Form of Notice of Grant / Stock Option Agreement



 EXHIBIT 10.65 
  
 PATH 1 NETWORK TECHNOLOGIES, INC. 
 STOCK OPTION GRANT NOTICE 
 (2004
EQUITY INCENTIVE PLAN) 
  
 Path 1
Network Technologies, Inc. (the “Company”), pursuant to its 2004 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below.
This option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. 
  

			
	 Optionholder:
	 	  


	 Date of Grant:
	 	  


	 Vesting Commencement Date:
	 	  


	 Number of Shares Subject to Option:
	 	  


	 Exercise Price (Per Share):
	 	  


	 Total Exercise Price:
	 	  


	 Expiration Date:
	 	  



  
 Type of
Grant:         ̈  Incentive Stock Option1                ̈  Nonstatutory Stock Option 
  
 [DRAFTING NOTE: Options that are exercisable by non-exempt employees (those subject to wage overtime rules) within six months after the date of grant may affect the calculations of overtime wages. Therefore, options granted to non-exempt
employees should not be exercisable for at least six months from the grant date; provided, that the employees may exercise if their employment is terminated due to a change in control, their death or retirement.] 
  

			
	 Exercise Schedule:
	  	 ̈   Same as Vesting
Schedule             ̈  Early Exercise Permitted
		
	 Vesting Schedule:
	  	[1/4th of the shares vest one year after the Vesting
Commencement Date.
	 	  	1/48th of the shares vest monthly thereafter over the next
three years.]
		
	 Payment:
	  	By one or a combination of the following items (described in the Stock Option Agreement):
		
	 	  	 ̈  By cash or check
	 	  	 ̈  Pursuant to a Regulation T Program if the Shares are publicly
traded
	 	  	 ̈  By delivery of already-owned shares if the Shares are publicly
traded

  
 Additional
Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Stock Option Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant,
this Stock Option Grant Notice, the Stock Option Agreement and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on
that subject with the exception of (i) options previously granted and delivered to Optionholder under the Plan, and (ii) the following agreements only: 
  

			
	 Other Agreements:
	  	  


	 	  	


  

 1         If this is an Incentive Stock
Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option.









			
	 PATH 1 NETWORK TECHNOLOGIES, INC.
	  	OPTIONHOLDER:
		
	 By:                                      
                                        
                                  
	  	                                      
                                        
                                        
 
	Signature	  	Signature
		
	 Title:                                     
                                        
                               
	  	Date:
                                        
                                        
                            
		
	 Date:                                     
                                        
                                
	  	 

  

	ATTACHMENTS:  Stock	Option Agreement, 2004 Equity Incentive Plan and Notice of Exercise 








 ATTACHMENT I 
  
 STOCK OPTION AGREEMENT 







 PATH 1 NETWORK TECHNOLOGIES, INC. 
 2004 EQUITY INCENTIVE PLAN 
  
 STOCK OPTION AGREEMENT 
 (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) 
  
 Pursuant to your Stock Option Grant Notice (“Grant Notice”) and
this Stock Option Agreement, Path 1 Network Technologies, Inc. (the “Company”), has granted you an option under its 2004 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock
indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan. 
  
 The details of your option are as follows: 
  
 1.    VESTING.    Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the
termination of your Continuous Service. 
  
 2.    NUMBER OF SHARES AND EXERCISE PRICE.    The number of shares of Common Stock subject to
your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments. 
  
 3.    EXERCISE PRIOR TO VESTING (“EARLY
EXERCISE”).    If permitted in your Grant Notice (i.e., the “Exercise Schedule” indicates that “Early Exercise” of your option is permitted) and subject to the provisions of your
option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the nonvested portion of your option; provided,
however, that: 
  
 (a)    a partial
exercise of your option shall be deemed to cover first vested shares of Common Stock and then the earliest vesting installment of unvested shares of Common Stock; 
  
 (b)    any shares of Common Stock so purchased from installments that have not vested as of the
date of exercise shall be subject to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement; 
  
 (c)    you shall enter into the Company’s form of Early Exercise Stock Purchase Agreement
with a vesting schedule that will result in the same vesting as if no early exercise had occurred; and 
  
 (d)    if your option is an Incentive Stock Option, then, to the extent that the aggregate Fair Market Value (determined at the
time of grant) of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable for the first time by you during any calendar year (under all plans of the Company and its Affiliates)
exceeds one hundred thousand dollars ($100,000), your option(s) or portions thereof 







 that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock
Options. 
  
 4.    METHOD OF PAYMENT.    Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to
make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice, which may include one or more of the following: 
  
 (a)    In the Company’s sole discretion at the time your option is exercised and provided
that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of
Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. 
  
 (b)    Provided that at the time of exercise the
Common Stock is publicly traded and quoted regularly in The Wall Street Journal, by delivery of already-owned shares of Common Stock either that you have held for the period required to avoid a charge to the Company’s reported earnings
(generally six (6) months) or that you did not acquire, directly or indirectly from the Company, that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of
exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved
by the Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the
Company’s stock. 
  
 5.    WHOLE SHARES.    You may exercise your option only for whole shares of Common Stock. 
  
 6.    SECURITIES LAW
COMPLIANCE.    Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities
Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with
other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations. 
  
 7.    TERM.    You may not exercise your option before the commencement or after the expiration of its term. The term of your option commences on the Date of Grant and
expires upon the earliest of the following: 
  
 (a)    three (3) months after the termination of your Continuous Service for any reason other than your Disability or death, provided that if during any part of such three (3) month period your option is not
exercisable solely because of the condition set forth in Section 6, 







 your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an
aggregate period of three (3) months after the termination of your Continuous Service; 
  
 (b)    twelve (12) months after the termination of your Continuous Service due to your Disability; 
  
 (c)    eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after
your Continuous Service terminates; 
  
 (d)    the Expiration Date indicated in your Grant Notice; or 
  
 (e)    the day before the tenth (10th) anniversary of the Date of Grant. 
  
 If your option is an Incentive Stock Option, note that to obtain the federal
income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date of your option’s exercise, you must be an
employee of the Company or an Affiliate, except in the event of your death or your permanent and total disability, as defined in Section 22(e) of the Code. (The definition of disability in Section 22(e) of the Code is different from the definition
of the Disability under the Plan). The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you
continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an
Affiliate terminates. 
  
 8.    EXERCISE. 
  
 (a)    You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during its term by delivering a Notice of Exercise (in a
form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then
require. 
  
 (b)    By exercising your
option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1)
the exercise of your option, (2) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (3) the disposition of shares of Common Stock acquired upon such exercise. 
  
 (c)    If your option is an Incentive Stock
Option, by exercising your option you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two
(2) years after the date of your option grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your option. 







 9.    TRANSFERABILITY.    Your
option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the
Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise your option. 
  
 10.    OPTION NOT A SERVICE
CONTRACT.    Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue
in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers
or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate. 
  
 11.    WITHHOLDING OBLIGATIONS. 
  
 (a)    At the time you exercise your option, in whole or in part, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed
under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which
arise in connection with the exercise of your option. 
  
 (b)    Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of
Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to
be withheld by law (or such lower amount as may be necessary to avoid variable award accounting). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding
pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such
determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully
vested shares of Common Stock determined as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole
responsibility. 
  
 (c)    You may not
exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no
obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein unless such obligations are satisfied. 







 12.    NOTICES.    Any notices
provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage
prepaid, addressed to you at the last address you provided to the Company. 
  
 13.    GOVERNING PLAN DOCUMENT.    Your option is subject to all the provisions of the Plan, the provisions of which
are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions
of your option and those of the Plan, the provisions of the Plan shall control. 







 ATTACHMENT II 
  
 2004 EQUITY INCENTIVE PLAN 
  
 [PREVIOUSLY FILED] 







 ATTACHMENT III 
  
 NOTICE OF EXERCISE 
  
 NOTICE OF EXERCISE 
  
 Path 1 Network Technologies, Inc. 
 6215 Ferris Square 
 Suite 140 
 San Diego, CA 92121 
  
 Date of Exercise:                          
  
 Ladies and Gentlemen: 
  
 This constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below.

  

					
	 Type of option (check one):
	 	    Incentive  ̈	 	Nonstatutory  ̈
			
	 Stock option dated:
	 	                                      
                                        
   	 	 
	 Number of shares as
 to which option is
 exercised:
	 	                                      
                                        
   	 	 
			
	 Certificates to be
 issued in name of:
	 	                                      
                                        
   	 	 
			
	 Total exercise price:
	 	$                                      
                                        
 	 	 
			
	 Cash payment delivered
 herewith:
	 	$                                     
                                        
  	 	 

  
 By this exercise, I
agree (i) to provide such additional documents as you may require pursuant to the terms of the 2004 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any,
relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise
of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option. 
  

	
	 Very truly yours,