2002 Equity Incentive Plan Stock Option Agreement



 
EXHIBIT 4.03

 
NETOPIA,
INC. 2002 EQUITY INCENTIVE PLAN 
FORM
OF NOTICE OF STOCK OPTION GRANT 
 
You have been granted the following option to purchase shares of the Common Stock of Netopia, Inc. (the “Company”):

 

	 Name of Optionee:
	 	 (Name)

	
	 Total Number of Shares:
	 	 (TotalShares)

	
	 Type of Option:
	 	 (ISO) Incentive Stock Option

	
	 	 	 (NSO) Nonstatutory Stock Option

	
	 Exercise Price Per Share:
	 	 $(PricePerShare)

	
	 Date of Grant:
	 	 (DateGrant)

	
	 Vesting Commencement Date:
	 	 (VestDay)

	
	 Vesting Schedule:
	 	 This option becomes exercisable with respect to the first (CliffPercent)% of the Shares subject to this option when
you complete (CliffPeriod) months of continuous “Service” (as defined in the Plan) from the Vesting Commencement Date. Thereafter, this option becomes exercisable with respect to an additional (Percent)% of the Shares subject to this
option when you complete each month of Service.

	
	 Expiration Date:
	 	 (ExpDate). This option expires earlier if your Service terminates earlier, as described in the Stock Option
Agreement.


 
You and the Company
agree that this option is granted under and governed by the terms and conditions of the 2002 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement, both of which are attached to and made a part of this document. 
 
You further agree that the Company may deliver by email all documents relating
to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation,
annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a
web site, it will notify you by email. 
 

	 OPTIONEE:
	 	 NETOPIA, INC.

	
	
	 	 By:
	  	  


	 	 	 Title:
	  	  










 
NETOPIA, INC. 2002 EQUITY INCENTIVE PLAN 
 
FORM OF STOCK OPTION AGREEMENT 
 

	 Tax Treatment 
	 This option is intended to be an incentive stock option under section 422 of the Internal Revenue Code or a nonstatutory stock
option, as provided in the Notice of Stock Option Grant. 


 

	 Vesting 
	 This option becomes exercisable in installments, as shown in the Notice of Stock Option Grant. In addition, this option becomes
exercisable as follows: 


 

	 	•	 	If your Service (as defined in the Plan) terminates because of death in the first two years of your Service, you will be given vesting credit for two additional
years of Service. 

 

	 	•	 	If your Service terminates because of death anytime after your first two years of Service, all of your option shares will vest in full. 

 

	 	•	 	If the Company is subject to a Corporate Transaction (as defined in the Plan) your option shares will vest in full unless your option is substituted or assumed by
the successor corporation. The determination of option comparability shall be made by the Plan Administrator, and such determination shall be final, binding and conclusive. 

 

	 	 This option will in no event become exercisable for additional shares after your Service has terminated for any reason.



 

	 Term 
	 This option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shown in the Notice of Stock Option Grant. (It will expire earlier if your Service
terminates, as described below.) 


 

	 Regular Termination 
	 If your Service terminates for any reason except death, Permanent Disability (as defined in the Plan), or Misconduct (as defined
in the Plan), then this option will expire at the close of business at Company headquarters on the date three months after your termination date. The Company determines when your Service terminates for this purpose.



 

	 Death 
	 If you die before your Service terminates, then this option will expire at the close of business at Company headquarters on the
date 12 months after the date of death. 


 

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	 	 Prior to such expiration, any vested option may be exercised by your estate or by a person who acquires the right to exercise the
option by bequest, inheritance or written beneficiary designation. 


 

	 Disability 
	 If your Service terminates because of your Permanent Disability, then this option will expire at the close of business at Company
headquarters on the date 12 months after your termination date. 


 

	 Misconduct 
	 If your Service terminates because of Misconduct, then this option will expire immediately and cease to remain outstanding.



 

	 Leaves of Absence and Part-Time Work 
	 For purposes of this option, your Service does not terminate when you go on a military leave, a sick leave or another bona
fide leave of absence, if the leave was approved by the Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law. But your Service terminates when the approved leave ends, unless you
immediately return to active work. 


 

	 	 If you go on a leave of absence, then the vesting schedule specified in the Notice of Stock Option Grant may be adjusted in
accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Stock Option Grant may be adjusted in accordance with the
Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule. 


 

	 Restrictions on Exercise 
	 The Company will not permit you to exercise this option if the issuance of shares at that time would violate any law or
regulation. 


 

	 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. The notice will be effective when the Company receives it. 


 

	 	 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 option exercise price for the shares that you are
purchasing. Payment may be made in one (or a combination of two or more) of the following forms: 


 

	 	•	 	Your personal check, a cashier’s check or a money order. 

 

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	 	•	 	Certificates for shares of Company stock that you own, along with any forms needed to effect a transfer of those shares to the Company. The value of the shares,
determined as of the effective date of the option exercise, will be applied to the option exercise price. Instead of surrendering shares of Company stock, you may attest to the ownership of those shares on a form provided by the Company and have the
same number of shares subtracted from the option shares issued to you. However, you may not surrender, or attest to the ownership of, shares of Company stock in payment of the exercise price if your action would cause the Company to recognize
compensation expense (or additional compensation expense) with respect to this option for financial reporting purposes. 

 

	 	•	 	Irrevocable directions to a securities broker approved by the Company to sell all or part of your option shares and to deliver to the Company from the sale proceeds
an amount sufficient to pay the option exercise price and any withholding taxes. (The balance of the sale proceeds, if any, will be delivered to you.) The directions must be given by signing a special “Notice of Exercise” form provided by
the Company. 

 

	 	•	 	Irrevocable directions to a securities broker or lender approved by the Company to pledge option shares as security for a loan and to deliver to the Company from the
loan proceeds an amount sufficient to pay the option exercise price and any withholding taxes. The directions must be given by signing a special “Notice of Exercise” form provided by the Company. 

 

	 Withholding Taxes and Stock Withholding 
	 You will not be allowed to exercise this option unless you make arrangements acceptable to the Company to pay any withholding
taxes that may be due as a result of the option exercise. With the Company’s consent, these arrangements may include withholding shares of Company stock that otherwise would be issued to you when you exercise this option. The value of these
shares, determined as of the effective date of the option exercise, will be applied to the withholding taxes. 


 

	 Restrictions on Resale 
	 You agree not to sell any option shares at a time when applicable laws, Company policies or an agreement between the Company and
its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify. 


 

	 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 


 

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	 	 this option in your will or a beneficiary designation. 


 

	 	 Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your
former spouse, nor is the Company obligated to recognize your former 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 a subsidiary of the Company in any
capacity. The Company and its subsidiaries reserve the right to terminate your Service at any time, with or without cause. 


 

	 Stockholder Rights 
	 You, or your estate or heirs, have no rights as a stockholder of the Company until you have exercised this option by giving the
required notice to the Company and paying the exercise price. No adjustments are made for dividends or other rights if the applicable record date occurs before you exercise this option, except as described in the Plan.



 

	 Adjustments 
	 In the event of a stock split, a stock dividend or a similar change in Company stock, the number of shares covered by this option
and the exercise price per share may be adjusted pursuant to the Plan. 


 

	 Applicable Law 
	 This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law
provisions). 


 

	 The Plan and Other Agreements 
	 The text of the Plan is incorporated in this Agreement by reference. 


 

	 	 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. This Agreement may be amended only by another written agreement between the parties. 


 
BY SIGNING THE COVER SHEET
OF THIS AGREEMENT, YOU AGREE TO ALL OF THE 
TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE
PLAN. 
 

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