nqsoa.htm


    10Q


    Exhibit
      10.27

                        IOMEGA
      CORPORATION

    


    Nonstatutory
      Stock Option
      Agreement

    Granted
      Under 2007 Stock
      Incentive Plan

    


    


    
      	
              1.

            	
              Grant
                of Option.

            


    

    


    This
      agreement evidences the grant by Iomega Corporation, a Delaware corporation
      (the
      "Company"), on ____________ (the "Grant
      Date"), to_____________, (the "Participant"), of an option
      to purchase, in whole or in part, on the terms provided herein and in the
      Company's 2007 Stock Incentive Plan (the "Plan"), a total of
      __________ shares of common stock, $0.03
      1/3 par value per share (the "Common Stock"), of the
      Company (the "Shares") at $__________ per Share.  Unless earlier
      terminated, this option shall expire on _________ at 4:00 p.m. Eastern Time
      (the
      "Final Exercise Date").

    


    It
      is
      intended that the option evidenced by this agreement shall not be an incentive
      stock option as defined in Section 422 of the Internal Revenue Code of 1986,
      as
      amended, and any regulations promulgated thereunder (the
      "Code").  Except as otherwise indicated by the context, the term
      "Participant", as used in this option, shall be deemed to include any person
      who
      acquires the right to exercise this option validly under its terms.

    


    2.           Vesting
      Schedule.

    


    (a)           Scheduled
      Vesting. This option grant will become exercisable at the rate of
      _________  percent (_____%) per year commencing on the first
      anniversary  of the date of grant and continuing on each subsequent
      anniversary date until fully vested.

    


    This
      option shall expire upon, and will not be exercisable after, the Final Exercise
      Date. The right of exercise shall be cumulative so that to the extent the option
      is not exercised in any period to the maximum extent permissible, it shall
      continue to be exercisable, in whole or in part, with respect to all shares
      for
      which it is vested until the earlier of the Final Exercise Date or the
      termination of this option under Sections 3 or 4 hereof or the
      Plan.

    


    (b)           Automatic
      Acceleration Upon a Change in Control Event.

    


    (i)           In
      the event that the surviving entity resulting from a Change of Control Event
      does not assume this option, the entire option shall become vested immediately
      prior to the occurrence of a Change of Control Event.

    


    (ii)           To
      the extent this option remains outstanding after a Change in Control, then,
      if
      (x) the Participant's service is terminated by the Company or its successor
      without Cause (as defined in Section 4(e) or (y) the Participant resigns from
      service with the Company or its successor for Good Reason (as defined below),
      in
      either case prior to the second anniversary of the date of consummation of
      the
      Change in Control Event, then the vesting schedule of this option shall be
      accelerated so that all options which remain unvested shall automatically become
      vested in full effective immediately prior to the occurrence of such termination
      or resignation.

    


    (ii)           For
      purposes of this Section, "Good Reason" shall mean a significant diminution
      in
      the Participant's status, title, offices, authority, responsibilities, or
      reporting requirements from and after such Change in Control Event, or any
      reduction in the annual cash compensation payable to the Participant and after
      the Change of Control Event, or the relocation to the place of business at
      which
      the Participant is principally located to a location that is greater than 50
      miles from its location immediately prior to such Change in Control Event;
      provided however that in the case of members of the Board of Directors, Good
      Reason will not include any change in Board committee assignments or Board
      committee chairmanships.

    


    
      
        
        

      

      
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    3.           Non-Solicitation;
      Non-Disclosure.

    


    (a)           Non-Solicitation
      of Employees. Participant agrees that during Participant’s service with the
      Company, and for one year following Participant’s termination of such service,
      Participant shall not, directly or indirectly, in any capacity (including but
      not limited to, as an individual, a sole proprietor, partner, stockholder,
      investor, officer or director of a corporation, an employee, agent, associate,
      or consultant of any person, firm or corporation, or other entity) hire any
      person from, attempt to hire any person from, or solicit, induce, persuade,
      or
      otherwise cause any person to terminate his or her service with the Company;
      provided, however, that Participant’s mere association (as a director, officer,
      employee, or otherwise) with an entity that hires or solicits a person employed
      by Company shall not violate this provision if Participant played no part
      in the introduction, hiring, solicitation, or determination of whether to hire
      such candidate.  Any breach of Participant’s obligations under this
      paragraph shall, in addition to all other remedies available to the Company,
      result in the immediate termination of this option.

    


    (b)           Non-Solicitation
      of Customers.  Participant agrees that during Participant’s
      service with the Company and for one year following Participant’s termination of
      such service, Participant shall not, directly or indirectly, in any capacity,
      solicit the business of any customer of the Company except on behalf of the
      Company, or attempt to induce any customer of the Company to cease or reduce
      its
      business with the Company; provided that following the termination of
      Participant’s service with the Company, he or she may solicit a customer of the
      Company to purchase goods or services that do not compete directly or indirectly
      with those then offered by the Company, and provided further that Participant’s
      mere association (as a director, officer, employee, or otherwise) with an entity
      that solicits a customer of Company shall not violate this provision if
      Participant played no part in the introduction, solicitation, or determination
      of whether to solicit such customer. Any breach of Participant’s obligations
      under this paragraph shall, in addition to all other remedies available to
      the
      Company, result in the immediate termination of this option.

    


    (c)           Non-Disclosure.
      Participant agrees that, except in the ordinary and proper course of performing
      his or her duties for the Company, Participant shall not disclose to others
      any
      proprietary, confidential or secret information, including but not limited
      to
      inventions, intellectual property, information relating to the Company’s
      products, research, technology, development, services, clients, customers,
      suppliers, employees, business, operation, activities, procedures, plans, or
      proposals.

    


    (d)           Remedies.
      Participant agrees and acknowledges that if Participant violates the
      non-solicitation or non-disclosure provisions of this Section 3, (i)
      Participant’s right to exercise this option and any other options granted by the
      Company shall terminate immediately,  (ii) the Company may pursue any
      and all remedies available at law or in equity, including but not limited to
      specific performance, injunctive relief and damages, and (iii) in addition
      to
      any remedies described in (ii), the Participant shall pay to the Company an
      amount equal to  Participant’s gain resulting from any exercise
      of  the option computed as the difference between the option price and
      the market price on the date of exercise multiplied by the number of shares
      exercised.

    


    
      
        
        

      

      
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              4.

            	
              Exercise
                of Option.

            


    

    


    (a)           Form
      of Exercise.  Each election to exercise this option shall be by
      written notice of exercise signed by the Participant or by any other form of
      notice authorized by the Company, and received by the Company at its principal
      office, accompanied by payment in full in the manner provided in the
      Plan.  The Participant may purchase less than the number of shares
      covered hereby, provided that no partial exercise of this option may be for
      any
      fractional share or for fewer than ten whole shares.

    


    (b)           Continuous
      Relationship with the Company Required.  Except as otherwise
      provided in this Section 4, this option may not be exercised unless the
      Participant, at the time he or she exercises this option, is, and has been
      at
      all times since the date of grant of this option, an employee, officer or
      director of, or consultant or advisor to, the Company or any parent or
      subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an
      "Eligible Participant").

    


    (c)           Termination
      of Relationship with the Company.  If the Participant ceases to be
      an Eligible Participant for any reason, then, except as provided in Section
      3 or
      in paragraphs (d) and (e) of this Section 4, the right to exercise this
      option shall terminate three months after such cessation
      (but in no event after the Final Exercise Date), providedthat this
      option shall be exercisable only to the extent that the Participant was entitled
      to exercise this option on the date of such cessation.

    


    (d)           Exercise
      Upon Death or Disability. For Participants other than non-employee
      Directors, if  the Participant dies or becomes disabled (within the
      meaning of Section 22 (e)(3) of the Code) prior to the Final Exercise Date
      while
      he or she is an Eligible Participant and the Company has not terminated such
      relationship for “cause” as specified in paragraph (e) below, this option shall
      be exercisable within the period of one year following the date of death or
      disability of the Participant by the Participant (or in the case of death,
      by an
      authorized representative), provided that this option shall be exercisable
      only
      to the extent that this option was exercisable by the Participant on the date
      of
      his or her death or disability plus any Pro Rata Shares (as defined below),
      and
      further provided that this option shall not be exercisable after the Final
      Exercise Date.  “Pro Rata Shares” means the number of shares that
      would have first become exercisable on the next anniversary of the Grant Date
      times a fraction, the numerator of which is the number of days elapsed from
      the
      most recent anniversary of the Grant Date until the date of death or disability
      and the denominator of which is 365. The provisions relating to the exercise
      of
      options on death, disability or retirement of a Director shall be as set forth
      in an exhibit attached to each Director’s Agreement at the time of the option
      grant.

    


     (e)           Discharge
      for Cause.  If the Participant, prior to the Final Exercise Date,
      is discharged by the Company for "cause" (as defined herein), the right to
      exercise this option shall terminate immediately upon the effective date of
      such
      discharge.  “Cause” shall mean any (i) willful failure by the
      Participant, which failure is not cured within 30 days of written notice to
      the
      Participant from the Company, to perform his or her material responsibilities
      to
      the Company or (ii) willful misconduct by the Participant which affects the
      business reputation of the Company.  The Participant shall be
      considered to have been discharged for "Cause" if the Company determines, within
      30 days after the Participant's resignation, that discharge for cause was
      warranted.

    


    
      	
              5.

            	
              Withholding.

            


    

    


    No
      Shares
      will be issued pursuant to the exercise of this option unless and until the
      Participant pays to the Company, or makes provision satisfactory to the Company
      for payment of, any federal, state or local withholding taxes required by law
      to
      be withheld in respect of this option.

    


    
      
        
        

      

      
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    6.           Nontransferability
      of Option.

    


    This
      option may not be sold, assigned, transferred, pledged or otherwise encumbered
      by the Participant, either voluntarily or by operation of law, except by will
      or
      the laws of descent and distribution, and, during the lifetime of the
      Participant, this option shall be exercisable only by the
      Participant.

    


    7.           Provisions
      of the Plan.

    


    This
      option is subject to the provisions of the Plan, a copy of which is furnished
      to
      the Participant with this option.

    


    IN
      WITNESS WHEREOF, the Company has caused this option to be executed by its duly
      authorized officer.  This option shall take effect as a sealed
      instrument.

    


    


    IOMEGA
      CORPORATION

    


    


    


    Dated:                                                                By:                                                                                          
      

     

     

    
      
        
        

      

      
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     Exhibit
      A—

    


    Exercise
      Upon Death, Disability or
      Retirement of Non-Employee Director.  If the Participant is a
      non-employee member of the Board of Directors (“Director”) and ceases to be such
      by reason of (i) death, (ii) disability (within the meaning of Section 22(e)(3)
      of the Code or any successor provision thereto) or (iii) the Director's
      resignation or decision not to stand for re-election at age 55 of older
      following five years of consecutive service as a Director, then the period
      during which then vested, exercisable options may be exercised shall be two
      years rather than three months  (but in no event after the Final
      Exercise Date).  In addition, if a Director's service is terminated by
      reason of death or disability, all unvested options shall automatically vest
      and
      become immediately exercisable for said two year period following such death
      or
      disability (but not after the tenth anniversary of the grant
      date).  In such case, this option may be exercised by the Participant
      or by the person to whom this option is transferred by will, by the laws of
      descent and distribution.  Except as otherwise indicated by the
      context, the term “Participant,” as used in this option, shall be deemed to
      include the estate of the Participant or any person who acquires the right
      to
      exercise this option by bequest or inheritance or otherwise by reason of the
      death of the Participant.

    


    
      
        
        

      

      
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    PARTICIPANT'S
      ACCEPTANCE

    


    The
      undersigned hereby accepts the option granted ____________ and agrees to the
      terms and conditions thereof.  The undersigned hereby acknowledges
      receipt of a copy of the Company's 2007 Stock Incentive Plan and
      Prospectus.

    


    PARTICIPANT:

    


    
                                               
        

    


    Signature                                              
      

    


    Print
      Name:                                                                           


    


    Address:                                                                              
                                                                    

    


    


    


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