exv10w8



 





Exhibit 10.8




Dionex Corporation

2004 Equity Incentive Plan




International Stock Option Agreement

(Nonstatutory Stock Option)




     Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this International Stock
Option Agreement, Dionex Corporation (the “Company”) has granted you an option under its 2004
Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock
indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms
not explicitly defined in this International Stock Option Agreement but defined in the Plan shall
have the same definitions as in the Plan.



     The details of your option are as follows:



     1. Vesting. Subject to the limitations contained herein, your option will vest as
provided in your Grant Notice, provided that vesting will cease upon the termination of your
Continuous Service.



     2. Number of Shares and Exercise Price. The number of shares of Common Stock subject
to your option and your exercise price per share (in United States dollars) referenced in your
Grant Notice may be adjusted from time to time for Capitalization Adjustments.



     3. Method of Payment. Payment of the exercise price is due in full upon exercise of
all or any part of your option. All amounts due are payable in United States dollars based, if
applicable, upon the local currency to United States dollar exchange rate published in the U.S.
West Coast edition of The Wall Street Journal on the date of exercise of your option (or, if the
date of exercise is not a business day in the United States, the next business day in the United
States). You may elect to make payment of the exercise price in cash or by check or in any other
manner permitted by your Grant Notice, which may include one or more of the following:



          (a) Provided that at the time of exercise the Common Stock is publicly traded and quoted
regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as
promulgated by the United States Federal Reserve Board that, prior to the issuance of Common Stock,
results in either the receipt of cash (or check) by the Company or the receipt of irrevocable
instructions to pay the aggregate exercise price to the Company from the sales proceeds.




          (b) Provided that at the time of exercise the Common Stock is publicly traded and quoted
regularly in The Wall Street Journal, by delivery to the Company (either by actual delivery or
attestation) of already-owned shares of Common Stock that are owned free and clear of any liens,
claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of
exercise. Notwithstanding the foregoing, you may not exercise your option by tender to the Company
of Common Stock to the extent such tender would violate the provisions of any law, regulation or
agreement restricting the redemption of the Company’s stock.




     4. Whole Shares. You may exercise your option only for whole shares of Common Stock.



     5. Securities Law Compliance. Notwithstanding anything to the contrary contained
herein, you may not exercise your option unless the shares of Common Stock issuable upon such
exercise are then registered under the Securities Act or, if such shares of Common Stock are not
then so registered, the Company has determined that such exercise and issuance would be exempt from
the registration requirements of the Securities Act. The exercise of your option also must comply
with other applicable laws and regulations governing your option including, without limitation, the
laws and regulations of the United States and your country of residence, and you may not exercise
your option if the Company determines that such exercise would not be in material compliance with
such laws and regulations.



 









 





     6. Term. You may not exercise your option before the commencement or after the
expiration of its term. The term of your option commences on the Date of Grant and expires upon
the earliest of the following:



          (a) ninety (90) days after the termination of your Continuous Service for any reason other
than Disability or death, provided that if during any part of such ninety (90)-day period you may
not exercise your option solely because of the condition set forth in the preceding paragraph
relating to “Securities Law Compliance,” your option shall not expire until the earlier of the
Expiration Date or until it shall have been exercisable for an aggregate period of ninety (90) days
after the termination of your Continuous Service;




          (b) twelve (12) months after the termination of your Continuous Service due to your
Disability;




          (c) eighteen (18) months after your death if you die either during your Continuous Service or
within ninety (90) days after your Continuous Service terminates;




          (d) the Expiration Date indicated in your Grant Notice; or




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




     7. Exercise.



          (a) You may exercise the vested portion of your option (and the unvested portion of your
option if your Grant Notice so permits) during its term by delivering a Notice of Exercise (in a
form designated by the Company) together with the exercise price to the Secretary of the Company,
or to such other person as the Company may designate, during the Company’s regular business hours,
together with such additional documents as the Company may then require.




          (b) By exercising your option you agree that, as a condition to any exercise of your option,
the Company may require you to enter into an arrangement providing for the payment by you to the
Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of
your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common
Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock
acquired upon such exercise.




     8. Transferability. If your option is a Nonstatutory Stock Option, your option is
not transferable, except (i) by will or by the laws of descent and distribution, (ii) with the
prior written approval of the Company, by instrument to an inter vivos or testamentary trust, in a
form accepted by the Company, in which the option is to be passed to beneficiaries upon the death
of the trustor (settlor) and (iii) with the prior written approval of the Company, by gift, in a
form accepted by the Company, to a permitted transferee under a Form S-8 registration statement
promulgated by the Securities and Exchange Commission.



     9. Option Not a Service Contract. Your option is not an employment or service
contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation
on your part to continue in the employ of the Company or an Affiliate, or of the Company or an
Affiliate to continue your employment. In addition, nothing in your option shall obligate the
Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees
to continue any relationship that you might have as a Director or Consultant for the Company or an
Affiliate.



 









 





     10. Withholding Obligations.



          (a) At the time you exercise your option, in whole or in part, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any other amounts
payable to you, and otherwise agree to make adequate provision for (including by means of a
“cashless exercise” pursuant to a program developed under Regulation T as promulgated by the United
States Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy
the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate,
if any, which arise in connection with the exercise of your option.




          (b) Upon your request and subject to approval by the Company, in its sole discretion, and
compliance with any applicable legal conditions or restrictions, the Company may withhold from
fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a
number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of
the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or
such lower amount as may be necessary to avoid classification of your option as a liability for
financial accounting purposes). Any adverse consequences to you arising in connection with such
share withholding procedure shall be your sole responsibility.




          (c) You may not exercise your option unless the tax withholding obligations of the Company
and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when
desired even though your option is vested, and the Company shall have no obligation to issue a
certificate for such shares of Common Stock or release such shares of Common Stock from any escrow
provided for herein unless such obligations are satisfied.




     11. Personal Data. You understand that your employer, if applicable, the Company,
and/or its Affiliates hold certain personal information about you, including but not limited to
your name, home address, telephone number, date of birth, national social insurance number, salary,
nationality, job title, and details of all shares of Common Stock granted, cancelled, vested,
unvested, or outstanding (the “Personal Data”). Certain Personal Data may also constitute
“Sensitive Personal Data” within the meaning of applicable local law. Such data include but are
not limited to Personal Data and any changes thereto, and other appropriate personal and financial
data about you. You hereby provide express consent to the Company or its Affiliates to collect,
hold, and process any such Personal Data and Sensitive Personal Data. You also hereby provide
express consent to the Company and/or its Affiliates to transfer any such Personal Data and
Sensitive Personal Data outside the country in which you are employed or retained, including the
United States. The legal persons for whom such Personal Data are intended are the Company and any
broker company providing services to the Company in connection with the administration of the Plan.
You have been informed of your right to access and correct your Personal Data by applying to the
Company representative identified on the Grant Notice.



     12. Additional Acknowledgements. You hereby consent and acknowledge that:



     (a) Participation in the Plan is voluntary and therefore you must accept the terms and
conditions of the Plan and this option as a condition to participate in the Plan and receive this
option.



     (b) The Plan is discretionary in nature and the Company can amend, cancel, or terminate it at
any time.



     (c) This option and any other options under the Plan are voluntary and occasional and do not
create any contractual or other right to receive future options or other benefits in lieu of future
options, even if similar options have been granted repeatedly in the past.



     (d) All determinations with respect to any such future options, including, but not limited to,
the time or times when such options are made, the number of shares of Common Stock, and performance
and other conditions applied to the options, will be at the sole discretion of the Company.



     (e) The value of the shares of Common Stock and this option is an extraordinary item of
compensation, which is outside the scope of your employment, service contract or consulting
agreement, if any.



     (f) The shares of Common Stock, this option, or any income derived therefrom are a potential
bonus payment not paid in lieu of any cash salary compensation and not part of normal or expected
compensation or salary for any purposes, including, but not limited to, calculating any
termination, severance, resignation, redundancy, end of service payments, bonuses, long-service
awards, life or accident insurance benefits, pension or retirement benefits or similar payments.



 









 





     (g) In the event of the involuntary termination of your Continuous Service, your eligibility
to receive shares of Common Stock or payments under the option or the Plan, if any, will terminate
effective as of the date that you are no longer actively employed or retained regardless of any
reasonable notice period mandated under local law, except as expressly provided in the option.



     (h) The future value of the shares of Common Stock is unknown and cannot be predicted with
certainty.



     (i) You do not have, and will not assert, any claim or entitlement to compensation, indemnity
or damages arising from the termination of this option or diminution in value of the shares of
Common Stock and you irrevocably release the Company, its Affiliates and, if applicable, your
employer, if different from the Company, from any such claim that may arise.



     (j) The Plan and this option set forth the entire understanding between you, the Company and
any Affiliate regarding the acquisition of the shares of Common Stock and supersede all prior oral
and written agreements pertaining to this option.



     13. Notices. Any notices provided for in your option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by
mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid,
addressed to you at the last address you provided to the Company.



     14. Governing Plan Document. Your option is subject to all the provisions of the
Plan, the provisions of which are hereby made a part of your option, and is further subject to all
interpretations, amendments, rules and regulations, which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the provisions of your option
and those of the Plan, the provisions of the Plan shall control.