gsit_EX10_2


		
			Exhibit 10.2
		

		
			 
		

		
			GSI TECHNOLOGY, INC.
		

		
			NOTICE OF GRANT OF STOCK OPTION
		

		
			(For U.S. Participants)
		

		
			GSI Technology, Inc. (the “Company”)  has granted to the Participant an option (the “Option”) to purchase certain shares of Stock pursuant to the GSI Technology, Inc. 2016 Equity Incentive Plan (the “Plan”), as follows:
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Participant:

					
					
						 

					
					
						 

					
					
						Employee ID:

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Date of Grant:

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Number of Option Shares:

					
					
						 

					
					
						, subject to adjustment as provided by the Option Agreement.

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Exercise Price:

					
					
						$

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Vesting Start Date:

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Option Expiration Date:

					
					
						The tenth anniversary of the Date of Grant

				
	
					
						 

					
					
						 

				
	
					
						Tax Status of Option:

					
					
						 

					
					
						Stock Option. (Enter “Incentive” or “Nonstatutory.”  If blank,

				
	
					
						 

					
					
						 

					
					
						this Option will be a Nonstatutory Stock Option.)

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Vested Shares:

					
					
						Except as provided in the Option Agreement and provided the Participant’s Service has not terminated prior to the applicable date, the number of Vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying the Number of Option Shares by the “Vested Ratio” determined as of such date, as follows:

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Vested Ratio

				
	
					
						 

					
					
						Prior to first anniversary of Vesting Start Date

					
					
						0

				
	
					
						 

					
					
						On first anniversary of Vesting Start Date (the “Initial Vesting Date”)

					
					
						1/4

				
	
					
						 

					
					
						Plus

					
					
						 

				
	
					
						 

					
					
						On each subsequent anniversary of the Initial Vesting Date until the Vested Ratio equals 1/1, an additional

					
					
						1/4

				
	
					
						Superseding Agreement:

					
					
						None

				



		
			 
		

		
			By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Option is governed by this Grant Notice and by the provisions of the Option Agreement and the Plan, both of which are made a part of this document, and by the Superseding Agreement, if any.  The Participant acknowledges that copies of the Plan, the Option Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice.  The Participant represents that the Participant has read and is familiar with the provisions of the Option Agreement and the Plan, and hereby accepts the Option subject to all of their terms and conditions.
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						GSI TECHNOLOGY, INC.

					
					
						 

					
					
						PARTICIPANT

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						 

					
					
						 

					
					
						 

				
	
					
						[officer name]

					
					
						 

					
					
						Signature

				
	
					
						[officer title]

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Date

				
	
					
						Address:

					
					
						1213 Elko Drive

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Sunnyvale, CA 94089

					
					
						 

					
					
						Address

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			ATTACHMENTS:     2016 Equity Incentive Plan, as amended to the Date of Grant; Stock Option Agreement, Exercise Notice and Plan Prospectus