EXHIBIT 4.6.2


 





 


Catalyst Semiconductor,
Inc.


 


Stock Option Agreement


 


AMENDED AND RESTATED
STOCK OPTION PLAN


 


1.             NOTICE
OF OPTION TO PURCHASE


 


You have been granted an option to purchase Common Stock of the
company, subject to the terms and conditions of the Plan and this Stock Option
Agreement.  Unless otherwise defined
herein, the terms defined in the amended and restated 2004 Equity Incentive
Plan (the “Plan”) will have the same defined meanings in this Stock Option
Agreement (the “Agreement”).


 


	
  Name of Optionee

  	
   

  	
  Number of Shares

  Granted

  	
   

  	
  Grant Date

  	
   

  	
  Grant Price per Share

  	
   

  	
  Grant Number/Type

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Vesting Schedule:


 


This Option to Purchase may be exercised, in whole or in part, in
accordance with the following schedule:


 


	
  Period

  	
   

  	
  Vesting Date

  	
   

  	
  Option to Purchase

  	
   

  	
  Vesting in period occurs at

  	
   

  	
  Grant Expiration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Termination Period:


 


This Option to
Purchase shall be exercisable for ninety (90) days after the termination of
your Service, unless such termination is due to your death or Disability, in
which case this Option shall be exercisable for one (1) year after the
termination of your Service. 
Notwithstanding the foregoing, in no event may this Option be exercised
after the Grant Expiration Date as provided above and may be subject to earlier
termination as provided in Section 11 of the Plan.


 

















 


See the Terms and Conditions of the agreement
section of this document.


 


By your acceptance of this on-line document,
you and the Company agree that this Option to Purchase is granted under and
governed by the terms and conditions of the Plan and this Option Agreement.
Your acceptance also confirms that you have reviewed and fully understand all
provisions of the Plan and this Option Agreement in their entirety, and
understand that you may choose to obtain the advice of counsel prior to
accepting this Option Agreement. As the Optionee, you hereby agree to accept as
binding, conclusive and final all decisions or interpretations of the Committee
about any questions relating to the Plan and this Option Agreement.


 


Terms
and Conditions


A.            Grant of Option:


 


The Committee hereby grants
to the individual named in the Notice of Option to Purchase (the “Optionee”),
an option (the “Option”) to purchase a number of Shares, as set forth, in the
Notice of Option to Purchase, at the Grant Price Per Share set forth in this
Notice of Option to Purchase (the “Grant Price”), subject to the terms and
conditions of the Plan, which is incorporated herein by reference.  Subject to Section 14(b) of the Plan, in the
event of a conflict between the terms and conditions of the Plan and the terms
and conditions of this Option Agreement, the terms and conditions of the Plan
shall prevail.


 


If designated in the Notice
of Option to Purchase as an Incentive Stock Option, this Option in intended to
qualify as an Incentive Stock Option under Section 422 of the Code.  However, if this Option is intended to be an
Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code
Section 422(d) it will be treated as a Nonstatutory Stock Option (“NSO”).


 


B.            Exercise of Option:


 


1.     Right to Exercise.


 


This
Option is exercisable during its term in accordance with the Vesting Schedule
set out in the Notice of Option to Purchase and the applicable provisions of
the Plan and this Option Agreement.  In
the event of the termination of Optionee’s Service, the exercisability of the
Option is governed by the applicable provisions of the Plan, the Notice of
Option to Purchase and this Option Agreement.


 


2.     Method of Exercise.


 


This
Option is exercisable by delivery of an exercise notice, in the form approved
by the Committee (the “Exercise Notice”), or the completion of such other
process or procedure as the Committee may determine from time to time, which
shall state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the “Exercised Shares”), and
such other representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. 
Optionee shall execute the Exercise Notice and deliver it in person, by
email, on-line or by certified mail to the Company’s Stock Option Plan
Administrator or complete such process or procedure as the Committee determines
in its sole discretion.  The Exercise
Notice shall be accompanied by payment of the aggregate Grant Price as to all
Exercised Shares or notification of sale using the Company’s cashless exercise
program through a broker authorized by the Company for participation in such
program, in either case, together with any applicable tax withholding. This
Option shall be such deemed to be exercised upon receipt by the company of such
fully executed Exercise Notice accompanied by such aggregate Grant Price,
together with any applicable tax withholding.


 

















 


No Shares shall be issued
pursuant to the exercise of this Option unless such issuance and exercise
complies with all relevant provisions of law and the requirements of any stock
exchange or national quotation system upon which the Shares are then listed or
quoted. Assuming such compliance, for income tax purposes the Exercised shares
shall be considered transferred to Optionee on the date the Option is exercised
with respect to such Exercised Shares.


 


C.            Method of Payment:


 


Payment of the aggregate
Grant Price shall be by any of the following, or a combination thereof, at the
election of the Optionee: (1) cash; (2) check, (3) delivery of a properly
executed exercise notice together with such other documentation as the Stock
Option Plan Administrator and the broker participating in the Company’s
cashless exercise program, if applicable, shall require to effect an exercise
of the Option and delivery to the company of the sale proceeds required to pay
the grant price, or (4) surrender of other Shares that (i) in the case of
Shares acquired upon exercise of an option, have been owned by Optionee for
more than six months on the date of surrender, and (ii) have a Fair Market
Value on the date of surrender equal to the aggregate Grant Price of the
Exercised Shares.


 


D.            Non-Transferability of Option:


 


This Option may not be
transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by
Optionee. The terms of the Plan and this Option Agreement shall be binding upon
the executors, administrators, heirs, successors and assigns of Optionee.


 


E.             Term of Option:


 


This Option may be exercised
only within the term set out in the Notice of Option to Purchase, and may be
exercised during such term only in accordance with the Plan and terms of this
Option Agreement.


 


F.             Tax Obligations.


 


1.    Withholding Taxes.


 


Optionee agrees to make
appropriate arrangements with the Company (or the Parent or Subsidiary
employing or retaining Optionee) for the satisfaction of all Federal, state,
and local income and employment tax withholding requirements applicable to the
Option exercise.  Optionee acknowledges
and agrees that the Company may refuse to honor the exercise and refuse to
deliver Shares if such withholding amounts are not delivered at the time of
exercise.


 


2.    Notice of Disqualifying Disposition of ISO
Shares.


 


If
the Option granted to Optionee herein is an Incentive Stock Option, and if
Optionee sells or otherwise disposes of any of the Shares acquired pursuant to
the Incentive Stock Option on or before the later of (1) the date two years
after the Grant Date, or (2) the date one year after the date of exercise,
Optionee will immediately notify the Company in writing of such
disposition.  Optionee agrees that
Optionee may be subject to income tax withholding by the Company on the
compensation income recognized by Optionee.


 

















 


G.            Entire Agreement; Governing Law.


 


The Plan is incorporated
herein by reference.  The Plan and this
Option Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the
subject matter hereof, and may not be modified adversely to Optionee’s interest
except by means of a writing signed by the Company and Optionee.  This Option Agreement is governed by the
internal substantive laws, but not the choice of law rules, of California.


 


H.            NO GUARANTEE OF CONTINUED SERVICE.


 


OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL
OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION
OR PURCHASING SHARES HEREUNDER). 
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN
DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A
SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL
NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE RIGHT COMPANY (OR THE PARENT OR
SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE) TO TERMINATE OPTIONEE’S
RELATIONSHIP A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.