Exhibit 10.15


 


STOCK OPTION GRANT PURSUANT TO
THE AMENDED AND RESTATED

2000 STOCK OPTION AND EQUITY INCENTIVE PLAN


 


                                                ,
(the “Optionee”):


Monolithic System
Technology, Inc., a Delaware corporation (the “Company”), hereby grants to
Optionee, an option (“Option”) to purchase a total of                                     
(              )
shares of Common Stock (“Shares”) of the Company, at the price set forth
herein, and in all respects subject to the terms, definitions and provisions of
the Company’s Amended and Restated 2000 Stock Option and Equity Incentive Plan
(“Plan”).  The terms and provisions of
the Plan are incorporated herein by reference and all capitalized terms used
herein and not otherwise defined shall have the meanings ascribed thereto in
the Plan, and in the event of any conflict between the terms and provisions
herein and those of the Plan, the terms and provisions of the Plan, including,
without limitation, the powers of the Committee thereunder, shall prevail and
be controlling.


 


THE DETAILS OF
YOUR OPTION ARE AS FOLLOWS:


 


1.                                       Nature Of The
Option


 


The Option is
intended to be a [Nonstatutory Stock
Option/Incentive Stock Option].


 


2.                                       Option Price


 


The Option Price
is $                        
for each Share.


 


3.                                       Vesting And
Exercise Of Option


 


a.                                       During the Optionee’s Continuous Service
with the Company, the Option will vest and become exercisable during its term
in accordance with the following schedule:


 


	
  No. of Shares Vesting

  	
   

  	
  Vesting Period

  
	
   

  	
   

  	
   

  



 


[or]


 


[in accordance with the provisions of Section 9(a) of
the Plan];


 


provided
that if the Option is subject to Section 11(b) or 11(d) of the
Plan, it shall vest in accordance with the provisions of such applicable
subsection.


 


b.                                      In the event of the Optionee’s death,
disability or other termination of employment, the Option shall be exercisable [in the manner and to the extent provided in Section 9(d)-(f) of
the Plan] [or] as otherwise specified by resolution of the Board].


 


c.                                       No fraction of a Share shall be purchasable
or deliverable upon exercise, but in the event any adjustment of the number of
Shares covered by the Option shall cause such number to include a fraction of a
Share, such number of Shares shall be adjusted to the nearest smaller whole number
of Shares.


 


d.                                      In order to exercise any portion of this
Option which has vested, the Optionee shall notify the Company in writing of
the election to exercise the Option and the number of Shares in respect of
which the Option is being exercised, by executing and delivering the Notice of
Exercise of Stock Option in the form attached hereto as Appendix I.  The certificate or certificates representing
Shares as to which this Option has been exercised shall be registered in the
name of the Optionee.


 





















 


4.                                       Non-Transferability
Of Option


 


[This
Option, if or to the extent it is an Incentive Stock Option, may be exercised
during the lifetime of the Optionee only by the Optionee.  As approved by the Committee and subject to Section 10
of the Plan, any vested Nonstatutory Stock Option may be transferred by the
Optionee through a gift or domestic relations order in settlement of marital
property rights to the donees or transferees described in Section 10 of
the Plan].  Otherwise,
this Option may only be transferred by will or by the law of descent and
distribution.  The terms of this Option
shall be binding upon the executors, administrators, heirs and successors of
the Optionee.


 


5.                                       Method Of
Payment


 


Payment of the
exercise price shall be by any of the following, or a combination thereof, at
the election of the Optionee:


 


a.                                       cash;


 


b.                                      check, cashier’s check, certified check or
wire transfer;


 


c.                                       in the event there exists a public market
for the Company’s Common Stock on the date of exercise, by delivery of a sell order
to a broker for the shares being purchased and an agreement to pay (or have the
broker remit payment for) the purchase price of the shares being purchased on
or before the settlement date for the sale of such shares to the broker; or


 


d.                                      in the event there exists a public market
for the Company’s Common Stock on the date of exercise, by surrender of shares
of the Company’s Common Stock, provided that if such shares were acquired upon
exercise of an incentive stock option, the Optionee must have first satisfied
the holding period requirements under Section 422(a)(1) of the
Internal Revenue Code of 1986, as amended (the “Code”).  In this case payment shall be made as
follows:


 


i.                                          The Optionee shall deliver to the Secretary
of the Company a written notice which shall set forth the portion of the
purchase price the Optionee wishes to pay with Common Stock, and the number of
shares of such Common Stock the Optionee intends to surrender pursuant to the
exercise of this Option, which shall be determined by dividing the
aforementioned portion of the purchase price by the closing price per share of
the Common Stock of the Company, as reported on the Nasdaq National Market (or
on any other national securities exchange or other established market on which
the Common Stock is then listed), on the last business day immediately
preceding the date of exercise of the Option, as determined by the Committee;


 


ii.                                       Fractional shares shall be disregarded and
the Optionee shall pay in cash an amount equal to such fraction multiplied by
the price determined under subparagraph i above;


 


iii.                                    The written notice shall be accompanied by
a duly endorsed blank stock power with respect to the number of Shares set
forth in the notice, and the certificate(s) representing said Shares shall be
delivered to the Company at its principal offices within three working days
from the date of the notice of exercise;


 


iv.                                   The Optionee hereby authorizes and directs
the Secretary of the Company to transfer so many of the Shares represented by
such certificate(s) as are necessary to pay the purchase price in accordance
with the provisions herein; and


 


v.                                      Notwithstanding any other provision herein,
the Optionee shall only be permitted to pay the purchase price with Shares of
the Company’s Common Stock owned by him as of the exercise date in the manner
and within the time periods allowed under 17 CFR Section 240.16b-3
promulgated under the Securities Exchange Act of 1934, as amended (“Exchange
Act”), as such regulation is presently constituted, as it is amended from time
to time, and as it is interpreted now or hereafter by the Securities and
Exchange Commission.


 


6.                                       Adjustments
Upon Changes In Capitalization


 


The number of
Shares covered by this Option shall be adjusted in accordance with the
provisions of Section 20 of the Plan in the event of changes in the
capitalization or organization of the Company, or if the Company is a party to


 





















 


a merger or other
corporate reorganization.


 


7.                                       Term Of
Option


 


This Option may
not be exercised more than [ten]
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option. [Note: Five years with respect
to an Incentive Stock Option grant to an Optionee that owns 10% or more of the
Common Stock.]


 


8.                                       Not
Employment Contract


 


Nothing in this
Agreement or in the Plan shall confer upon the Optionee any right to continue
in the employ or other service with the Company or any Parent or Subsidiary or
shall interfere with or restrict in any way the rights of the Company (or any
Parent or Subsidiary), which are hereby expressly reserved, to discharge the
Optionee at any time for any reason whatsoever, with or without cause, subject
to the provisions of applicable law. 
This is not an employment contract.


 


9.                                       Income Tax
Withholding


 


a.                                       The Optionee authorizes the Company to
withhold in accordance with applicable law from any compensation payable to him
or her any taxes required to be withheld by Federal, state or local laws as a result
of the exercise of this Option in accordance with Section 12 of the
Plan.  The Optionee agrees to notify the
Company immediately in the event of any disqualifying disposition (within the
meaning of Section 421(b) of the Code) of the shares acquired upon
exercise of an Incentive Stock Option. 
Furthermore, in the event of any determination that the Company has
failed to withhold a sum sufficient to pay all withholding taxes due in
connection with the exercise of this Option, or a disqualifying disposition of
the shares acquired upon exercise of an Incentive Stock Option, the Optionee
agrees to pay the Company the amount of such deficiency in cash within five (5) days
after receiving a written demand from the Company to do so, whether or not
Optionee is an employee of the Company at that time.


 


b.                                      At such time as the Optionee is required to
pay to the Company an amount with respect to tax withholding obligations as set
forth in Section 9(a), the Optionee may elect prior to the date the amount
of such withholding tax is determined to make such payment, or such increased
payment as the Optionee elects to make up to the maximum federal, state and
local marginal tax rates (including any related FICA obligation) applicable to
the Optionee and the particular transaction in accordance with the provisions
of Section 12 of the Plan.


 


c.                                       Any adverse consequences incurred by an
Optionee with respect to the use of shares of Common Stock to pay any part of
the Option Price or of any tax in connection with the exercise of an Option,
including, without limitation, any adverse tax consequences arising as a result
of a disqualifying disposition within the meaning of Section 422 of the
Code, shall be the sole responsibility of the Optionee.


 


10.                                 Conditions Upon Issuance of Shares.


 


Shares shall not
be issued with respect to the Option unless the exercise of the Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act,
the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange or public trading market upon which the
Shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance. As a condition to the
exercise of the Option, the Company may require the Optionee 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 by any of the aforementioned relevant provisions of
law. 


 


11.                                 Notices and Other Communications.


 


Any notice,
demand, request or other communication hereunder to any party shall be deemed
to be sufficient if contained in a written instrument delivered in person or
duly sent by first class registered, certified or overnight mail, postage
prepaid, or telecopied with a confirmation copy by regular, certified or
overnight mail, addressed or telecopied, as the case may be, (i) if to the
Optionee, at his or her residence address last filed with the Company and (ii) if
to the Company, at its principal place of business, addressed to the attention of
its Chief Financial Officer, or to such other address or telecopier number or
electronic mail address, as the case may be, as the addressee may have
designated by notice to the addressor. All such notices, requests, demands and
other communications shall be


 





















 


deemed to have
been received: (i) in the case of personal delivery, on the date of such
delivery; (ii) in the case of mailing, when received by the addressee; (iii) in
the case of facsimile transmission, when confirmed by facsimile machine report;
and (iv) in the case of electronic mail, when directed to an electronic
mail address at which the receiving party has consented to receive notice,
provided, that such consent is deemed revoked if the sender is unable to
deliver by electronic transmission two consecutive notices and such inability
becomes known to the secretary or assistant secretary of the Company or to the
transfer agent, or other person responsible for giving notice.


 


Dated the           
day of                                                 .


 


	
   

  	
  MONOLITHIC SYSTEM TECHNOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
  Duly authorized on behalf of the Board of Directors

  



 


The Optionee
acknowledges receipt of copies 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 of
the Plan and this Stock Option Grant. 
The Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Committee upon any questions arising
under the Plan.


 


	
   

  	
   

  	
   

  
	
   

  	
  Optionee

  



 


Date:                      
    , 20    


 


CONSENT OF
SPOUSE/DOMESTIC PARTNER


 


I,                                                   ,
spouse/domestic partner of the Optionee who executed the foregoing Agreement,
hereby agree that my spouse’s/domestic partner’s interest in the shares of
Common Stock subject to said Agreement shall be irrevocably bound by the
Agreement’s terms.  I further agree that
my community property interest in such shares, if any, shall similarly be bound
by said Agreement and that such consent is binding upon my executors,
administrators, heirs and assigns.  I
agree to execute and deliver such documents as may be necessary to carry out
the intent of said Agreement and this consent.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Spouse/Domestic Partner

  



 





















 


APPENDIX I


 


MONOLITHIC
SYSTEM TECHNOLOGY, INC.


 


NOTICE OF
EXERCISE OF STOCK OPTION


 


I                                                                                 
(print legibly) hereby elect to exercise the following stock options(s) granted
to me by MONOLITHIC SYSTEM TECHNOLOGY, INC. (the “Company”) under its
Amended and Restated 2000 Stock Option and Equity Incentive Plan (the “Plan”).  All shares being purchased are fully vested
and exercisable pursuant to Section 3 of the listed Option Agreement.


 


	
  1.

  	
   

  	
  Shares at $

  	
   

  	
  per share (Grant date):

  	
   

  	
   )

  
	
  2.

  	
   

  	
  Shares at $

  	
   

  	
  per share (Grant date):

  	
   

  	
   )

  
	
  3.

  	
   

  	
  Shares at $

  	
   

  	
  per share (Grant date):

  	
   

  	
   )

  
	
  4.

  	
   

  	
  Shares at $

  	
   

  	
  per share (Grant date):

  	
   

  	
   )

  



 


Cash exercise
in the amount of $                                         


Shares purchased under the Plan should be issued to me as follows:


Name:
                                                                                                


 


If you choose to
include your spouse, you must designate below how you wish your shares to be
registered by checking the appropriate box. 
If we receive no designation, the shares will be designated as Joint
Tenants.


 


	
  o Joint Tenants

  	
  o Community Property

  
	
  o Tenants in Common

  	
  o Tenancy by Entirety

  



 


Verification by                                                                                     Stock
Administration


 


Certificate to be delivered to (complete item 1 or 2 below)


1.               Employee
                                                                                                                                                                                     Home
Address:


 


2.               (Insert
Name of Second Broker)                                                                                                                                                                                     


Acct #:                                                                                             


Contact Name & Number:                                                                                    


 


	
   

  	
  Signature:
  

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
  Social
  Security No.:

  	
   

  	
   

  	
   

  	
   

  
										



 


[For Company Use Only]


 


As of the date set forth above, the above
named person has the vested right to exercise the number of shares set forth
above.


 


	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
  Amount due Company: $

  	
   

  	
   

  	
   

  
						



 


Monolithic System Technology, Inc. Stock
Administration


755 N.
Mathilda Avenue


Sunnyvale, California 94085


(408) 731-1800