exv10w71






Exhibit 10.71




PC-TEL, INC.




2001 NONSTATUTORY STOCK OPTION PLAN




(NON-STOCKHOLDER APPROVED)




STOCK OPTION AGREEMENT




     Unless otherwise defined herein, the terms defined in the Plan shall have the same defined
meanings in this Option Agreement.



I. NOTICE OF STOCK OPTION GRANT



Name


Address 1


Address 2




     You have been granted an option to purchase Common Stock of the Company, subject to the terms
and conditions of the Plan and this Option Agreement, as follows:



     Grant Number



     Date of Grant



     Vesting Commencement Date



     Exercise Price per Share



     Total Number of Shares Granted



     Total Exercise Price



     Type of Option:                                     Non-statutory Stock Option



     Term/Expiration Date:



     Vesting Schedule:



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



     25% of the Shares subject to the Option shall vest twelve months after the Vesting
Commencement Date, and 1/48 of the Original Shares subject to the Option shall vest each month
thereafter, subject to the Optionee continuing to be a Service Provider on such dates.



     Termination Period:



     This Option may be exercised for three (3) months after Optionee ceases to be a Service
Provider. Upon the death or Disability of the Optionee, this Option may be exercised for such
longer period as provided in the Plan. In no event shall this Option be exercised later than the
Term/Expiration Date as provided above.



 









 





II. AGREEMENT




     1. Grant of Option. The Plan Administrator of the Company hereby grants to the
Optionee named in the Notice of Grant attached as Part I of this Agreement (the “Optionee”) an
option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the
exercise price per share set forth in the Notice of Grant (the “Exercise 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.



     2. Exercise of Option.



          (a) Right to Exercise. This Option is exercisable during its term in accordance with
the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and
this Option Agreement.




          (b) Method of Exercise. This Option is exercisable by delivery of an exercise notice,
in the form attached as Exhibit A (the “Exercise Notice”), 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. The Exercise Notice shall be completed by the
Optionee and delivered to the Chief Financial Officer of the Company. The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option
shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate Exercise Price.




          No Shares shall be issued pursuant to the exercise of this Option unless such issuance and
exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the
Exercised Shares shall be considered transferred to the Optionee on the date the Option is
exercised with respect to such Exercised Shares.




     3. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:



          (a) cash;




          (b) check;




          (c) consideration received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan; or




          (d) by a net exercise arrangement pursuant to which the Company will reduce the number of
Shares issued upon exercise by the minimum whole number of Shares with a Fair Market Value
sufficient to pay the aggregate Exercise Price of the Exercised Shares and the tax withholding
obligations of the Exercised Shares; provided however, that if the Fair Market Value of the
withheld Shares exceeds the aggregate Exercise Price and tax withholding obligations of the
Exercised Shares, the excess shall be paid to Optionee; provided, further, that Shares will no
longer be outstanding under an Option and will not be exercisable thereafter to the extent that
they are (A) used to pay the exercise price pursuant to the “net exercise,” (B) delivered to
Optionee as a result of such exercise, or (C) withheld to satisfy tax withholding obligations;




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          (e) surrender of other Shares (including as part of a pyramid exercise) which (i) shall be
valued at their Fair Market Value on the date of exercise, and (ii) must be owned free and clear of
any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole
discretion of the Administrator, shall not result in any adverse accounting consequences to the
Company.




     4. 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 the Optionee. The terms of the Plan and this Option Agreement shall
be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.



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



     6. Tax Obligations.



          (a) Tax Withholding. 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. If payment of the Exercise Price is made by a net exercise arrangement, Optionee’s tax
withholding obligations will be satisfied by a reduction of the number of Shares issued upon
exercise by the minimum whole number of Shares with a Fair Market Value sufficient to pay
Optionee’s aggregate tax withholding obligation, as set forth in Section 3(d) of this Option
Agreement.




          (b) Code Section 409A. Under Code Section 409A, an Option that vests after December
31, 2004 (or that vested on or prior to such date but which was materially modified after October
3, 2004) that was granted with a per Share exercise price that is determined by the Internal
Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant
(a “discount option”) may be considered “deferred compensation.” An Option that is a “discount
option” may result in (i) income recognition by Optionee prior to the exercise of the Option, (ii)
an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest
charges. The “discount option” may also result in additional state income, penalty and interest
tax to the Optionee. Optionee acknowledges that the Company cannot and has not guaranteed that the
IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market
Value of a Share on the date of grant in a later examination. Optionee agrees that if the IRS
determines that the Option was granted with a per Share exercise price that was less than the Fair
Market Value of a Share on the date of grant, Optionee shall be solely responsible for Optionee’s
costs related to such a determination.




     7. 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 the Optionee’s interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the internal substantive laws, but not the choice of law
rules, of Delaware.



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     8. 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 SERVICE 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 SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE
COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.



     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 terms and conditions of the Plan and
this Option Agreement. Optionee has reviewed the Plan and this Option Agreement in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and
fully understands all provisions of the Plan and Option Agreement. Optionee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the Administrator upon
any questions relating to the Plan and Option Agreement. Optionee further agrees to notify the
Company upon any change in the residence address indicated below.



	 	 	 	 	 
	OPTIONEE

	 	 	 	PC-TEL, INC.
	 
	 
	 	 	 	 
	 

	 	 	 	 
	Signature

	 	 	 	By
	 
	 
	 	 	 	 
	 

	 	 	 	 
	Print Name

	 	 	 	Title
	 
	 
	 	 	 	 
	 

Residence Address

	 	 	 	 
	 
	 	 	 	 
	 
	 


	 	 	 	 







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