exv10w7



 




Exhibit-10.7





TTM Technologies, Inc.




2006 INCENTIVE COMPENSATION PLAN




STOCK OPTION AGREEMENT




     Unless otherwise defined herein, the terms defined in the 2006 Incentive Compensation Plan
shall have the same defined meanings in this Stock Option Agreement.



I. NOTICE OF STOCK OPTION GRANT




	 	 	 
	Name:

	 	 
	 

	 	 
	 
	 	 
	Address:
	 	 
	 

	 	 





     The undersigned Optionee has been granted an Option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as follows:



	 	 	 
	Date of Grant:

	 	 
	 

	 	 
	 
	 	 
	Vesting Commencement Date:
	 	 
	 

	 	 
	 
	 	 
	Exercise Price per Share:
	 	 
	 

	 	 
	 
	 	 
	Total Number of Shares Granted:
	 	 
	 

	 	 
	 
	 	 
	Total Exercise Price:
	 	 
	 

	 	 
	 
	 	 
	Type of Option:

	 	o Incentive Stock Option
	 
	 	 
	 

	 	þ Nonstatutory Stock Option







Expiration Date: As provided in Section 3 of the Agreement.




Vesting Schedule: This Option shall be vested according to the following vesting
schedule:




1/4th of the Shares subject to the Option shall vest on each of the first four
anniversaries of the Vesting Commencement Date, subject to Optionee Continuous
Service on such dates. In addition, this Option shall be subject to vesting
acceleration pursuant to Section 2(c) of the Option Agreement.




Exercise Schedule: To the extent vested, this Option shall be exercisable during
its term (as provided in Section 3 of the Stock Option Agreement).



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II. AGREEMENT




     1. Grant of Option. The Plan Administrator of the Company hereby grants to the person
named in the Notice of Stock Option Grant (the “Optionee”), an option (the
“Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant,
at the exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise
Price”), and subject to the terms and conditions of the Notice of Stock Option Grant and the
Plan, which are incorporated herein by reference. Subject to Section 10(e) of the Plan, in the
event of a conflict between the terms and conditions of the Plan and this Option Agreement or the
Notice of Stock Option Grant, the terms and conditions of the Plan shall prevail.



     If designated in the Notice of Stock Option Grant as an Incentive Stock Option
(“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in
Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code
Section 422(d), this Option shall be treated as a Non-Qualified Stock Option (“NSO”).



     2. Exercise of Option.



          (a) Right to Exercise. This Option shall be exercisable during its term in accordance
with the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable
provisions of the Plan and this Option Agreement.




          (b) Method of Exercise. This Option shall be exercisable by delivery of an exercise
notice in the form satisfactory to the Company (an example of which is attached as Exhibit
A) (the “Exercise Notice”) which shall state the election to exercise the Option, the
number of Shares with respect to which the Option is being exercised, and such other
representations and agreements as may be required by the Company.




     No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such
exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the
Shares shall be considered transferred to the Optionee on the date on which the Option is exercised
with respect to such Shares.



     The Option shall be deemed exercised when the Company receives (i) written or electronic
notice of exercise (in accordance with this Option Agreement) from the Optionee (or other person
entitled to exercise the Option), (ii) full payment for the Shares with respect to which the Option
is exercised, and (iii) any other documents or agreements required by this Option Agreement or the
Exercise Notice. Full payment may consist of any consideration and method of payment permitted by
this Option Agreement. Shares issued upon exercise of an Option shall be issued in the name of the
Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse (to
the extent permitted by law). Until the Shares are issued (as evidenced by the appropriate entry
on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends or any other
rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the
Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which the record date is
prior to the date the Shares are issued, except as provided in Section 10(c) of the Plan.



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     Exercise of this Option in any manner shall result in a decrease in the number of Shares
thereafter available for sale under the Option, by the number of Shares as to which the Option is
exercised.



          (c) Vesting Acceleration.




               i) Upon a Change in Control, an additional number of Shares subject to the Option shall vest
equal to the number of Shares subject to the Option that would vest during the one year period
beginning on the date of the consummation of the Change in Control. Subject to the other terms of
this Option, after such vesting acceleration, the Option shall then continue to vest in accordance
with its original vesting schedule, so that the result of the vesting acceleration is that the
Option shall fully vest sooner than it otherwise would have and without any change in the number of
shares that vested for any installment.



               ii) Upon the termination of your Continuous Service by the Company without Cause or by reason
of your death or Disability, an additional number of Shares subject to the Option shall vest equal
to the product of (x) number of Shares subject to the Option that would vest during the 12 month
period commencing on the date of grant of the Option as listed in the Notice of Stock Option Grant
(the “Grant Date”), or, if later, the last anniversary of the Grant Date and (y) the
fraction of (i) the number of whole months from the Grant Date, or, if later, the last anniversary
of the Grant Date and (ii) twelve (12), rounded down to the nearest whole Share.



               iii) If your Continuous Service is terminated without Cause by the Company within twelve (12)
months after the close of a Change in Control, then your Option shall become fully vested and
exercisable as of the date of termination of your Continuous Service.



     3. Term. Optionee may not exercise the Option before the commencement of its term or
after its term expires. During the term of the Option, Optionee may only exercise the Option to
the extent vested. The term of the Option commences on the Grant Date and expires upon the
earliest of the following:



          (a) With respect to the unvested portion of the Option, upon termination of your Continuous
Service;




          (b) With respect to the vested portion of the Option, ninety (90) days after the termination
of your Continuous Service by the Company without Cause;




          (c) With respect to the vested portion of the Option, thirty (30) days after the termination
of your Continuous Service upon your voluntary resignation for any reason;




          (d) With respect to the vested portion of the Option, immediately upon the termination of your
Continuous Service for Cause;




          (e) With respect to the vested portion of the Option, twelve (12) months after the termination
of your Continuous Service due to your Disability or death;




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          (f) With respect to the vested portion of the Option, twelve (12) months after the termination
of your Continuous Service by the Company without Cause within twelve (12) months after the close
of a Change in Control;




          (g) Immediately prior to the close of certain Corporate Transactions, pursuant to Section 9(b)
of the Plan; or




          (h) The day before the tenth (10th) anniversary of the Grant Date.




     4. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:



          (a) cash or check;




          (b) subject to the approval of the Company at the time of exercise, consideration received by
the Company under a formal cashless exercise program adopted by the Company in connection with the
Plan; or




          (c) subject to the approval of the Company at the time of exercise, surrender of other Shares
which, (i) in the case of Shares acquired from the Company, either directly or indirectly, have
been owned by the Optionee 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) subject to the approval of the Company at the time of exercise, cancellation of a number
of Shares subject to the Option which have vested and are being exercised equal to the largest
number of whole Shares that has a Fair Market Value that does not exceed the aggregate Exercise
Price. With respect to any remaining balance of the aggregate Exercise Price, the Company shall
accept a cash payment from the Optionee. The Shares used to pay the aggregate Exercise Price under
this provision will be considered to have resulted from the exercise of the Option, and
accordingly, the Option will not again be exercisable with respect to such Shares.




     5. Optionee’s Representations. In the event the Shares have not been registered under
the Securities Act of 1933, as amended, at the time this Option is exercised, the Optionee shall,
if required by the Company,
concurrently with the exercise of all or any portion of this Option, deliver to the Company an
investment representation statement in a form satisfactory to the Company.



     6. Lock-Up Period. Optionee hereby agrees that Optionee shall not offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any Common Stock (or other securities) of the Company or enter into any
swap, hedging or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any Common Stock (or other securities) of the Company
held by
Optionee (other than those included in the registration) for a period specified by the
representative of the underwriters of Common Stock (or other securities) of the Company



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not to
exceed one hundred eighty (180) days following the effective date of any registration statement of
the Company filed under the Securities Act.



     Optionee agrees to execute and deliver such other agreements as may be reasonably requested by
the Company or the underwriter which are consistent with the foregoing or which are necessary to
give further effect thereto. In addition, if requested by the Company or the representative of the
underwriters of Common Stock (or other securities) of the Company, Optionee shall provide, within
ten (10) days of such request, such information as may be required by the Company or such
representative in connection with the completion of any public offering of the Company’s securities
pursuant to a registration statement filed under the Securities Act. The obligations described in
this Section shall not apply to a registration relating solely to employee benefit plans on Form
S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating
solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in
the future. The Company may impose stop-transfer instructions with respect to the shares of Common
Stock (or other securities) subject to the foregoing restriction until the end of said one hundred
eighty (180) day period. Optionee agrees that any transferee of the Option or shares acquired
pursuant to the Option shall be bound by this Section.



     7. Restrictions on Exercise. This Option may not be exercised until such time as the
Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon
such exercise or the method of payment of consideration for such shares would constitute a
violation of any Applicable Law.



     8. 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 Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of the Optionee.



     9. Tax Obligations.



          (a) Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or
Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and
foreign income and employment tax withholding requirements applicable to the Option exercise.
Optionee 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.




          (b) Share Withholding. The Company, in compliance with any applicable legal
conditions or restrictions, may withhold from fully vested Shares purchased through the exercise of
the Option, otherwise deliverable to Optionee through the exercise of the Option, a whole number of
Shares having a Fair Market Value, as determined by the Company as of the date of exercise, not in
excess of the amount of tax required to be withheld by law (or such lower amount as may be
necessary to avoid adverse financial accounting treatment). To the extent that the withholding of
the Shares is less than the tax withholding amount, the Optionee agrees to pay the remainder of the
tax withholding in cash or check or to have such amount withheld by the

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Company from the Optionee’s
compensation through payroll and any other amounts payable to Optionee.




          (c) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to
Optionee herein is an ISO, and if Optionee 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, the Optionee shall immediately notify the
Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax
withholding by the Company on the compensation income recognized by the Optionee.




     10. Entire Agreement; Governing Law. The Plan and the Notice of Stock Option Grant
are incorporated herein by reference. The Plan, the Notice of Stock Option Grant and this Option
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 Optionee
with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s
interest except by means of a writing signed by the Company and Optionee. This agreement is
governed by the internal substantive laws but not the choice of law rules of California.



     11. No Guarantee of Continued Service. Optionee acknowledges and agrees that the
vesting of shares pursuant to the vesting schedule hereof is earned only by Continuing Service at
the will of the Company (not through the act of being hired, being granted this Option or acquiring
shares hereunder). Optionee 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 Service for the vesting period, for any period, or at all, and shall
not interfere in any way with Optionee’s 
right or the company’s right to terminate Optionee’s relationship with the Company at any
time, with or without cause.



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     Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar
with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms
and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Option and fully understands
all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Plan Administrator upon any questions arising under the
Plan or this Option. Optionee further agrees to notify the Company upon any change in the
residence address indicated below.



	 	 	 	 	 
	Optionee

	 	 	 	TTM Technologies, Inc.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Signature

	 	 	 	Signature
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Print Name

	 	 	 	Print Name
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Title
	 
	 	 	 	 
	Residence Address
	 	 	 	 






SIGNATURE PAGE OF OPTION AGREEMENT




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EXHIBIT A




2006 INCENTIVE COMPENSATION PLAN




EXERCISE NOTICE




TTM Technologies, Inc.

[Street Address]

[City/State/Zip]




Attention:




     1. Exercise of Option. Effective as of today, ___, ___, the undersigned
(“Optionee”) hereby elects to exercise Optionee’s option to purchase ___shares of
the Common Stock (the “Shares”) of TTM Technologies, Inc. (the “Company”) under and
pursuant to the 2005 Incentive Compensation Plan (the “Plan”), the Notice of Stock Option
Grant and the Stock Option Agreement dated ___, ___(the “Option Agreement”).



     2. Delivery of Payment. Optionee herewith delivers to the Company the full purchase
price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in
connection with the exercise of the Option.



     3. Representations of Optionee. Optionee acknowledges that Optionee has received,
read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their
terms and conditions.



     4. Rights as Stockholder. Until the issuance of the Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall
be issued to the Optionee as soon as practicable after the Option is exercised in accordance with
the Option Agreement. No adjustment shall 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 10(c) of the Plan.



     5. Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of
Optionee’s purchase or disposition of the Shares. Optionee represents that Optionee has consulted
with any tax consultants Optionee deems advisable in connection with the purchase or disposition of
the Shares and that Optionee is not relying on the Company for any tax advice.



     6. Restrictive Legends and Stop-Transfer Orders.



          (a) Legends. Optionee understands and agrees that the Company shall cause the legends
set forth below or legends substantially equivalent thereto, to be placed upon any




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certificate(s)
evidencing ownership of the Shares together with any other legends that may be required by the
Company or by state or federal securities laws:





     THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF AN
UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES AND MAY NOT BE SOLD OR
OTHERWISE DISPOSED OF BY THE HOLDER WITHOUT THE CONSENT OF THE COMPANY OR THE
MANAGING UNDERWRITER.



          (b) Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance with
the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions
to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.




          (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of any of the provisions
of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or
pay dividends to any purchaser or other transferee to whom such Shares shall have been so
transferred.




     7. Successors and Assigns. The Company may assign any of its rights under this
Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the
benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Exercise Notice shall be binding upon Optionee and his or her heirs,
executors, administrators, successors and assigns.



     8. Interpretation. Any dispute regarding the interpretation of this Exercise Notice
shall be submitted by Optionee or by the Company forthwith to the Plan Administrator which shall
review such dispute
at its next regular meeting. The resolution of such a dispute by the Plan Administrator shall
be final and binding on all parties.



     9. Governing Law; Severability. This Exercise Notice is governed by the internal
substantive laws but not the choice of law rules, of California. In the event that any provision
hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Option Agreement will continue in full force and effect.



     10. Entire Agreement. The Plan, the Notice of Stock Option Grant and Option Agreement
are incorporated herein by reference. This Exercise Notice, the Plan, the Notice of Stock Option
Grant and the Option 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 Optionee with respect to the subject matter hereof, and may not be modified adversely
to the Optionee’s interest except by means of a writing signed by the Company and Optionee.



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	Optionee

	 	 	 	TTM Technologies, Inc.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Signature

	 	 	 	Signature
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Print Name

	 	 	 	Print Name
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Title
	 
	 	 	 	 
	Residence Address
	 	 	 	 






SIGNATURE PAGE OF STOCK OPTION EXERCISE NOTICE





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