column heading “Expiration.” 
  
 3. Post-Termination Exercise Period is three (3) months. 
  
 Vesting Schedule: 
  
 Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice and the Option Agreement, the Option may be exercised, in
whole or in part, in accordance with the schedule on page 1 of this Notice. 
  
 During any authorized leave of absence, the vesting of the Option as provided in this schedule shall cease after the leave of absence exceeds a period of ninety (90) days. Vesting of the Option shall resume upon the
Grantee’s termination of the leave of absence and return to service to the Company or a Related Entity. The Vesting Schedule of the Option shall be extended by the length of the suspension. 
  
 In the event of the Grantee’s change in status from Employee to
Consultant or from an Employee whose customary employment is 20 hours or more per week to an Employee whose customary employment is fewer than 20 hours per week, vesting of the Option shall continue only to the extent determined by the Administrator
as of such change in status. 
  
 IN WITNESS WHEREOF, the Company
and the Grantee have executed this Notice and agree that the Option is to be governed by the terms and conditions of this Notice and the Option Agreement. 
  

	 Pericom Semiconductor Corporation,
 a California corporation

		
	 By:
	 	  


	 Title:
	 	  




  

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 Notice of Grant of Stock Option 
 and Option Agreement (continued) 
  
 THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING
SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE OR THE OPTION AGREEMENT SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR
SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE COMPANY OR RELATED ENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO TERMINATE THE GRANTEE’S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE.
THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL. 
  
 The Grantee acknowledges receipt of a copy of the Option Agreement, and represents that he or she is familiar with the terms and provisions thereof, and
hereby accepts the Option subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice and the Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this
Notice, and fully understands all provisions of this Notice and the Option Agreement. The Grantee hereby agrees that all disputes arising out of or relating to this Notice and the Option Agreement shall be resolved in accordance with Section 13 of
the Option Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated in this Notice. 
  

	 Dated:
	 	  

	 	 Signed:
	 	  


	 	 	 	 	 	 	Grantee

  

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 PERICOM SEMICONDUCTOR CORPORATION 
  
 STOCK OPTION AWARD AGREEMENT 
  
 1. Grant of Option. Pericom Semiconductor Corporation, a California corporation (the “Company”), hereby
grants to the Grantee (the “Grantee”) named in the Notice of Stock Option Award (the “Notice”), a non-qualified stock option (the “Option”) to purchase the Total Number of Shares of Common Stock subject to the Option
(the “Shares”) set forth in the Notice, at the Exercise Price per Share set forth in the Notice (the “Exercise Price”) subject to the terms and provisions of this Stock Option Award Agreement (the “Option Agreement”)
and the Notice which are incorporated herein by reference. 
  
 2.
Exercise of Option. 
  
 (a) Right to Exercise. The
Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice and with the applicable provisions of this Option Agreement. The Option shall be subject to the provisions of Section 16 of this Option
Agreement relating to the exercisability or termination of the Option in the event of a Corporate Transaction, Change in Control or Related Entity Disposition. The Grantee shall be subject to reasonable limitations on the number of requested
exercises during any monthly or weekly period as determined by the Administrator. In no event shall the Company issue fractional Shares. 
  
 (b) Method of Exercise. The Option shall be exercisable by delivery of an exercise notice or by such other procedure as specified from time to time
by the Administrator which shall state the election to exercise the Option, the whole number of Shares in respect of which the Option is being exercised, and such other provisions as may be required by the Administrator. The exercise notice shall be
delivered in person, by certified mail, or by such other method (including electronic transmission) as determined from time to time by the Administrator to the Company accompanied by payment of the Exercise Price. The Option shall be deemed to be
exercised upon receipt by the Company of such notice accompanied by the Exercise Price, which, to the extent selected, shall be deemed to be satisfied by use of the broker-dealer sale and remittance procedure to pay the Exercise Price provided in
Section 3(d), below. 
  
 (c) Taxes. No Shares will be
delivered to the Grantee or other person pursuant to the exercise of the Option until the Grantee or other person has made arrangements acceptable to the Administrator for the satisfaction of applicable income tax and employment tax withholding
obligations, including, without limitation, obligations incident to the receipt of Shares. Upon exercise of the Option, the Company or the Grantee’s employer may offset or withhold (from any amount owed by the Company or the Grantee’s
employer to the Grantee) or collect from the Grantee or other person an amount sufficient to satisfy such tax obligations and/or the employer’s withholding obligations. 
  
 3. Method of Payment. Payment of the Exercise Price shall be made by any of the following, or a combination thereof,
at the election of the Grantee; provided, however, that such exercise method does not then violate any Applicable Law: 
  

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 (a) cash; 
  
 (b) check; 
  
 (c) surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require (including
withholding of Shares otherwise deliverable upon exercise of the Option) which have a Fair Market Value on the date of surrender or attestation equal to the aggregate Exercise Price of the Shares as to which the Option is being exercised (but only
to the extent that such exercise of the Option would not result in an accounting compensation charge with respect to the Shares used to pay the exercise price); 
  
 (d) payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee (i) shall provide written
instructions to a Company-designated brokerage firm to effect the immediate sale of some or all of the purchased Shares and remit to the Company sufficient funds to cover the aggregate exercise price payable for the purchased Shares and (ii) shall
provide written directives to the Company to deliver the certificates for the purchased Shares directly to such brokerage firm in order to complete the sale transaction; or  
  
 (e) any other method acceptable to the Administrator in its sole discretion. 
  
 4. Restrictions on Exercise. The Option may not be exercised if the
issuance of the Shares subject to the Option upon such exercise would constitute a violation of any Applicable Laws. 
  
 5. Termination or Change of Continuous Service. In the event the Grantee’s Continuous Service terminates, other than for Cause, the Grantee
may, but only during the Post-Termination Exercise Period (subject to the provisions for extended exercisability in Section (b)(ii)), exercise the portion of the Option that was vested at the date of such termination (the “Termination
Date”). In the event of termination of the Grantee’s Continuous Service for Cause, the Grantee’s right to exercise the Option shall, except as otherwise determined by the Administrator, terminate concurrently with the termination of
the Grantee’s Continuous Service (also the “Termination Date”). In no event shall the Option be exercised later than the Expiration Date set forth in the Notice. In the event of the Grantee’s change in status from Employee,
Director or Consultant to any other status of Employee, Director or Consultant, the Option shall remain in effect and, except to the extent otherwise determined by the Administrator, vesting of the Option shall continue. Except as provided in
Sections 6 and 7 below, to the extent that the Option was unvested on the Termination Date, or if the Grantee does not exercise the vested portion of the Option within the Post-Termination Exercise Period, the Option shall terminate. 
  
 6. Disability of Grantee. In the event the Grantee’s Continuous
Service terminates as a result of his or her Disability, the Grantee may, but only within twelve (12) months from the Termination Date (and in no event later than the Expiration Date), exercise the portion of the Option that was vested on the
Termination Date. To the extent that the Option was unvested on the Termination Date, or if the Grantee does not exercise the vested portion of the Option within the time specified herein, the Option shall terminate. 
  

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 7. Death of Grantee. In the event of the termination of the Grantee’s Continuous Service as a
result of his or her death, or in the event of the Grantee’s death during the Post-Termination Exercise Period or during the twelve (12) month period following the Grantee’s termination of Continuous Service as a result of his or her
Disability, the Grantee’s estate, or a person who acquired the right to exercise the Option by bequest or inheritance, may exercise the portion of the Option that was vested at the date of termination within twelve (12) months from the date of
death (but in no event later than the Expiration Date). To the extent that the Option was unvested on the date of death, or if the vested portion of the Option is not exercised within the time specified herein, the Option shall terminate.

  
 8. Transferability of Option. The Option may not be
transferred in any manner other than by will or by the laws of descent and distribution, provided, however, that the Option may be transferred to members of the Grantee’s Immediate Family to the extent and in the manner authorized by the
Administrator. Notwithstanding the foregoing, the Grantee may designate a member of the Grantee’s Immediate Family as a beneficiary of the Grantee’s Option in the event of the Grantee’s death on a beneficiary designation form
provided by the Administrator. The terms of the Option shall be binding upon the executors, administrators, heirs and successors of the Grantee. 
  
 9. Term of Option. The Option must be exercised no later than the Expiration Date set forth in the Notice or such earlier date as otherwise
provided herein. After the Expiration Date or such earlier date, the Option shall be of no further force or effect and may not be exercised. 
  
 10. Tax Consequences. Set forth below is a brief summary as of the date of this Option Agreement of some of the federal tax consequences of
exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE GRANTEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

  
 (a) Exercise of Non-Qualified Stock Option. On exercise
of a Non-Qualified Stock Option, the Grantee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise
Price. If the Grantee is an Employee or a former Employee, the Company will be required to withhold from the Grantee’s compensation or collect from the Grantee and pay to the applicable taxing authorities an amount in cash equal to a percentage
of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 
  
 (b) Disposition of Shares. If Shares are held for more than one year,
any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. 
  
 11. Entire Agreement: Governing Law. The Notice and this Option Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and 
  

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 supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the
subject matter hereof, and may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Company and the Grantee. Nothing in the Notice and this Option Agreement (except as expressly provided therein) is
intended to confer any rights or remedies on any persons other than the parties. The Notice and this Option Agreement are to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any
choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Should any provision of the Notice or this Option Agreement be
determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable. 
  
 12. Headings. The captions used in the Notice and this Option
Agreement are inserted for convenience and shall not be deemed a part of the Option for construction or interpretation. 
  
 13. Dispute Resolution. The provisions of this Section 13 shall be the exclusive means of resolving disputes arising out of or relating to the
Notice and this Option Agreement. The Company, the Grantee, and the Grantee’s assignees (the “parties”) shall attempt in good faith to resolve any disputes arising out of or relating to the Notice and this Option Agreement by
negotiation between individuals who have authority to settle the controversy. Negotiations shall be commenced by either party by notice of a written statement of the party’s position and the name and title of the individual who will represent
the party. Within thirty (30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved
by negotiation, the parties agree that any suit, action, or proceeding arising out of or relating to the Notice or this Option Agreement shall be brought in the United States District Court for the Northern District of California located in the city
of San Jose, California (or should such court lack jurisdiction to hear such action, suit or proceeding, in a California state court in the County of Santa Clara) and that the parties shall submit to the jurisdiction of such court. The parties
irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A
JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 13 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum
extent necessary to make it or its application valid and enforceable. 
  
 14. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service
or upon deposit in the United States mail by certified mail (if the parties are within the United States), with postage and fees prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such
party may designate in writing from time to time to the other party. 
  

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 15. Adjustments Upon Changes in Capitalization. Subject to any required action by the shareholders
of the Company, the number of Shares covered by the Option, the exercise price of the Option, as well as any other terms that the Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the
number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Shares, or similar transaction affecting the Shares, (ii) any other increase or decrease in the number of issued Shares
effected without receipt of consideration by the Company, or (iii) as the Administrator may determine in its discretion, any other transaction with respect to Common Stock including a corporate merger, consolidation, acquisition of property or
stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction; provided, however that conversion of any convertible securities of the Company
shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator and its determination shall be final, binding and conclusive. Except as the Administrator determines, no
issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the number or price of Shares subject to the
Option. 
  
 16. Corporate Transactions/Changes in
Control/Related Entity Dispositions. 
  
 (a) Termination
of Option to Extent Not Assumed in Corporate Transaction or Related Entity Disposition. Effective upon the consummation of a Corporate Transaction or Related Entity Disposition, the Option shall terminate. However, the Option shall not terminate
to the extent it is Assumed in connection with the Corporate Transaction or Related Entity Disposition. 
  
 (b) Acceleration of Option Upon Corporate Transaction or Change in Control. 
  
 (i) Corporate Transaction. In the event of a Corporate Transaction: 
  
 (A) for the portion of the Option that is Assumed or Replaced, then the
Option (if Assumed), the replacement award (if Replaced), or the cash incentive program (if Replaced) automatically shall become fully vested, exercisable and payable for all of the Shares at the time represented by such Assumed or Replaced portion
of the Option, immediately upon termination of the Grantee’s Continuous Service if such Continuous Service is terminated by the successor company, the Company or a Related Entity without Cause or voluntarily by the Grantee with Good Reason
within twelve (12) months after the Corporate Transaction; and 
  
 (B) for the portion of the Option that is neither Assumed nor Replaced, such portion of the Option shall automatically become fully vested and exercisable for all of the Shares at the time represented by such portion of the Option,
immediately prior to the specified effective date of such Corporate Transaction. 
  
 (ii) Change in Control. Following a Change in Control (other than a Change in Control which also is a Corporate Transaction) and upon the termination of the Continuous Service of the Grantee if such Continuous
Service is terminated by the Company or a 
  

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 Related Entity without Cause or voluntarily by the Grantee with Good Reason twelve (12) months after a Change in Control,
the Grantee shall be treated as if his or her Continuous Service continued for an additional twelve (12) months following such termination for purposes of vesting and exercisability. 
  
 (iii) Related Entity Disposition. In the event of a Related Entity Disposition: 
  
 (A) for the portion of the Option that is Assumed or Replaced, then the
Option (if Assumed), the replacement award (if Replaced), or the cash incentive program (if Replaced) automatically shall become fully vested, exercisable and payable for all of the Shares at the time represented by such Assumed or Replaced portion
of the Option, immediately upon termination of the Grantee’s Continuous Service if such Continuous Service is terminated by the successor company, the Company or a Related Entity without Cause or voluntarily by the Grantee with Good Reason
within twelve (12) months after the Related Entity Disposition; and 
  
 (B) for the portion of the Option that is neither Assumed nor Replaced, such portion of the Option shall automatically become fully vested and exercisable for all of the Shares at the time represented by such portion of the Option,
immediately prior to the specified effective date of such Related Entity Disposition. 
  
 17. No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit plan of the Company or a Related Entity, the Option shall not be deemed compensation for
purposes of computing benefits or contributions under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which the
availability or amount of benefits is related to level of compensation. The Option is not, and is not granted pursuant to, a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as
amended. 
  
 18. Definitions. As used herein, the following
definitions shall apply: 
  
 (a) “Administrator”
means the Board or any of the Committee of the Board appointed to administer the Option. 
  
 (b) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act. 
  
 (c) “Applicable Laws” means the legal requirements
applicable to Options, if any, under applicable provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system, and the rules of any foreign jurisdiction
applicable to Options granted to residents therein. 
  
 (d)
“Assumed” means that pursuant to a Corporate Transaction or a Related Entity Disposition either (i) the Option is expressly affirmed by the Company or (ii) the contractual obligations represented by the Option are expressly assumed
(and not simply by operation of law) by the successor entity or its Parent in connection with the Corporate 
  

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 Transaction or Related Entity Disposition with appropriate adjustments to the number and type of securities of the
successor entity or its Parent subject to the Option and the exercise price thereof which preserves the compensation element of the Option existing at the time of the Corporate Transaction or Related Entity Disposition as determined in accordance
with the instruments evidencing the agreement to assume the Option. 
  
 (e) “Board” means the Board of Directors of the Company and shall include any committee of the Board or Officer of the Company to which the Board has delegated its authority under this Agreement. 
  
 (f) “Cause” means, with respect to the termination by the
Company or a Related Entity of the Grantee’s Continuous Service, that such termination is for “Cause” as such term is expressly defined in a then-effective written agreement between the Grantee and the Company or such Related Entity,
or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Administrator, the Grantee’s: (i) refusal or failure to act in accordance with any specific, lawful direction or order of the
Company or a Related Entity; (ii) unfitness or unavailability for service or unsatisfactory performance (other than as a result of Disability); (iii) performance of any act or failure to perform any act in bad faith and to the detriment of the
Company or a Related Entity; (iv) dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity; or (v) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any
person. 
  
 (g) “Change in Control” means
a change in ownership or control of the Company effected through either of the following transactions: 
  
 (i) the direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by the Company or by a
Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s shareholders which a majority of the Continuing
Directors who are not Affiliates or Associates of the offeror do not recommend such shareholders accept, or 
  
 (ii) a change in the composition of the Board over a period of thirty-six (36) months or less such that a majority of the Board members (rounded up to
the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who are Continuing Directors. 
  

(h) “Code” means the Internal Revenue Code of 1986, as amended. 
  
 (i) “Committee” means any committee appointed by the Board to administer the Option. 
  
 (j) “Common Stock” means the common stock of the Company.

  

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 (k) “Company” means Pericom Semiconductor Corporation, a California corporation.

  
 (l) “Consultant” means any person (other than
an Employee or a Director, solely with respect to rendering services in such person’s capacity as a Director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related Entity.

  
 (m) “Continuing Directors” means members of
the Board who either (i) have been Board members continuously for a period of at least thirty-six (36) months or (ii) have been Board members for less than thirty-six (36) months and were elected or nominated for election as Board members by at
least a majority of the Board members described in clause (i) who were still in office at the time such election or nomination was approved by the Board. 
  
 (n) “Continuous Service” means that the provision of services to the Company or a Related Entity in any capacity of Employee, Director or
Consultant, is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as an Employee, Director or Consultant, Continuous Service shall be deemed terminated upon the actual cessation of providing
services to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before a termination as an Employee, Director or Consultant can be effective under Applicable Laws. Continuous Service shall not be
considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entity, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the
individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director or Consultant (except as otherwise provided in the Option Agreement). An approved leave of absence shall include sick leave, military leave,
or any other authorized personal leave. 
  
 (o) “Corporate
Transaction” means any of the following transactions: 
  
 (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; 
  
 (ii) the sale, transfer or other disposition of all or substantially all of
the assets of the Company (including the capital stock of the Company’s subsidiary corporations); 
  
 (iii) the complete liquidation or dissolution of the Company; 
  
 (iv) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a
reverse merger) in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons
different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger but excluding any such transaction or series of related transactions that the Administrator determines shall not be
a Corporate Transaction; or 
  

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 (v) acquisition in a single or series of related transactions by any person or related group of persons
(other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the
Company’s outstanding securities but excluding any such transaction or series of related transactions that the Administrator determines shall not be a Corporate Transaction. 
  
 (p) “Director” means a member of the Board or the board of directors of any Related Entity. 
  
 (q) “Disability” shall have the same meaning as defined
under the long-term disability policy of the Company or the Related Entity to which the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company or the Related Entity to which the Grantee provides service
does not have a long-term disability plan in place, “Disability” means that the Grantee is permanently unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically determinable
physical or mental impairment. The Grantee will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion. 
  
 (r) “Employee” means any person, including an Officer or
Director, who is in the employ of the Company or any Related Entity, subject to the control and direction of the Company or any Related Entity as to both the work to be performed and the manner and method of performance. The payment of a
director’s fee by the Company or a Related Entity shall not be sufficient to constitute “employment” by the Company. 
  
 (s) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 (t) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: 

 
 (i) If the Common Stock is listed on any established stock exchange or a
national market system, including without limitation The Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as
reported in The Wall Street Journal or such other source as the Administrator deems reliable; 
  
 (ii) If the Common Stock is regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities dealer, but selling prices are not reported, the Fair Market Value of a
Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall
Street Journal or such other source as the Administrator deems reliable; or 
  

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 (iii) In the absence of an established market for the Common Stock of the type described in (i) and
(ii), above, the Fair Market Value thereof shall be determined by the Administrator in good faith. 
  
 (u) “Good Reason” means the occurrence after a Corporate Transaction, Related Entity Disposition or Change in Control of any of the
following events or conditions unless consented to by the Grantee (and the Grantee shall be deemed to have consented to any such event or condition unless the Grantee provides written notice of the Grantee’s non-acquiescence within 30 days of
the effective time of such event or condition): 
  
 (i) a change
in the Grantee’s responsibilities or duties which represents a material and substantial diminution in the Grantee’s responsibilities or duties as in effect immediately preceding the consummation of a Corporate Transaction, Related Entity
Disposition or Change in Control; or 
  
 (ii) a reduction in the
Grantee’s base salary to a level below that in effect at any time within six (6) months preceding the consummation of a Corporate Transaction, Related Entity Disposition or Change in Control or at any time thereafter (except to the extent such
reduction is part of a comprehensive reduction in salary applicable to employees of the Company generally). 
  
 (v) “Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece,
nephew, mother-in-law, father-in-law, son-in law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Grantee’s household (other than a tenant or employee), a trust in which these persons
(or the Grantee) have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the Grantee) control the management of assets, and any other entity in which these persons (or the Grantee) own more than fifty
percent (50%) of the voting interests. 
  
 (w)
“Non-Qualified Stock Option” means an Option not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. 
  
 (x) “Officer” means a person who is an officer of the Company or a Related Entity within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 
  
 (y) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code. 
  
 (z) “Related Entity” means any Parent or Subsidiary of the Company and any business, corporation,
partnership, limited liability company or other entity in which the Company or a Parent or a Subsidiary of the Company holds a substantial ownership interest, directly or indirectly. 
  
 (aa) “Related Entity Disposition” means the sale, distribution or other disposition by the Company, a
Parent or a Subsidiary of all or substantially all of the interests of the Company, a Parent or a Subsidiary in any Related Entity effected by a sale, merger or 
  


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 consolidation or other transaction involving that Related Entity or the sale of all or substantially all of the assets of
that Related Entity, other than any Related Entity Disposition to the Company, a Parent or a Subsidiary. 
  
 (bb) “Replaced” means that pursuant to a Corporate Transaction or Related Entity Disposition the Option is replaced with a comparable
stock award or a cash incentive program of the Company, the successor entity (if applicable) or Parent of either of them which preserves the compensation element of such Option existing at the time of the Corporate Transaction or Related Entity
Disposition and provides for subsequent payout in accordance with the same (or a more favorable) vesting schedule applicable to such Option. The determination of the comparability of the replacement stock-based award or cash incentive program shall
be made by the Administrator and its determination shall be final, binding and conclusive. 
  
 (cc) “Share” means a share of the Common Stock. 
  
 (dd) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the
Code. 
  

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