EX-10.2



 Exhibit 10.2 

VIOLIN MEMORY, INC. 

NOTICE OF STOCK OPTION GRANT 

Violin Memory, Inc. (the “Company”) hereby grants an option (“Option”) to purchase shares (the “Shares”) of its
common stock (the “Stock”) to the optionee named below (“Optionee” or “you”) on the terms and conditions set forth in this Notice of Stock Option Grant. The Option is granted outside of any plan of the Company and is
made as an inducement to the Optionee to accept new employment with the Company in accordance with the terms and conditions of an offer letter dated February 14, 2014, and effective February 18, 2014 (the “Offer Letter”): 

 

			
		
	Name of Optionee:	  	Thomas G. Mitchell
		
	Total Number of Option Shares Granted:	  	1,000,000
		
	Type of Option:	  	Non-Qualified Stock Option
		
	Exercise Price Per Share:	  	$3.87
		
	Grant Date:	  	February 19, 2014
		
	Vesting Commencement Date:	  	February 19, 2014
		
	Vesting Schedule:	  	 250,000 Shares of the Option will vest upon your completion of one year of continuous service to the Company after the date of your fire,
and the balance of 750,000 Shares will vest in equal quarterly installments over the subsequent three years, subject to your continuous service through each vesting date, such that all Shares subject to the Option shall have completely vested on the
four year anniversary of the Vesting Commencement Date.
  
 If the Company is subject to a
Change in Control (as defined in the separate Change of Control and Severance Agreement between you and the Company (the “Change of Control Agreement”)) before your employment with the Company terminates, then subject to your execution and
non-revocation of a release (in accordance with the requirements described in the Change of Control Agreement), the vesting of the Option will immediately accelerate with respect to all of the Shares subject to the Option.

		
	Expiration Date:	  	One day prior to the tenth anniversary of the Grant Date. This Option expires earlier if your Service (as defined in the Stock Option Agreement) terminates earlier, as described in the Stock Option Agreement.

 By your signature and the signature of the Company’s representative below, you and the Company agree
that this Option is granted under and governed by the term and conditions of the Stock Option Agreement (the “Agreement”), attached hereto as Appendix A and made a part of this document. 

By signing this document you further agree that the Company may deliver by e-mail all documents relating to this Award (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 website
maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify you by e-mail. 
  

									
			
	THOMAS G. MITCHELL:	 		 	VIOLIN MEMORY, INC.
				
	 /s/ Thomas G. Mitchell
	 		 	By:	 	/s/ Cory Sindelar
	Signature	 		 		 	
				
	  
	 		 	Title:	 	 Chief Financial Officer

	Thomas G. Mitchell	 		 		 	








 APPENDIX A 

STOCK OPTION AGREEMENT 
  

			
		
	Grant of Option	  	 The Company hereby grants to Optionee an Option to purchase the number of Shares specified in the Notice of
Stock Option Grant, subject
to all of the terms and conditions in this Agreement.
  
 This Option is not intended to
qualify as an incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”), and will be treated as a non-qualified stock option.

		
	Vesting	  	This Option becomes exercisable in installments, as shown in the Notice of Stock Option Grant. This Option will in no event become exercisable for additional Shares after Optionee’s termination of employment with the Company
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 Grant Date, as shown on the Notice of Stock Option Grant. This Option may expire earlier, as
described below.
		
	Termination of Relationship as Service Provider	  	 Notwithstanding any contrary provision of this Agreement, if Optionee ceases to be an employee of the Company for any or no reason, the
then-unvested portion of the Option awarded by this Agreement will terminate and Optionee will have no further rights thereunder. The Optionee will have the period described below to exercise the Option to the extent vested as of the date Optionee
ceases to be an employee of the Company. This Option may be exercised only within the following periods, as applicable (but in no event may the Option be exercised later than the expiration of the term of the Option as set forth in the Notice of
Stock Option Grant) and may be exercised during such periods, as applicable, only in accordance with the terms of this Agreement. To the extent not exercised within such periods, the Option will terminate and Optionee will have no further rights
thereunder.
  
 “Service” means service as an employee, director or consultant
of the Company or its Parent or Subsidiary, as defined for purposes of this Agreement in Sections 424 (e) and (f), respectively, of the Code, whether now or hereafter existing. A termination of Service will not be deemed to occur
upon transfers between the Company, its Parent or any Subsidiary. The Company determines when Service terminates for all purposes under the Agreement and its determinations are conclusive and binding on all persons.

		
	Regular Termination	  	If Service terminates for any reason except death, total and permanent disability as defined in Section 22(e)(3) of the Code (“Disability”), or Involuntary Termination, then this Option will expire at the close of
business at Company headquarters on the date three (3) months after the date Service terminates (or, if earlier, the Expiration Date).
		
	Involuntary Termination	  	If employment terminates because of an Involuntary Termination, then this Option will expire at the close of business at Company headquarters on the date 12 months after the date Service terminates (or, if earlier, the Expiration
Date).
		
	Death	  	If Service terminates because of death, then this Option will expire at the close of business at Company headquarters on the date 12 months after the date Service









			
		
	 	  	terminates (or, if earlier, the Expiration Date). During that period of up to 12 months, the Option may be
exercised by the personal representative of Optionee’s estate or by the person(s) to whom the Option
is
transferred pursuant to Optionee’s will or in accordance with the laws of descent and distribution.
		
	Disability	  	If Service terminates because of Disability, then this Option will expire at the close of business at Company headquarters on the date 12 months after the date Service terminates (or, if earlier, the Expiration Date).
		
	Leaves of Absence	  	 For purposes of the Option, Service does not terminate when upon 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. Service terminates when the approved leave ends, unless Optionee immediately returns to
active work.
  
 The vesting schedule specified in the Notice of Stock Option Grant may be
adjusted during a leave of absence in accordance with the Company’s leave of absence policy or the terms of the leave. If Optionee commences 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 Optionee and the Company pertaining to the part-time schedule.

		
	Restrictions on Exercise	  	If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any applicable law, or the consent or approval of any governmental
regulatory authority, is necessary or desirable as a condition of the purchase of Shares hereunder, this Option may not be exercised, in whole or in part, unless and until such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Company. The Company shall make reasonable efforts to meet the requirements of any applicable law or securities exchange and to obtain any required consent or approval of any
governmental authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained. As a condition to the exercise of the Option, the Company may require the person
exercising the Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the
Company, such a representation is required
		
	Notice of Exercise	  	To exercise this Option, Optionee must provide a notice of exercise form in accordance with such procedures as are established by the Company and communicated to Optionee from time to time. Any notice of exercise must specify how
many Shares Optionee wishes to purchase and how the Shares should be registered. The notice of exercise will be effective when it is received by the Company, accompanied by payment of the aggregate exercise price as to all exercised Shares together
with any applicable withholding taxes. If someone else wants to exercise this Option after Optionee’s death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.









			
		
	Form of Payment	  	When Optionee submits the notice of exercise, the notice must include payment of the Option exercise price for
the Shares to be purchased. Payment may be made in the following form(s):
		
		  	 •    Personal check, a cashier’s check or a money order.

		
		  	 •    Certificates for Shares that Optionee owns, 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, Optionee 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 Shares to be issued upon exercise of the Option. However, Optionee may not surrender or attest to the ownership of Shares in payment of the exercise price if such action
would cause the Company to recognize a compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes.

		
		  	 •    By delivery on a form approved by the Company of an irrevocable direction to a securities broker
approved by the Company to sell all or part of the Shares that are issued upon exercise this Option 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 Optionee. The directions must be given by providing a notice of exercise form approved by the Company.

		
		  	 •    If permitted by the Committee, by a “net exercise” arrangement pursuant to which the number
of Shares issuable upon exercise of the Option shall be reduced by the largest whole number of Shares having an aggregate Fair Market Value (defined below) that does not exceed the aggregate exercise price (plus tax withholdings, if applicable) and
any remaining balance of the aggregate exercise price (and/or applicable tax withholdings) not satisfied by such reduction in the number of whole Shares to be issued shall be paid by Optionee in cash other form of payment permitted under this
Option. The directions must be given by providing a notice of exercise form approved by the Company.

		
		  	 •    Any other form permitted by the Committee in its sole discretion.

		
		  	Notwithstanding the foregoing, payment may not be made in any form that is unlawful, as determined by the Committee in its sole discretion.
		
	Fair Market Value	  	 For purposes of this Agreement,“Fair Market Value” with respect to a Share means the market price of one Share, determined by
the Committee as follows:
  

•    If the Stock was traded over-the-counter on the date in question, then the Fair Market
Value shall be equal to the last transaction price quoted for such date by the OTC Bulletin Board or, if not so quoted, shall be equal to the mean between the last reported representative bid and asked prices quoted for such date by the principal
automated inter-dealer quotation system on which the Stock is quoted or, if the Stock is not quoted on any such system, by the Pink Quote system;
  

•    If the Stock was traded on any established stock exchange (such as the New York Stock
Exchange, The Nasdaq Global Market or The










			
		  	 Nasdaq Global Select Market) or national market system on the date in question, then the Fair Market Value shall be
equal to the closing price reported for such date by the applicable exchange or system; and
  

•    If none of the foregoing provisions is applicable, then the Fair Market Value shall be
determined by the Committee in good faith on such basis as it deems appropriate.
  

•    In all cases, the determination of Fair Market Value by the Committee shall be
conclusive and binding on all persons.

		
	Withholding Taxes and Stock Withholding	  	 Regardless of any action the Company or Optionee’s actual employer (the “Employer”) takes with respect to any or all income
tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by Optionee is and remains the
responsibility of Optionee and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or
exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate
Optionee’s liability for Tax-Related Items.
  
 Prior to exercise of the Option,
Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or
the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer. With the Company’s consent, these arrangements may
also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to Optionee upon exercise of this Option, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory
withholding amount, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee’s behalf pursuant to this authorization), or
(c) any other arrangement approved by the Company. The Fair Market Value of these Shares, determined as of the effective date of the Option exercise, will be applied as a credit against the withholding taxes. Finally, Optionee shall pay to the
Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the grant of the Option or Optionee’s purchase of Shares that cannot be satisfied by the means previously
described. The Company may refuse to honor the exercise and refuse to deliver the Shares if Optionee fails to comply with Optionee’s obligations in connection with the Tax-Related Items as described in this section.

		
	Restrictions on Resale	  	Optionee agrees not to sell any 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 Optionee’s Service
continues and for such period of time after the termination of Optionee’s Service as the Company may specify.









			
		
	Transfer of Option	  	Except to the limited extent permitted in the event of the Optionee’s death, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby,
or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.
		
		  	Notwithstanding the foregoing, the Committee may, in its sole discretion, allow Optionee to transfer this Option as a gift to one or more family members. For purposes of this Agreement, “family member” means a child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), any individual
sharing Optionee’s household (other than a tenant or employee), a trust in which one or more of these individuals have more than 50% of the beneficial interest, a foundation in which Optionee or one or more of these persons control the
management of assets, and any entity in which Optionee or one or more of these persons own more than 50% of the voting interest.
		
		  	In addition, the Committee may, in its sole discretion, allow Optionee to transfer the Option to Optionee’s spouse or former spouse pursuant to a domestic relations order in settlement of marital property rights.
		
		  	The Committee will allow the transfer the Option only if both Optionee and the transferee(s) execute the forms prescribed by the Committee, which include the consent of the transferee(s) to be bound by this Agreement.
		
	Retention Rights	  	Neither the Option nor this Agreement gives Optionee the right to be employed or retained by the Company or any subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to terminate
Optionee’s Service at any time, with or without cause.
		
	Stockholder Rights	  	Neither Optionee nor any person claiming under or through Optionee will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates
representing such Shares have been issued and delivered to the Optionee or registered in book-entry form, and recorded on the records of the Company or its transfer agents or registrars.
		
	Administration	  	The Compensation Committee of the Board of Directors of the Company (the “Committee”) will have the power to interpret this Agreement and to adopt such rules for the administration, interpretation and application of
this Agreement as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not and to what extent the Option has vested). All actions taken and all interpretations and
determinations made by the Committee in good faith will be final and binding upon Optionee, the Company and all other interested persons. No member of the Committee will be personally liable for any action, determination or interpretation made in
good faith with respect to this Agreement.









			
		
	Adjustment of Shares	  	 In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of the outstanding Stock (by reclassification or otherwise) into a lesser number of Shares, a recapitalization, a spin-off or
a similar occurrence, the Committee shall make appropriate and equitable adjustments in the number of Shares covered by this Option and the exercise price per Share.
  

To the extent not previously exercised or settled, the Option shall terminate immediately prior to the dissolution or liquidation of the Company.

 
 In the event that the Company is a party to a merger or other reorganization, the Option
shall be subject to the agreement of merger or reorganization. Subject to compliance with Section 409A of the Code, such agreement shall provide for:
  

(i) The continuation of the outstanding Option by the Company, if the Company is a surviving corporation;

 
 (ii) The assumption of the outstanding Option by the surviving corporation or its parent
or subsidiary;
  
 (iii) The substitution by the surviving corporation or its parent or
subsidiary of its own awards for the outstanding Option;
  
 (iv) Immediate vesting,
exercisability and settlement of the outstanding Option followed by the cancellation of such Option upon or immediately prior to the effectiveness of such transaction; or
  

(v) Settlement of the intrinsic value of the outstanding Option (whether or not then vested or exercisable) in cash or cash equivalents or equity (including
cash or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to the Option or the underlying Shares) followed by the cancellation of the Option (and, for the avoidance of doubt, if as of the date of the
occurrence of the transaction the Committee determines in good faith that no amount would have been attained upon the exercise of the Option, then the Option may be terminated by the Company without payment); in each case without Optionee’s
consent. Any acceleration of payment of an amount that is subject to Section 409A of the Code will be delayed, if necessary, until the earliest time that such payment would be permissible under Section 409A without triggering any additional taxes
applicable under Section 409A.

		
	Successors and Assigns	  	Except as otherwise provided in this Agreement, every term of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors,
transferees and assigns.
		
	Notice	  	Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company, in care of its Stock Plan Administrator at Violin Memory, Inc., 4555 Great America Parkway Santa Clara, CA 95054, or
at such other address as the Company may hereafter designate in writing. Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the
third full day following mailing with postage and fees prepaid.









			
		
	Applicable
Law	  	This Agreement will be interpreted and enforced under the laws of the State of California (without regard to their
choice-of-law provisions).
		
	Miscellaneous	  	This Agreement constitutes the entire understanding between Optionee and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. In the event of a conflict
between one or more provisions of this Agreement and one or more provisions of the Offer Letter, the provisions of this Agreement will govern. In the event that any provision in this Agreement will be held invalid or unenforceable, such provision
will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement. This Agreement may be amended by the Committee without Optionee’s consent; however, if any
such amendment would materially impair Optionee’s rights or obligations under the Agreement, this Agreement may be amended only by another written agreement, signed by Optionee and the Company.
		
	Data Privacy	  	You consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company, your employer and the Company’s other Subsidiaries hold certain
personal information regarding you for the purpose of managing and administering the Option, including (without limitation) your name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any Shares
or directorships held in the Company and details of all options or any other entitlements to Shares awarded, canceled, exercised, vested, unvested or outstanding in the your favor (the “Data”). You further understand and acknowledge that
the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of the Option and that the Company and/or any Subsidiary may each further transfer Data to any
third party assisting the Company in the implementation, administration and management of the Option. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere. You authorize such recipients to
receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your Option, including a transfer to any broker or other third party with whom you elect to deposit Shares acquired under the Option of
such Data as may be required for the administration of the Option and/or the subsequent holding of Shares on your behalf. You may, at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in this
subsection by contacting the Human Resources Department of the Company in writing.

 BY SIGNING THE NOTICE OF STOCK OPTION GRANT TO WHICH THIS AGREEMENT IS AN APPENDIX, YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS DESCRIBED ABOVE. 







 VIOLIN MEMORY, INC. 

NOTICE OF CASH EXERCISE OF STOCK OPTION 

OPTIONEE INFORMATION: 
  

							
	Name:	 	  
	  	Social Security Number:	  	  

				
	Address:	 	  
	  	Employee Number:	  	  

			
	OPTION INFORMATION:	  		  	
			
	Date of Grant:                     , 20        	  	Type of Stock Option:	  	
	Exercise Price per Share: $            	  	    Nonstatutory (NSO)	  	
	 Total number of Shares of VIOLIN MEMORY, INC.

(the “Company”) covered by option:             
	  		  	

 I. Number of Shares of the Company for which option is being exercised
now:         (“Purchased Shares”). 
 Total exercise price for the Purchased
Shares: $             
 Form of payment enclosed:  

Check for $            , payable to “VIOLIN
MEMORY, INC.” 
  

					
	 II. Name(s) in which the Purchased Shares should be registered:
	  	
	  
	  	
			
	III. The certificate for the Purchased Shares should be sent to the following address:	  	IV.	  	  

	  	  

	  	  

	  	  



  

	 	V.	ACKNOWLEDGMENTS: 

  

	1.	I understand that all sales of Purchased Shares are subject to compliance with the Company’s policy on securities trades. 

  

	2.	I hereby acknowledge that I received and read a copy of the prospectus describing the option and the tax consequences of an exercise. 


 

	3.	I understand that I must recognize ordinary income equal to the spread between the fair market value of the Purchased Shares on the date of exercise and the exercise price. I further understand that I am required to pay
withholding taxes at the time of exercising the option. 

 SIGNATURE AND DATE: 

                    
                    
                    , 20