EXHIBIT 10.2


 


AMENDED AND
RESTATED


 


NEXSAN
CORPORATION


 


2001 STOCK
PLAN


 


1.             Purposes of the Plan.  The purposes of this Stock Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees, Directors and
Consultants and to promote the success of the Company’s business.  Options granted under the Plan may be
Incentive Stock Options or Nonstatutory Stock Options, as determined by the
Administrator at the time of grant. Stock Purchase Rights and Restricted Stock
Units may also be granted under the Plan. 
This Plan is intended to be a written compensatory plan within the
meaning of Rule 701 promulgated under the Securities Act.


 


2.             Definitions.  As used herein, the following definitions
shall apply:


 


(a)           “Administrator” means the
Board or any of its Committees as shall be administering the Plan in accordance
with Section 4 hereof.


 


(b)           “Applicable Laws” means the
requirements relating to the administration of stock option plans under U.S.
state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or
quoted and the applicable laws of any other country or jurisdiction where
Options or Stock Purchase Rights are granted under the Plan.


 


(c)           “Award” means any award pursuant to
the terms and conditions of this Plan, including any Option, Restricted Stock
Unit, or Restricted Stock Award.


 


(d)           “Award Agreement” means, with
respect to each Award, the signed written agreement between the Company and the
Service Provider setting forth the terms and conditions of the Award as
approved by the Committee.


 


(e)           “Board” means the Board of
Directors of the Company.


 


(f)            “Code” means the Internal
Revenue Code of 1986, as amended.


 


(g)           “Committee” means a committee
of Directors appointed by the Board in accordance with Section 4 hereof.


 


(h)           “Common Stock” means the
common stock, par value $0.001 per share, of the Company.


 


(i)            “Company” means Nexsan
Corporation, a  Delaware
corporation.


 


(j)            “Consultant” means any person
who is engaged by the Company or any Parent or Subsidiary to render consulting
or advisory services to such entity.


 


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(k)           “Director” means a member of
the Board of Directors of the Company.


 


(l)            “Disability” means total and
permanent disability as defined in Section 22(e)(3) of the Code, or
if otherwise defined in any agreement between the Company and the Service
Provider, as so defined.


 


(m)          “Employee” means any person,
including Officers and Directors, employed by the Company or any Parent or
Subsidiary of the Company.  A Service
Provider shall not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary or any
successor.  For purposes of Incentive
Stock Options, no such leave may exceed ninety days, unless re-employment upon
expiration of such leave is guaranteed by statute or contract.  If re-employment upon expiration of a leave
of absence approved by the Company is not so guaranteed, on the 181st day of
such leave any Incentive Stock Option held by the Optionee shall cease to be
treated as an Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option.  Neither
service as a Director nor payment of a director’s fee by the Company shall be
sufficient to constitute “employment” by the Company.


 


(n)           “Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


(o)           “Fair
Market Value” means, as of any date, the value of Common Stock determined
as follows:


 


(i)        If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system for the last market trading day prior to the day of
determination, as reported in The Wall
Street Journal or such other source as the Administrator deems
reliable;


 


(ii)       If the Common Stock is regularly quoted
by a recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high bid and low asked prices for
the Common Stock on the last market trading day prior to the day of
determination; or


 


(iii)      In the absence of an established market
for the Common Stock, the Fair Market Value thereof shall be determined in good
faith by the Administrator.


 


(p)           “Incentive Stock Option” means
an Option intended to qualify as an incentive stock option within the meaning
of Section 422 of the Code.


 


(q)           “Nonstatutory Stock Option”
means an Option not intended to qualify as an Incentive Stock Option.


 


(r)            “Officer” means a person who
is an officer of the Company within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated thereunder.


 


(s)           “Option” means a stock option
granted pursuant to the Plan.


 


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(t)            “Option Agreement” means a
written or electronic agreement between the Company and an Optionee evidencing
the terms and conditions of an individual Option grant.  The Option Agreement is subject to the terms
and conditions of the Plan. The Option Agreement will contain such
representations and agreements regarding Optionee’s investment intent and
access to information and other matters, if any, as may be required or
desirable by the Company to comply with applicable securities laws.


 


(u)           “Option Exchange Program”
means a program whereby outstanding Options are exchanged for Options with a
lower exercise price.


 


(v)           “Optioned Stock” means
the Common Stock subject to an Option or a Stock Purchase Right.


 


(w)          “Optionee” means the holder of
an outstanding Option or Stock Purchase Right granted under the Plan.


 


(x)            “Parent” means a “parent
corporation,” whether now or hereafter existing, as defined in Section 424(e) of
the Code.


 


(y)           “Plan” means this 2001 Stock
Plan.


 


(z)            “Purchase Price” means the price at
which a Participant may purchase Restricted Stock pursuant to this Plan.


 


(aa)         “Restricted Stock” means shares
of Common Stock acquired pursuant to a grant of a Stock Purchase Right under
Section 11 below.


 


(bb)         “Restricted Stock Unit” means an
Award granted pursuant to Section 12 of the Plan.”


 


(cc)         “Securities Act” means the
Securities Act of 1933, as amended.


 


(dd)         “Service Provider” means an
Employee, Director or Consultant.


 


(ee)         “Share” means a share of the
Common Stock, as adjusted in accordance with Section 13 below.


 


(ff)           “Stock Purchase Right” means a
right to purchase Common Stock pursuant to Section 11 below.


 


(gg)         “Subsidiary” means a “subsidiary
corporation,” whether now or hereafter existing, as defined in Section 424(f) of
the Code.


 


3.             Stock Subject to the Plan.  Subject to the provisions of Section 13
of the Plan, the maximum aggregate number of Shares which may be subject to
options and sold under the Plan is 2,494,957 Shares.  The Shares may be authorized but unissued, or
reacquired Common Stock.


 


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If
an Option, Restricted Stock Unit or Stock Purchase Right expires or becomes
unexercisable without having been exercised in full, or is surrendered pursuant
to an Option Exchange Program, the unpurchased Shares which were subject
thereto shall become available for future grant or sale under the Plan (unless
the Plan has terminated).  However,
Shares that have actually been issued under the Plan, upon exercise of either
an Option or Stock Purchase Right or settlement of a Restricted Stock Unit,
shall not be returned to the Plan and shall not become available for future
distribution under the Plan, except that if Shares of Restricted Stock are
repurchased by the Company at their original purchase price, such Shares shall
become available for future grant under the Plan.


 


4.             Administration of the Plan.


 


(a)           Administrator.  The Plan shall be administered by the Board
or a Committee appointed by the Board, which Committee shall be constituted to
comply with Applicable Laws.


 


(b)           Powers of the Administrator.  Subject to the provisions of the Plan and, in
the case of a Committee, the specific duties delegated by the Board to such
Committee, and subject to the approval of any relevant authorities, the
Administrator shall have the authority in its discretion:


 


(i)        to determine the Fair Market Value;


 


(ii)       to select the Service Providers to whom
Awards may from time to time be granted hereunder;


 


(iii)      to determine the number of Shares to be
covered by each such award granted hereunder;


 


(iv)      to approve forms of agreement for use
under the Plan;


 


(v)       to determine the terms and conditions, of
any Award granted hereunder.  Such terms
and conditions include, but are not limited to, the exercise price, the time or
times when Options or Stock Purchase Rights may be exercised (which may be
based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Award
or the Common Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;


 


(vi)      to determine whether and under what
circumstances an Award may be settled in cash under subsection 9(f) below
instead of Common Stock;


 


(vii)     to reduce the exercise price of any Option
to the then current Fair Market Value if the Fair Market Value of the Common
Stock covered by such Option has declined since the date the Option was
granted;


 


(viii)    to initiate an Option Exchange Program;


 


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(ix)       to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating
to sub-plans established for the purpose of qualifying for preferred tax
treatment under foreign tax laws;


 


(x)        to allow Award holders to satisfy
withholding tax obligations by electing to have the Company withhold from the
Shares to be issued upon exercise of an Option or Stock Purchase Right or
settlement of a Restricted Stock Unit that number of Shares having a Fair
Market Value equal to the amount required to be withheld.  The Fair Market Value of the Shares to be
withheld shall be determined on the date that the amount of tax to be withheld
is to be determined.  All elections by
Award holders to have Shares withheld for this purpose shall be made in such
form and under such conditions as the Administrator may deem necessary or
advisable;


 


(xi)       to extend the vesting period beyond the
term set forth in any Option Agreement or Stock Purchase Right agreement.


 


(xii)      to construe and interpret the terms of the
Plan and Awards granted pursuant to the Plan.


 


(c)           Effect of Administrator’s
Decision.  All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Optionees.


 


5.             Eligibility.


 


(a)           Nonstatutory Stock Options,
Restricted Stock Units and Stock Purchase Rights may be granted to Service
Providers.  Incentive Stock Options may
be granted only to Employees.


 


(b)           Each Option shall be designated in
the Option Agreement as either an Incentive Stock Option or a Nonstatutory
Stock Option.  However, notwithstanding
such designation, to the extent that the aggregate Fair Market Value of the
Shares with respect to which Incentive Stock Options are exercisable for the
first time by the Optionee during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be
treated as Nonstatutory Stock Options. 
For purposes of this Section 5(b), Incentive Stock Options
shall be taken into account in the order in which they were granted.  The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.


 


(c)           Neither the Plan nor any Award shall
confer upon any recipient any right with respect to continuing the recipient’s
relationship as a Service Provider with the Company, nor shall it interfere in
any way with his or her right or the Company’s right to terminate such
relationship at any time, with or without cause.


 


6.             Term of Plan.  The Plan shall become effective upon its
adoption by the Board.  It shall continue
in effect for a term of ten (10) years unless sooner terminated under Section 15
of the Plan.


 


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7.             Term of Awards.  The term of each Award shall be stated in the
Award Agreement; provided, however, that the term of an Incentive Stock Option
and a Nonstatutory Stock Option, granted within the United States, shall be no
more than ten (10) years from the date of grant thereof.  The term of a Nonstatutory Stock Option,
granted outside of the United States, shall be no more than twenty (20) years
from the date of grant thereof.  In the
case of an Incentive Stock Option granted to an Optionee who, at the time the
Option is granted, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Option shall be five (5) years from the date
of grant or such shorter term as may be provided in the Option Agreement.


 


8.             Option Exercise Price and
Consideration.


 


(a)           The per share exercise price for the
Shares to be issued upon exercise of an Option shall be such price as is
determined by the Administrator, but shall be subject to the following:


 


(i)        In the case of an Incentive Stock Option


 


(A)          granted to an Employee who, at the
time of grant of such Option, owns stock representing more than ten (10%)
percent of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be no less than 110%
of the Fair Market Value per Share on the date of grant; and


 


(B)           granted to any other Employee, the
per Share exercise price shall be no less than 100% of the Fair Market Value
per Share on the date of grant.


 


(ii)       Notwithstanding the foregoing, Options
may be granted with a per Share exercise price other than as required above
pursuant to a merger or other corporate transaction.


 


(b)           The consideration to be paid for the
Shares to be issued upon exercise or settlement of an Award, including the
method of payment, shall be determined by the Administrator (and, in the case
of an Incentive Stock Option, shall be determined at the time of grant).  Such consideration  may be paid:


 


(i)            in cash; or by check; or by a
promissory note;


 


(ii)           by cancellation of indebtedness of
the Company owed to the Award holder;


 


(iii)          by surrender of shares that:(1) either
(x) have been owned by Optionee for more than six (6) months and have
been paid for within the meaning of Exchange Act Rule 144 (and if such
shares were purchased from the Company by use of a promissory note, such note
has been fully paid with respect to such shares), or (y) were obtained by
Optionee in the public market and (2) are clear of all liens, claims,
encumbrances or security interests;


 


(iv)          by tender of a promissory note having
such terms as may be approved by the Administrator and bearing interest at a
rate sufficient to avoid imputation of 


 


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income
under Sections 483 and 1274 of the Code; provided, however, that Optionees who
are not employees or directors of the Company will not be entitled to purchase
Shares with a promissory note unless the note is adequately secured by
collateral other than the Shares; provided, further, that the portion of the
exercise price or the purchase price, as the case may be, equal to the par
value of the Shares must be paid in cash or other legal consideration permitted
by the Delaware General Corporation Law;


 


(v)           by waiver of compensation due or
accrued to the Award holder from the Company for services rendered;


 


(vi)          with respect only to purchases upon
exercise of an Option and provided that a public market for the Shares exists: (1) through
a ‘same day sale’ commitment from the Optionee and a broker-dealer that is a
member of the National Association of Securities Dealers (an “NASD Dealer”)
whereby the Optionee irrevocably elects to exercise the Option and to sell a
portion of the Shares so purchased sufficient to pay the total exercise price,
and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the total exercise price directly to the Company; or (2) through ‘margin’
commitment from the Optionee and a NASD Dealer whereby the Optionee irrevocably
elects to exercise the option in the amount of the total exercise price, and
whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the total exercise price directly to the Company; or


 


(vii)         any combination of the foregoing
methods of payment.


 


In
making its determination as to the type of consideration to accept, the
Administrator shall consider if acceptance of such consideration may be
reasonably expected to benefit the Company.


 


9.             Exercise of Option.


 


(a)           Procedure for Exercise;
Rights as a Stockholder.  Any Option
granted hereunder shall be exercisable according to the terms hereof at such
times and under such conditions as determined by the Administrator and set
forth in the Option Agreement.  Unless
the Administrator provides otherwise, vesting of Options granted hereunder to
Officers and Directors shall be tolled during any unpaid leave of absence.  An Option may not be exercised for a fraction
of a Share.


 


An
Option shall be deemed exercised when the Company receives: (i) written or
electronic notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option; such notice shall include (x) the
number of Shares being purchased, (y) the restriction imposed on the
Shares under the Option Agreement, if any, and (z) such representations
and agreements regarding Optionee’s investment intent and access to information
and other matters, if any, as may be required or desirable by Company to comply
with applicable securities laws; and  (ii) full
payment for the Shares with respect to which the Option is exercised.  Full payment may consist of any consideration
and method of payment authorized by the Administrator and permitted by the
Option Agreement and the Plan.  Shares
issued upon exercise of an Option shall be issued in the name of the Optionee
or, if requested by the Optionee, in the name of the Optionee and his or her spouse.  Until the Shares are issued (as 


 


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evidenced
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any other
rights as a stockholder shall exist with respect to the Shares, notwithstanding
the exercise of the Option.  The Company
shall issue (or cause to be issued) such Shares promptly after the Option is
exercised.  No adjustment will be made
for a dividend or other right for which the record date is prior to the date
the Shares are issued, except as provided in Section 13 of the Plan.


 


Exercise
of an Option in any manner shall result in a decrease in the number of Shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.


 


(b)           Termination of Relationship
as a Service Provider.  If an
Optionee ceases to be a Service Provider, such Optionee may exercise his or her
Option within such period of time as is specified in the Option Agreement
(which shall be at least thirty (30) days) to the extent that the Option is
vested on the date of termination (but in no event later than the expiration of
the term of the Option as set forth in the Option Agreement).  In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for three (3) months
following the Optionee’s termination. 
If, on the date of termination, the Optionee is not vested as to his or
her entire Option, the Shares covered by the unvested portion of the Option
shall revert to the Plan.  If, after
termination, the Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.  If the
holder of a Restricted Stock Unit ceases to be a Service Provider, the unvested
Restricted Stock Unit shall immediately be cancelled.


 


(c)           Disability of Award holder.  If an Award holder ceases to be a Service
Provider as a result of the Award holder’s Disability, the Award holder may
exercise his or her Option within such period of time as is specified in the
Option Agreement (which shall be at least six (6) months) to the extent
the Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option
Agreement).  In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for
twelve (12) months following the Award holder’s termination.  If, on the date of termination, the Optionee
is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan.  If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.


 


(d)           Termination for Cause.  Notwithstanding any other provision of the
Plan, if an Award holder is terminated for Cause, then Award holder’s Options,
Restricted Stock Units or Stock Purchase Right shall expire on such termination
date, or on such conditions as are determined by the Administrator. “Cause” has
the meaning set forth in any agreement between the Company and the Award
holder, or absent such agreement, means termination of a Service Provider’s
term with the Company because of (i) any willful, material violation by
the Award holder of any law or regulation applicable to the business of the
Company or a Parent or a Subsidiary of the Company, the Award holder’s
conviction for, or guilty plea - or nolo contendere - to, a felony or a crime
involving moral turpitude, (ii) the Award holder’s commission of an act of
personal dishonesty which involves personal profit in connection with the
Company or any other entity having a business relationship with the Company, (iii) any



 


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material
breach by the Award holder of any provision of any agreement or understanding
between the Company or any Parent or Subsidiary of the Company and the Award
holder regarding the terms of the Award holder’s service as a Service Provider,
including any contract of employment, (iv) the Award holder’s violation of
any of the policies of the Company or any Parent or Subsidiary of the Company
so as to cause loss, damage or injury to the property, reputation or employees
of the Company or any Parent or Subsidiary of the Company, or (v) any
other misconduct by the Award holder which is materially injurious to the
financial condition or business reputation of, or is otherwise injurious to,
the Company or a Parent or a Subsidiary of the Company.


 


(e)           Death of Award Holder.  If an Award holder dies while a Service
Provider, the Option may be exercised within such period of time as is
specified in the Option Agreement (which shall be at least six (6) months)
to the extent that the Option is vested on the date of death (but in no event
later than the expiration of the term of such Option as set forth in the Option
Agreement) by the Award holder’s estate or by a person who acquires the right
to exercise the Option by bequest or inheritance.  In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for twelve (12) months
following the Award holder’s termination. 
If, at the time of death, the Award holder is not vested as to the
entire Option, the Shares covered by the unvested portion of the Option shall
immediately revert to the Plan.  If the
Option is not so exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.


 


(f)            Buyout Provisions.  The Administrator may at any time offer to
buy out for a payment in cash or Shares, an Award previously granted, based on
such terms and conditions as the Administrator shall establish and communicate
to the Award holder at the time that such offer is made.


 


(g)           Right of First Refusal. At the
discretion of the Administrator, the Company may reserve to itself the right of
first refusal, in any of the Award Agreements, to purchase all Shares that an
Award holder may propose to transfer to a third party, provided that the right
of first refusal terminates upon the Company’s initial public offering of
Common Stock pursuant to an effective registration statement filed under the
Securities Act.


 


10.           Non-Transferability of Awards.  Except as otherwise provided in the
applicable Award Agreement, the Awards may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or
by the laws of descent or distribution and Options may be exercised, during the
lifetime of the Optionee, only by the Optionee.


 


11.           Stock Purchase Rights.


 


(a)           Right of First Refusal. At the
discretion of the Administrator, the Company may reserve to itself the right of
first refusal, in any of the Restricted Stock purchase agreements, to purchase
all Shares that a Service Provider may propose to transfer to a third party,
provided that the right of first refusal terminates upon the Company’s initial
public offering of Common Stock pursuant to an effective registration statement
filed under the Securities Act.


 


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(b)           Rights to Purchase.  Stock Purchase Rights may be issued either
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. 
After the Administrator determines that it will offer Stock Purchase
Rights under the Plan, it shall advise the offeree in writing or electronically
of the terms, conditions and restrictions related to the offer, including the
number of Shares that such person shall be entitled to purchase, the price to
be paid, and the time within which such person must accept such offer.  The offer shall be accepted by execution of a
Restricted Stock purchase agreement in the form determined by the
Administrator.


 


(c)           Repurchase Option.  Unless the Administrator determines
otherwise, the Restricted Stock purchase agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary termination of
the purchaser’s service with the Company for any reason (including death or
Disability).  The purchase price for
Shares repurchased pursuant to the Restricted Stock purchase agreement shall be
the original price paid by the purchaser and may be paid by cancellation of any
indebtedness of the purchaser to the Company. 
The repurchase option shall lapse at such rate as the Administrator may
determine.


 


(d)           Other Provisions.  The Restricted Stock purchase agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion.


 


(e)           Rights as a Stockholder.  Once the Stock Purchase Right is exercised,
the purchaser shall have rights equivalent to those of a stockholder and shall
be a stockholder when his or her purchase is entered upon the records of the
duly authorized transfer agent of the Company. 
No adjustment shall be made for a dividend or other right for which the
record date is prior to the date the Stock Purchase Right is exercised, except
as provided in Section 13 of the Plan.


 


12.           Restricted Stock Units.


 


(a)           Awards
of Restricted Stock Units.  A
Restricted Stock Unit (“RSU”) is an
Award covering a number of Shares that may be settled in cash, or by issuance
of those Shares at a date in the future. 
No Purchase Price shall apply to an RSU settled in Shares other than the
payment of the aggregate par value of all Shares issuable upon such settlement.
All grants of Restricted Stock Units will be evidenced by an Award Agreement
that will be in such form (which need not be the same for each Service
Provider) as the Committee will from time to time approve, and will comply with
and be subject to the terms and conditions of this Plan.


 


(b)           Form and
Timing of Settlement.  To the extent
permissible under applicable law, the Committee may permit a Service Provider
to defer payment under a RSU to a date or dates after the RSU is earned, provided that the terms of the RSU
and any deferral satisfy the requirements of Section 409A of the Code (or
any successor) and any regulations or rulings promulgated thereunder.  Payment may be made in the form of cash or
whole Shares or a combination thereof, all as the Committee determines.


 


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13.           Adjustments Upon Changes in Capitalization,
Merger or Asset Sale.


 


(a)           Changes in Capitalization.  Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, Restricted Stock Unit or Stock Purchase Right, and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but as to which no Options, Restricted Stock Unit or Stock Purchase
Rights have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, Restricted Stock Unit or Stock
Purchase Right, as well as the price per share of Common Stock covered by each
such outstanding Option, Restricted Stock Unit or Stock Purchase Right, shall
be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock, or
any other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company.  The conversion of any convertible securities
of the Company shall not be deemed to have been “effected without receipt of
consideration.”  Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding
and conclusive.  Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option, Restricted Stock Unit or Stock
Purchase Right.


 


(b)           Dissolution or Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Award holder as
soon as practicable prior to the effective date of such proposed
transaction.  The Administrator in its
discretion may provide for an Optionee to have the right to exercise his or her
Option or Stock Purchase Right until fifteen (15) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares
as to which the Option or Stock Purchase Right would not otherwise be
exercisable.  In addition, the
Administrator may provide that any Company repurchase option applicable to any
Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse
as to all such Shares, provided the proposed dissolution or liquidation takes
place at the time and in the manner contemplated.  To the extent it has not been previously exercised,
an Option, Restricted Stock Unit or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.


 


(c)           Merger or Asset Sale.  In the event of a merger of the Company with
or into another corporation, or the sale of substantially all of the assets of
the Company, each outstanding Award shall be assumed or an equivalent option or
right substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation.  In the event that
the successor corporation refuses to assume or substitute for the Award, the
Award holder shall fully vest in and have the right to exercise the Award as to
all of the Optioned Stock or underlying shares, including Shares as to which it
would not otherwise be vested or exercisable. 
If an Award becomes fully vested and exercisable in lieu of assumption
or substitution in the event of a merger or sale of assets, the Administrator
shall notify the Optionee in writing or electronically that the Option or Stock
Purchase Right shall be fully exercisable for a period of fifteen (15) days
from the date of such notice, and the Option or Stock Purchase Right shall
terminate upon the expiration of such period. 
For the purposes of this paragraph, the Option, Restricted Stock Unit or
Stock Purchase Right shall be considered assumed if, following the merger or
sale of assets, the option or right confers the right to purchase or receive,
for each Share of Optioned Stock subject to the Option or Stock Purchase Right
or deliverable upon settlement of a 


 


11

















 


Restricted
Stock Unit immediately prior to the merger or sale of assets, the consideration
(whether stock, cash, or other securities or property) received in the merger
or sale of assets by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets is not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option or Stock Purchase Right or settlement of a Restricted
Stock Unit, for each Share of Optioned Stock subject to the Option or Stock
Purchase Right or deliverable upon settlement of a Restricted Stock Unit, to be
solely common stock of the successor corporation or its Parent equal in fair
market value to the per share consideration received by holders of Common Stock
in the merger or sale of assets.


 


14.           Time of Granting Awards.  The date of grant of an Award shall, for all
purposes, be the date on which the Administrator makes the determination
granting such Award, or such other date as is determined by the
Administrator.  Notice of the
determination shall be given to each Service Provider to whom an Award is so
granted within a reasonable time after the date of such grant.


 


15.           Amendment and Termination of the Plan.


 


(a)           Amendment and Termination.  The Board may at any time amend, alter,
suspend or terminate the Plan.


 


(b)           Stockholder Approval.  The Board shall obtain stockholder approval
of any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.


 


(c)           Effect of Amendment or Termination.  No amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Award holder, unless
mutually agreed otherwise between the Award holder and the Administrator, which
agreement must be in writing and signed by the Optionee and the Company.  Termination of the Plan shall not affect the
Administrator’s ability to exercise the powers granted to it hereunder with
respect to Options, Restricted Stock Units or Stock Purchase Rights granted
under the Plan prior to the date of such termination.


 


16.           Conditions Upon Issuance of Shares.


 


(a)           Legal Compliance.  Shares shall not be issued pursuant to the
exercise of an Option or settlement of a Restricted Stock Unit unless the
exercise of such Option and the issuance and delivery of such Shares shall
comply with Applicable Laws and shall be further subject to the approval of
counsel for the Company with respect to such compliance.


 


(b)           Investment Representations.  As a condition to the exercise of an Option
or settlement of a Restricted Stock Unit, the Administrator may require the
person exercising such Option to represent and warrant in the Option Agreement
and/or 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 or recommended.


 


12

















 


17.           Inability to Obtain 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, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.


 


18.           Reservation of Shares.  The Company, during the term of this Plan,
shall at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.


 


19.           Stockholder Approval.  The Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan
is adopted.  Such stockholder approval
shall be obtained in the degree and manner required under Applicable Laws.


 


13














 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.


 


	
  Option
  Certificate No. «no»

  	
   

  	
  Option
  to Purchase «shares» Shares of Common Stock

  
	
   

  	
   

  	
  (Subject
  to Adjustment)

  
	
   

  	
   

  	
   

  
	
  Original
  Issue Date: «issuedate»

  
	
   

  	
   

  	
   

  
	
  Original
  Exercise Price: «price» per share

  
					



 


 


OPTION
TO PURCHASE COMMON STOCK


 


OF


 


NEXSAN
CORPORATION


 


This certifies that «name» or
permitted assigns (the
“Option Holder”), is entitled, subject
to the terms and conditions set forth herein, at any time and from time to
time, on and after the Original Issue Date set forth above until 5:00 P.M.,
New York, New York time, on the fifth anniversary of the Original Issue Date
(the “Expiration Date”), to purchase from NEXSAN CORPORATION, a corporation organized and existing under the laws of the
State of Delaware (hereinafter called the “Company”), up to
«shares» fully paid and non-assessable shares of Common Stock, $.001 par value
per share, of the Company upon surrender of this Option Certificate, at the
principal office of the Company, with the subscription form annexed hereto duly executed by the Option Holder, and
simultaneous payment therefor in lawful money of the  United States of the exercise price per share set
forth above (or in the manner set forth in Section 2.2 hereof)
subject to adjustment as provided below (such amount being herein called the “Exercise
Price”).  The number and character of
such shares of Common Stock issuable upon exercise
of this Option are subject to adjustment as provided below.  The Options granted under this Option
Certificate are granted under the Company’s 2001 Stock Plan, a copy of which
has been delivered to the Option Holder, and pursuant to the Series A
Stock Purchase Agreement, dated October 27, 2003, among the Corporation
and the parties identified therein, as the same may be amended from time to
time.


 


1.             The Options.  The term “Option(s)”
as used herein means the Option represented by this Certificate and any Options
delivered in substitution or exchange therefor as provided herein.  The term “Option Shares” as used
herein means as of any date all shares of Common Stock of the Company or other securities, properties or rights
theretofore issued or at the 


 


 


1

















 


time  issuable upon
exercise of the Options.  The term
“Common Stock” as used herein means (i) the
class of stock currently designated as Common Stock in the Amended and Restated
Certificate of Incorporation of the Company, as the same may be further amended
from time to time (the “Restated Charter”) or (ii) any other class
of stock resulting from successive changes or reclassifications of such Common
Stock.


 


2.             Exercise.


 


2.1           This Option may be exercised at any
time and from time to time on and after the Original Issue Date until 5:00 P.M.,
New York, New York time on the Expiration Date, for up to the full number of
shares of Common Stock called for hereby (after giving effect to any required
adjustment), by surrendering this Certificate at the then principal office of
the Company (currently located at 21700 Oxnard Street, Woodland Hills,
California 91367) with the subscription form duly executed by the Option Holder
indicating the number of shares as to which the Option is then being exercised
together with payment by certified or official bank check or in immediately
available funds of the sum obtained by multiplying (i) the number of
shares of Common Stock as to which this Option is being exercised (after giving
effect to any adjustment therein as provided below) by (ii) the Exercise
Price.


 


2.2           In addition to the method of payment
set forth in Section 2.1 and in lieu of any cash payment required
thereunder, this Option may be exercised at any time and from time to time in
full or in part by surrendering the Option Certificate in the manner specified in
Section 2.1 in exchange for the number of shares of Common Stock equal to
the product of (x) the number of shares as to which this Option is being
exercised multiplied by (y) a fraction, the numerator of which is the
Market Price (as defined herein) of the Common Stock for the trading day
immediately preceding the date on which the form of subscription attached
hereto is deemed to have been given to the Company pursuant to Section 11
hereof less the Exercise Price, and the denominator of which is such Market
Price.  As used in this Option
Certificate, the term “Market Price” at any date shall be deemed to be
the last reported sales price of Common Stock on such date, as officially
reported by the principal securities exchange on which the Common Stock is listed
or admitted to trading, or, if the Common Stock is not listed or admitted to
trading on any national securities exchange, on NASDAQ or on the OTCBB, as the
case may be (and if no sales were made on any such date, the average of the
closing bid and asked prices on such date as furnished by NASDAQ or the OTCBB,
as the case may be, or similar organization if NASDAQ or the OTCBB is no longer reporting such information), or if the Common
Stock is not quoted on NASDAQ or the OTCBB, as determined in good faith
by resolution of the Board of Directors of the Company based on the best
information available to it.


 


2.3           This Option may be exercised for less
than the full number of shares of Common Stock called for hereby (but not as to
fractional shares of Common Stock) in the manner set forth in Sections 2.1 and
2.2.  Upon any partial exercise, the
number of shares of Common Stock issuable upon the exercise of this Option as a
whole, and the sum (if any) payable upon the exercise of this Option as a
whole, shall be proportionately reduced. 
Upon such partial exercise, this Option Certificate shall be
surrendered, and (unless it is after 5:00 P.M., New York, New York time on
the Expiration Date) a new Option Certificate of the same tenor, with the same
Expiration Date and for the purchase of the number of such shares of Common
Stock not purchased upon such exercise or any prior exercise shall be issued by
the Company to the Option Holder.


 


2

















 


2.4           Upon its exercise, this Option shall
be deemed to have been exercised immediately prior to the close of business on
the date of surrender for exercise of this Certificate (or, in the event this
Certificate is not available, on the date of surrender of the documents
described in Section 9 hereof, together with a letter containing
substantially the information included on the subscription form attached
hereto) as provided above, and the person entitled to receive the shares of
Common Stock or other securities, properties or rights issuable upon such
exercise shall be treated for all purposes as the holder of such shares,
securities, properties or rights of record as of the close of business on such
date.  No later than the first business
day following such date, the Company shall issue and deliver to the person or
persons entitled to receive the same a stock certificate or certificates for
the number of full shares of Common Stock, properties or rights issuable upon
such exercise, together with cash, in lieu of any fraction of a share of Common
Stock, equal to such fraction of the then current market value of one full
share of Common Stock.


 


2.5           Unless the Option Shares are
registered under the Securities Act of 1933, as amended (the “Act”), the certificate or certificates representing
the Option Shares shall bear a legend in substantially the following
form:


 


“The securities represented by this certificate
have not been registered with the Securities and Exchange Commission or the
securities commission of any state in reliance upon an exemption from
registration under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly, may not be offered or sold except pursuant to an
effective registration statement under the Securities Act or pursuant to an
available exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with applicable state
securities laws.”


 


3.             Payment of Taxes. 
All shares of Common Stock or other securities issued upon the exercise
of this Option pursuant to the terms of this Option Certificate shall be
validly issued, fully paid and non-assessable, and the Company shall pay all
issuance taxes and other similar governmental charges that may be imposed in
respect of the issue or delivery thereof, but in no event shall the Company pay
a tax on or measured by the net income or gain attributed to such exercise;
neither shall the Company be required to pay any tax or other charge imposed in
connection with any transfer of this Option or any transfer involved in the
issuance of any certificate for shares of Common Stock or other securities in
any name other than that of the Option Holder.


 


4.             Transfer and Exchange.


 


4.1           This Option is issued upon the
following terms, to all of which each holder or owner hereof by the taking
hereof consents and agrees:


 


 


3

















 


(a)           title to this Option may be
transferred by endorsement (by the registered holder hereof executing the form
of assignment at the end hereof) and delivery in the same manner as in the case
of a negotiable instrument transferable by endorsement and delivery;


 


(b)           any person in possession of this
Option properly endorsed is authorized to represent himself as absolute owner
hereof and is empowered to transfer absolute title hereto by endorsement and
delivery hereof to a bona fide purchaser hereof for value;


 


(c)           this Option and all Option Shares may
be disposed of only in accordance with the Act and the rules and
regulations promulgated thereunder by the Securities and Exchange
Commission.  In connection with any such
proposed disposition, the Company may require such holder to furnish an opinion
of counsel, reasonably satisfactory to the Company, that the proposed
disposition, if effected, will not violate the registration requirements of the
Act.


 


4.2           The Company agrees that, promptly
following any request to do so pursuant to the terms hereof, it will effect any
and all transfers of this Option (or any portion thereof) on the books of the
Company established for such purpose; provided, however, until any such
transfer is effected on the books of the Company, the Company may treat the
prior holder hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.


 


5.             Certain Adjustments of Exercise Price and Number of
Shares.


 


5.1           Adjustment for Stock Splits,
Reverse Splits, Stock Dividends, Reclassification, Recapitalizations, etc.  If at any time or from time to time after the
Original Issue Date, the Company shall increase or decrease the number of
outstanding shares of Common Stock by means of any stock dividend, stock split,
reverse split, subdivision, combination or reclassification of shares,
recapitalization or other similar event, then, in each such event, the Exercise
Price shall, simultaneously with the happening of such event, be adjusted by
multiplying the then current Exercise Price by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding immediately
prior to such event and the denominator of which shall be the number of shares
of Common Stock outstanding immediately after such event, and the product so
obtained shall thereafter be the Exercise Price as then in effect.  The Exercise Price, as so adjusted, shall be
readjusted in the same manner upon the happening of any successive event or
events described herein in this Section 5.1.  The holder of this Option shall thereafter,
on the exercise hereof, be entitled to receive that number of shares of Common
Stock determined by multiplying the number of shares of Common Stock which
would otherwise (but for the provisions of this Section 5.1) be issuable
on such exercise by a fraction of which (i) the numerator is the Exercise
Price which would otherwise (but for the provisions of this Section 5.1)
be in effect, and (ii) the denominator is the Exercise Price in effect on
the date of such exercise.


 


5.2           Adjustment for Reorganization, Merger, Consolidation
or Disposition of Assets.  If at any time or from time to
time after the Original Issue Date, the Company shall reorganize its capital
(other than in a recapitalization as to which an adjustment is made pursuant to
Section 5.1 above), consolidate, amalgamate or merge with or into another
corporation (as a result of which the Company is not the surviving
corporation), or sell, transfer or otherwise 


 


 


4

















 


dispose of all or substantially all of its property,
assets or business to another entity and, pursuant to the terms of such
reorganization, merger, amalgamation, consolidation or disposition of assets,
shares of common stock of the successor or acquiring entity, or any cash,
shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring entity (“Other
Property”), are to be received by or distributed to the holders of Common
Stock of the Company, then the Option Holder shall have the right thereafter to
receive, upon any present or future exercise of this Option and payment of the
Exercise Price as provided for herein, the number of shares of common stock of
the successor or acquiring entity or of the Company, if it is the surviving
corporation, and Other Property received upon or as a result of such
reorganization, merger, amalgamation,
consolidation or disposition of assets by a holder of the number of shares of
Common Stock for which this Option is exercisable immediately prior to such
event.  In case of any such
reorganization, merger, consolidation or disposition of assets, the successor
or acquiring entity (if other than the Company) shall expressly assume the due
and punctual observance and performance of each and every covenant and condition
of this Option to be performed and observed by the Company and all of the
obligations and liabilities hereunder, subject to such modifications as may be
deemed appropriate (as determined by resolution of the Board of Directors of
the Company) in order to provide for adjustments of shares of the Common Stock
for which this Option is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 5.  The foregoing provisions of this Section 5.2
shall similarly apply to successive reorganizations, amalgamations, mergers,
consolidations or dispositions of assets.


 


6.             No Impairment. 
The Company will not, by amendment of its Restated Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of
this Option, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the holders of the Options
against impairment.  Without limiting the
generality of the foregoing, the Company (a) will not increase the par
value of any shares of stock receivable on the exercise of the Option above the
amount payable therefor on such exercise of
the Option, (b) will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and non-assessable shares of stock on the exercise of this Option, and (c) will
not consolidate with or merge into any other person or permit any such person
to consolidate with or merge into the Company (if the Company is not the
surviving person), unless such other person shall expressly assume in writing
and will be bound by all the terms of this Option.


 


7.             Accountants’ Certificate as to Adjustments.  In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on
the exercise of this Option or in the Exercise Price, the Company shall compute
such adjustment or readjustment in accordance with the terms of this Option and
prepare a certificate setting forth such adjustment or readjustment and showing
in reasonable detail the facts upon which such adjustment or readjustment is
based, including a statement of (a) the consideration received or
receivable by the Company for any additional shares of Common Stock (or Other
Securities) issued or sold or deemed to have been issued or sold, (b) the
number of shares of Common Stock (or Other Securities) outstanding or deemed to
be outstanding, and (c) the Exercise Price and the number of shares of
Common Stock to be received upon exercise of this Option, in effect immediately
prior to such issue or sale and as adjusted and readjusted as provided in this
Option.  The Company will forthwith mail
a copy of each such certificate to each holder of record of a Option.


 


 


5

















 


8.             Notices of Record Date.  If at any time or from time to time:


 


(a)           the Company shall pay any dividend
upon its Common Stock or make any other distribution to holders of its Common
Stock, or offer for subscription, purchase or other method of acquisition to
holders of its Common Stock any shares of stock of any class or any securities
or any other rights; or


 


(b)           there shall be any capital
reorganization of the Company, any reclassification of the capital stock of the
Company, any consolidation or merger of the Company with or into another
corporation, except for mergers into the Company of its wholly-owned subsidiaries, or any conveyance of all or
substantially all of the assets of the Company to another entity; or


 


(c)           there shall be a voluntary or involuntary
dissolution, liquidation or winding-up of the Company;


 


then, in each such case, the
Company shall give to the holder of this Option, in accordance with Section 11
hereof, (i) at least twenty days prior written notice of the date on which
the books of the Company shall close or a record shall be taken for such
dividend, distribution or offer of subscription rights, or for determining rights
to vote in respect of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation, or winding up, and (ii) in
the case of any such reorganization, reclassification, consolidation merger,
sale, dissolution, liquidation, or winding up, at least twenty days’ prior
written notice of the date when the same shall take place.  Such notice in accordance with the foregoing
clause (i) shall also specify, in the case of any such dividend,
distribution, or offer of subscription rights, the date on which the holders of
Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause
(ii) shall also specify the date on which the holders of Common Stock
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation, or winding up, as the case may be.


 


9.             Loss or Mutilation.  Upon receipt by the Company of evidence
satisfactory to it (in the exercise of reasonable discretion) of the ownership
of and the loss, theft, destruction or mutilation
of any Option Certificate and (in the case of loss, theft or destruction) of
indemnity of the Option Holder satisfactory to it (in the exercise of
reasonable discretion), and (in the case of mutilation) upon surrender and
cancellation thereof, the Company will execute and deliver in lieu thereof a
new Option Certificate of like tenor.


 


10.           Reservation and Listing of Common
Stock.  The Company shall at all
times reserve and keep available for issue upon the exercise of this Option
such number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of this Option.  If any shares of Common Stock required to be
reserved for issuance upon exercise of this Option require registration or
qualification with any governmental authority or 


 


 


6

















 


other governmental approval or filing under any law
before such shares may be so issued, the Company
will in good faith and as expeditiously as possible and at its expense endeavor
to cause such shares to be duly registered or qualified or to take such
other action as may be reasonably necessary to effectuate the issuance of such
shares.  The Company will, at its
expense, list on each national securities
exchange or association on which shares of Common Stock are presently
listed or are hereafter listed (or if then traded on NASDAQ or the OTCBB, make
eligible for trading on NASDAQ or the OTCBB, as the case may be), maintain and,
when necessary, increase such listing (or, if applicable, eligibility for
trading) of, all shares of Common Stock issued or, to the extent permissible
under the applicable securities exchange or association rules, issuable upon
the exercise of this Option so long as any shares of Common Stock shall be so listed
(or, if applicable, so traded).


 


11.           Notices.  All notices and other communications shall be
deemed validly given, made or served if in writing and delivered (as of such
delivery) or sent by certified mail (as of three days after deposit in a United
States post office), postage prepaid, return receipt requested, or by facsimile
or overnight courier service, charges prepaid (as of the date of confirmation
of receipt): (i) if to the Option Holder, to the address or telecopy
number furnished to the Company in writing by the last holder of this Option
who shall have furnished an address or telecopy number to the Company in
writing; or (ii) if to the Company, to the address set forth in Section 2.1
hereof or to such other address or telecopy number furnished in writing by the
Company to the Option Holder.


 


12.           Change; Waiver.  Neither this Option nor any term hereof may
be changed, waived, discharged or terminated orally but only by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.


 


13.           No Rights or Liability as a
Stockholder.  Except as otherwise
expressly provided herein, no holder, as such, of this Option shall be entitled
to vote or receive dividends or be deemed a stockholder of the Company for any
purpose, nor shall anything contained in this Option be construed to confer
upon the holder hereof, as such, any of the rights of a stockholder of the
Company or any right to vote, give or withhold consent to any corporate action
(whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), receive notice of meetings
(except as otherwise expressly provided herein), or receive dividends or
subscription rights, prior to the issuance to the holder of this Option of the
Common Stock or other securities which he is then entitled to receive upon the
due exercise of this Option.  No
provision hereof, in the absence of affirmative action by the holder hereof to
purchase Common Stock, and no enumeration herein of the rights or privileges of
the holder hereof shall give rise to any liability of such holder as a
stockholder of the Company.


 


14.           Headings.  The headings in this Option are for purposes
of convenience in reference only and shall not be deemed to constitute a part
hereof or to affect the interpretation of any provision of this Option.


 


 


7

















 


15.           Law Governing.  This Option shall be construed and enforced
in accordance with and shall be governed by the laws of New York.


 


	
   

  	
  NEXSAN CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title: 

  



 


 


8

















 


OPTION

SUBSCRIPTION FORM


 


(To be executed only upon exercise of Option)


 


The undersigned holder of this
Option Certificate irrevocably elects to exercise the right, represented by this
Option Certificate, to purchase [                      ]
shares of Common Stock of Nexsan Corporation and herewith tenders payment
therefor in the amount of $[                      ]  or surrenders this Option Certificate for the number of shares of Common
Stock determined pursuant to Section 2.2 hereof, all in accordance with
the terms of this Option Certificate. 
The undersigned requests that a certificate for such securities be
registered in the name of                                                                                 
whose address is


 


Date:
                               


 


	
   

  	
   

  
	
   

  	
  (Printed
  Name of Option Holder)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature
  of Holder)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Street
  Address)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (City)
  (State) (Zip)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tax
  ID Number

  



 


Tax ID Number


 

















 


OPTION

FORM OF ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned holder of this Option hereby sells, assigns and transfers unto the
Assignee named below all of the rights of the undersigned under the within
Option, with respect to the number of shares of Common Stock set forth below:


 


Name of Assignee                             Address
and Tax ID Number                                Number
of Shares


 


and
does hereby irrevocably constitute and appoint                                             , attorney to make such transfer
on the books of Nexsan Corporation maintained for the purpose, with full power
of substitution in the premises.


 


Date:                                 


 


	
   

  	
   

  
	
   

  	
  (Printed
  Name of Option Holder)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Witness

  



 






 










 


STOCK OPTION EXERCISE
FORM


 


(To be executed only upon
exercise of Option)


 


The undersigned holder of the attached Option
Agreement irrevocably elects to exercise the right, represented by the Option
Agreement, to purchase                                         
shares of Common Stock of Nexsan Corporation and herewith tenders payment for
the shares in the amount of $                              .


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Printed Name of Option Holder)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Signature of Holder)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Street Address)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
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NEXSAN CORPORATION


 


2001 STOCK PLAN — STOCK
OPTION AGREEMENT


 


This
Stock Option Agreement (the “Agreement”)
is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between
Nexsan Corporation, a Delaware corporation (the “Company”),
and the Service Provider named below (the “Optionee”).  Capitalized terms not defined herein shall
have the meaning ascribed to them in the Company’s 2001 Stock Plan (the “Plan”).


 


Optionee:                                                                                                                                           Employee X


 


Address:


 


 


Total Option Shares:                                                                                                                                                              XX,000


 


Exercise Price Per Share:                                                                          $x.xxxx


 


Date of Grant:                                                                                                                                           Month and Day,
200X


 


Vesting Schedule:                                                                                          The Option
shall become exercisable as to X,000Shares on each of the first through fourth
anniversaries of the Date of Grant.


 


Expiration Date:                                                                                                      11:59 p.m.
on month and day, 201X

(unless earlier terminated under Section 9 of the Plan)


 


Type of Stock Option                                                                                                                              [   ] Incentive
Stock Option


 


(Check one):                                                                                                                                                                         
 [   ] Nonqualified Stock Option


 


1.                                      GRANT OF OPTION.  The Company
hereby grants to the Optionee an option (the “Option”) to purchase the total
number of shares of Common Stock of the Company set forth above as Total Option
Shares (the “Shares”) at the Exercise
Price Per Share set forth above (the “Exercise Price”),
subject to all of the terms and conditions of this Agreement and the Plan.  If designated as an Incentive Stock Option
above, the Option is intended to qualify as an “incentive stock option” (an “ISO”) within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the “Code”).


 


2.                                      EXERCISE PERIOD.


 


2.1                               Exercise Period of Option.  This Option is
exercisable only to the extent that vesting has occurred.  Provided Optionee continues to provide
services to the Company or to any Parent or Subsidiary of the Company, the
Shares issuable upon exercise of, this Option will become vested as per the
Vesting Schedule set forth above until the Shares are vested with respect to one
hundred percent (100%) of the Shares or vesting ceases as per this Agreement or
the Plan.  If application of the Vesting
Schedule causes a fractional share, such share shall be rounded down to the
nearest whole share for each quarterly vesting period except for the last 

















 


quarterly vesting period, at the end of which this
Option shall become vested for the full remainder of the Shares.  Notwithstanding any provision in the Plan or
this Agreement to the contrary, Options shall cease vesting after the date upon
which Optionee’s services to the Company terminate (“Termination
Date”) and shall lapse upon Optionee’s Termination Date.


 


2.2                               Vesting of Options.  Shares that
are vested pursuant to the Vesting Schedule set forth herein are “Vested Shares.” Shares that are not
vested pursuant to the Vesting Schedule set forth herein are “Unvested Shares.”


 


2.3                               Expiration.  The Option
shall expire on the Expiration Date set forth above or earlier as provided in Section 3
below or pursuant to the Plan.


 


3.                                      TERMINATION.


 


3.1                               Termination for Any Reason
Except Death, Disability or Cause.  If Optionee is terminated from the Company
and ceases to provide services to the Company (“Terminated”)
for any reason, except death, Disability or for Cause, the Option, to the
extent (and only to the extent) that it would have been exercisable by Optionee
on the Termination Date, may be exercised by Optionee no later than ninety (90)
days after the Termination Date, but in any event no later than the Expiration
Date.


 


3.2                               Termination Because of
Death or Disability.  If Optionee is Terminated because of death or
Disability of Optionee (or Optionee dies within three (3) months of
Termination when Termination is for any reason other than Optionee’s Disability
or for Cause), the Option, to the extent that it is exercisable by Optionee on
the Termination Date, may be exercised by Optionee (or Optionee’s legal
representative) no later than six (6) months after the Termination Date,
but in any event no later than the Expiration Date.  Any exercise beyond (i) three (3) months
after the Termination Date when the Termination is for any reason other than
the Optionee’s death or disability, within the meaning of Section 22(e)(3) of
the Code; or (ii) six (6) months after the Termination Date when the
termination is for Optionee’s disability, within the meaning of Section 22(e)(3) of
the Code, is deemed to be an NQSO.


 


3.3                               Termination for Cause.  If Optionee is
Terminated for Cause, then the Option will expire on Optionee’s Termination
Date, or at such later time and on such conditions as are determined by the
Committee.


 


3.4                               No Vesting after
Termination.  Vesting of the Option shall cease upon
Optionee’s Termination Date, regardless of the cause or reason for Termination.


 


3.5                               No Obligation to Employ.  Nothing in the
Plan or this Agreement shall confer on Optionee any right to continue in the
employ of, or other relationship with, the Company or any Parent or Subsidiary
of the Company, or limit in any way the right of the Company or any Parent or
Subsidiary of the Company to terminate Optionee’s employment or other
relationship at any time, with or without Cause.


 


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4.                                      MANNER OF EXERCISE.


 


Stock Option Exercise Agreement.  To exercise
this Option, Optionee (or in the case of exercise after Optionee’s death or
incapacity, Optionee’s executor, administrator, heir or legatee, as the case
may be) must deliver to the Company an executed stock option exercise agreement
in a form as required by the Company (the “Exercise Agreement”),
which shall set forth, inter alia, (i) Optionee’s election to
exercise the Option, (ii) the number of Shares being purchased, (iii) any
restrictions imposed on the Shares and (iv) any representations,
warranties and agreements regarding Optionee’s investment intent and access to
information as may be required by the Company to comply with applicable
securities laws.  If someone other than
Optionee exercises the Option, then such person must submit documentation
reasonably acceptable to the Company verifying that such person has the legal
right to exercise the Option and such person shall be subject to all of the
restrictions contained herein as if such person were the Optionee.  The date of exercise of the Option shall be
the date on which written notice of exercise is hand delivered to the Company,
during normal business hours or, if sent electronically, the date on which it
is actually transmitted, during normal business hours, or if mailed, the date
on which it is postmarked, provided such notice is actually received.


 


4.1                               Limitations on Exercise.  The Option may
not be exercised unless such exercise is in compliance with all applicable
federal and state securities laws, as they are in effect on the date of
exercise.  The Option may not be
exercised as to fewer than one hundred (100) Shares unless it is exercised as
to all Shares as to which the Option is then exercisable.


 


4.2                               Payment.  The Exercise
Agreement shall be accompanied by full payment of the Exercise Price for the
shares being purchased in cash (by check), or where permitted by law:


 


(a)                                  if the Company so allows, in its sole
discretion, by cancellation of indebtedness of the Company to the Optionee;


 


(b)                                 if the Company so allows, in its sole
discretion, by surrender of shares of the Company’s Common Stock that (i) either
(A) have been owned by Optionee for more than six (6) months and have
been paid for within the meaning of SEC Rule 144 (and, if such shares were
purchased from the Company by use of a promissory note, such note has been
fully paid with respect to such shares); or (B) were obtained by Optionee
in the open public market; and (ii) are clear of all liens, claims,
encumbrances or security interests;


 


(c)                                  if the Company so allows, in its sole
discretion, by waiver of compensation due or accrued to Optionee for services
rendered;


 


(d)                                 if the Company so allows, in its sole
discretion, and provided that a public market for the Company’s stock exists: (i) through
a “same day sale” commitment from Optionee and a broker-dealer that is a member
of the National Association of Securities Dealers (an “NASD Dealer”) whereby
Optionee irrevocably elects to exercise the Option and to sell a portion of the
Shares so purchased sufficient to pay for the total Exercise Price and whereby the
NASD Dealer irrevocably commits upon receipt of such Shares to forward the
total Exercise Price directly to the Company, or (ii) through a “margin”
commitment from Optionee and an 


 


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NASD Dealer whereby Optionee irrevocably elects to
exercise the Option and to pledge the Shares so purchased to the NASD Dealer in
a margin account as security for a loan from the NASD Dealer in the amount of
the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon
receipt of such Shares to forward the total Exercise Price directly to the
Company; or


 


(e)                                  in cash; or by check;


 


(f)                                    if the Company so allows, in its sole
discretion, by promissory note, or by;


 


(g)                                 by any combination of the foregoing.


 


4.3                               Tax Withholding.  Prior to the
issuance of the Shares upon exercise of the Option, Optionee must pay or
provide for any applicable federal, state and local withholding obligations of
the Company.  If the Committee permits,
Optionee may provide for payment of withholding taxes upon exercise of the
Option by requesting that the Company retain the minimum number of Shares with
a Fair Market Value equal to the minimum amount of taxes required to be
withheld; but in no event will the Company withhold Shares if such withholding
would result in adverse accounting consequences to the Company.  In such case, the Company shall issue the net
number of Shares to the Optionee by deducting the Shares retained from the
Shares issuable upon exercise.


 


4.4                               Issuance of Shares.  Provided that
the Exercise Agreement and payment are in form and substance satisfactory to
the Company, the Company shall issue the Shares registered in the name of
Optionee, Optionee’s authorized assignee, or Optionee’s legal representative,
and shall deliver certificates representing the Shares with the appropriate
legends affixed thereto.


 


5.                                      NOTICE OF DISQUALIFYING
DISPOSITION OF ISO SHARES.  If the Option is an ISO, and if Optionee
sells or otherwise disposes of any of the Shares acquired pursuant to the ISO
on or before the later of (i) the date two (2) years after the Date
of Grant, and (ii) the date one (1) year after transfer of such
Shares to Optionee upon exercise of the Option, Optionee shall 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 from the early disposition by payment in cash or out of the current
wages or other compensation payable to Optionee.


 


6.                                      COMPLIANCE WITH LAWS AND
REGULATIONS.  The exercise of the Option and the issuance
and transfer of Shares shall be subject to compliance by the Company and
Optionee with all applicable requirements of federal and state securities laws
and with all applicable requirements of any stock exchange on which the Company’s
Common Stock may be listed at the time of such issuance or transfer.


 


7.                                      NONTRANSFERABILITY OF
OPTION.  The Option may not be transferred in any
manner other than by will or by the laws of descent and distribution, and, with
respect to NQSOs, by instrument to an inter vivos or testamentary trust in
which the options are to be passed to beneficiaries upon the death of the
trustor (senior), or by gift to “immediate family” as 


 


4

















 


that term is defined in 17 C.F.R.  240.16a-1(e), and may be exercised during the
lifetime of Optionee only by Optionee or in the event of Optionee’s incapacity,
by Optionee’s legal representative.  The
terms of this Agreement and the Plan shall be binding upon the executors,
administrators, successors and assigns of Optionee.


 


8.                                      COMPANY’S RIGHT OF FIRST
REFUSAL.


 


8.1                               General Rule.  Before any
Shares acquired upon exercise of this Option held by Optionee or any transferee
(either being referred to herein as the “Holder”) may be sold or otherwise
transferred (including transfer by gift or operation of law), the Company or
its assignee(s) shall have a right of first refusal to purchase the Shares
on the terms and conditions set forth in this Section (the “Right of First
Refusal”).


 


8.2                               Notice of Proposed
Transfer.  The Holder of the Shares shall deliver to the
Company a written notice (the “Notice”) stating: (i) the Holder’s bona
fide intention to sell or otherwise transfer such Shares; (ii) the name of
each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the
number of Shares to be transferred to each Proposed Transferee; and (iv) the
bona fide cash price or other consideration for which the Holder proposes to
transfer the Shares (the “Offered Price”), and the Holder shall offer
the Shares at the Offered Price to the Company or its assignee(s).


 


8.3                               Exercise of Right of First
Refusal.  At any time within thirty (30) days after
receipt of the Notice, the Company and/or its assignee(s) may, by giving
written notice to the Holder, elect to purchase all or part of the Shares
proposed to be transferred to any one or more of the Proposed Transferees, at
the Offered Price (“Purchase Price”).  If the Offered Price includes consideration
other than cash, the cash equivalent value of the non-cash consideration shall
be determined by the Board of Directors of the Company in good faith.


 


8.4                               Payment.  Payment of the
Purchase Price shall be made, at the option of the Company or its assignee(s), (i) by
cash or check, (ii) by cancellation of all or a portion of any outstanding
indebtedness of the Holder to the Company, or (iii) by any combination
thereof.


 


8.5                               Holder’s Right to Transfer.  If Shares
proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this
Section, then the Holder may sell or otherwise transfer such Shares to that
Proposed Transferee at the Offered Price or at a higher price, provided that
such sale or other transfer is consummated within one hundred twenty (120) days
after the date of the Notice and provided further that any such sale or other
transfer is effected in accordance with any applicable securities laws and the
Proposed Transferee agrees in writing that the obligations in this Agreement
shall continue to apply to the Shares. 
If the Shares described in the Notice are not transferred to the
Proposed Transferee within such period, a new Notice shall be given to the
Company, and the Company and/or its assignees shall again be offered the Right
of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred.


 


8.6                               Exception for Certain
Family Transfers.  Notwithstanding anything to the contrary
contained in this Section, the transfer of any or all of the Shares during the
Purchaser’s lifetime or on the Purchaser’s death by will or intestacy to the
Purchaser’s 


 


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Immediate Family or a trust for the benefit of one or
more members of the Purchaser’s Immediate Family or to a trust, partnership,
limited liability company, custodianship or other fiduciary account for the
benefit of the Purchaser or one or more members of the Purchaser’s Immediate
Family, or the disbursement therefrom to Purchaser or one or more members of
his Immediate Family, shall be exempt from the provisions of this Section,
provided that the Purchaser notifies the Company in writing within thirty (30)
days of said transfer.  “Immediate
Family” as used herein shall mean spouse, lineal descendant or antecedent,
father, mother, brother or sister.  In
such case, the transferee or other recipient shall receive and hold the Shares
so transferred subject to the provisions of this Agreement and there shall be
no further transfer of such Shares except in accordance with the terms of this
Section.


 


8.8                               Termination of Right of
First Refusal.  The Right of First Refusal shall terminate as
to any Shares upon the date of the first sale of Common Stock of the Company to
the general public pursuant to a registration statement filed with and declared
effective by the Securities and Exchange Commission under the 1933 Act.


 


9.                                      INVESTMENT REPRESENTATIONS


 


The
Optionee hereby represents and warrants to and agrees with the Company as
follows:


 


9.1                               Acquisition of Shares for
Own Account.  The Optionee will acquire the Shares, if at
all, pursuant to this Agreement with the Optionee’s own funds.  The Shares will be acquired, if at all, for
the Optionee’s own account, not as a nominee or agent for any other person or
firm.  No one else has or will have on
any exercise of the Option or any portion thereof any interest, beneficial or
otherwise, in any of the Shares to be acquired on such exercise.  The Optionee is not, and prior to any
exercise of the Option will not be, obligated to transfer any of the Shares or
any interest therein to anyone else and the Optionee does not and will not have
any agreement or understandings to do so.


 


9.2                               Shares May Be “Restricted
Securities” and Certificates Legended.


 


The Optionee understands and agrees that:


 


9.2.1.                     The Shares, if and when issued, may be “restricted
securities,” as that term is defined in Rule 144 under the Securities Act
of 1933, as amended (the “Act”), and, accordingly, the Optionee may be required
to hold the Shares indefinitely unless they are registered under the Act or an
exemption from such registration is available;


 


9.2.2                        The Company is not under any obligation
to register the Shares under the Act, with any state securities commission or
with any stock exchange or to comply with any exemptions thereunder; and


 


9.2.3.                     The Company shall cause legends set forth
below or legends substantially equivalent thereto, to be placed upon any
certificates representing any Shares received by the Optionee on exercise of
the Option, which legend restricts the sale, transfer or disposition of the
Shares otherwise than in accordance with this Agreement, as well as any other
legends as the Company may deem appropriate or that may be required by the
Company or by the applicable state or federal securities laws:


 


6

















 


THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT
OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES,
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR SUCH TRANSACTION
COMPLIES WITH RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER
SAID ACT.


 


IN ADDITION, SALE,
TRANSFER, ENCUMBRANCE, HYPOTHECATION, GIFT OR OTHER DISPOSITION OR ALIENATION
OF SUCH SHARES OR ANY INTEREST THEREIN IS RESTRICTED BY AND SUBJECT TO A STOCK
OPTION AGREEMENT A COPY OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE
OF THE ISSUER AND ALL OF THE PROVISIONS OF WHICH ARE INCORPORATED BY REFERENCE
IN THIS CERTIFICATE.


 


9.3                               Agreement to Refrain from
Resales.  The Optionee agrees that, notwithstanding any
provision hereof or in the Plan to the contrary, the Optionee shall in no event
make any disposition of all or any part of or interest in the Shares and that
such Shares shall not be encumbered, pledged, hypothecated, sold or transferred
by the Optionee nor shall the Optionee receive any consideration for such
Shares or for any interest therein from any person, unless and until prior to
any proposed transfer, encumbrance, disposition, pledge, hypothecation or sale of
any Shares, either (1) a registration statement on form S-1 or S-8 (or any
other form replacing such form or appropriate for the purpose under the Act)
with respect to such shares proposed to be transferred or otherwise disposed of
shall be then effective or (2) (i) the Optionee shall have notified
the Company of the proposed disposition and shall have furnished the Company
with a detailed statement of the circumstances surrounding the proposed
disposition, (ii) the Optionee shall have furnished the Company with an
opinion of counsel in form and substance satisfactory to the Company to the
effect that such disposition will not require registration of any such Shares
under the Act or qualification of any such shares under any other securities
law, (iii) such opinion of counsel shall have been concurred in by counsel
for the Company and (iv) the Company shall have advised the Optionee of
such concurrence.


 


10.                               LOCK-UP PERIOD.


 


Optionee hereby agrees that, if so requested by the Company or any
representative of the underwriters (the “Managing Underwriter”) in connection
with any registration of the offering of any securities of the Company under
the Securities Act, Optionee (or any transferee) shall not sell or otherwise
transfer any Shares or other securities of the Company during the 180-day
period (or such shorter period as may be requested in writing by the Managing
Underwriter and agreed to in writing by the Company) (the “Market Standoff
Period”) following the effective date of a registration statement of the
Company filed under the Securities Act. 
Such restriction shall apply only to the first registration statement of
the Company to become effective under the Securities Act that includes
securities to be sold on behalf of the Company to the public in an underwritten
public offering under the Securities Act. 
The Company may impose stop-transfer 


 


7

















 


instructions with respect to securities subject to the foregoing
restrictions until the end of such Market Standoff Period.


 


11.                               PLAN PROVISIONS TO PREVAIL.


 


This
Agreement is subject to all of the terms and provisions of the Plan.  By entering into this Agreement the Optionee
agrees that no member of the Board or the Committee nor any employee of the
Company.  Parent Corporation or any of
the Company’s subsidiaries shall be liable for any action or determination made
in good faith with respect to the Plan or this Agreement.  In the event that there is any inconsistency
between the provisions of this Agreement and of the Plan, the provisions of the
Plan shall govern.  Any dispute regarding
the interpretation of this Agreement shall be submitted by Optionee or the
Company to the Committee for review.  The
resolution of such a dispute by the Committee shall be final and binding on the
Company and Optionee.


 


12.                               PRIVILEGES OF STOCK
OWNERSHIP.  Optionee shall not have any of the rights of
a shareholder with respect to any Shares until the Shares are issued to
Optionee.


 


13.                               ENTIRE AGREEMENT AND
SEVERABILITY.  The Plan is incorporated herein by
reference.  This Agreement and the Plan
constitute the entire agreement of the parties and supersede all prior
undertakings and agreements with respect to the subject matter hereof.  If any provision of this Agreement (including
any provision of the Plan that is incorporated herein by reference) shall
hereafter be held to be invalid, unenforceable or illegal in whole or in part
for any reason, (i) such provision shall be reformed to the minimum extent
necessary to cause such provision to be valid, enforceable and legal while
preserving the intent of the parties or (ii) if such provision cannot be
so reformed, such provision shall be severed from this Agreement and an
equitable adjustment shall be made to this Agreement so as to give effect to
the intent of the parties.  Neither such
reformation nor severance shall affect or impair the legality, validity or
enforceability of any other provision of this Agreement or the Plan.


 


14.                               NOTICES.  Any notice
required to be given or delivered to the Company under the terms of this
Agreement shall be in writing and addressed to the CEO of the Company at its
principal corporate offices.  Any notice
required to be given or delivered to Optionee shall be in writing and addressed
to Optionee at the address indicated herein or to such other address as such
party may designate in writing from time to time to the Company.  All notices shall be deemed to have been
given or delivered upon: (i) personal delivery; (ii) three (3) days
after deposit in the United States mail by certified or registered mail (return
receipt requested); (iii) one (1) business day after deposit with any
express courier (prepaid); or (iv) one (1) business day after
transmission by facsimile, rapifax or telecopier.


 


15.                               SUCCESSORS AND ASSIGNS.  The Company
may assign any of its rights under this Agreement including its Right of First
Refusal.  This Agreement shall be binding
upon and inure to the benefit of the successors and assigns of the
Company.  Subject to the restrictions on
transfer set forth herein, this Agreement shall be binding upon Optionee and
Optionee’s heirs, executors, administrators, legal representatives, successors
and assigns.


 


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16.                               GOVERNING LAW.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York as such laws are applied to agreements to be performed entirely within
New York.


 


17.                               ACCEPTANCE.  Optionee
hereby acknowledges receipt of a copy of the Plan and this Agreement.  Optionee has read and understands the terms
and provisions thereof, and accepts the Option subject to all the terms and
conditions of the Plan and this Agreement. 
Optionee acknowledges that there may be adverse tax consequences upon
exercise of the Option or disposition of the Shares and that Optionee should
consult a tax adviser prior to such exercise or disposition.


 


IN
WITNESS WHEREOF,
the Company has caused this Agreement to be executed by its duly authorized
representative and Optionee has executed this Agreement, effective as of the
Date of Grant.


 


	
  NEXSAN
  CORPORATION

  	
   

  	
  OPTIONEE

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Please
  print name)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Please
  print title)

  	
   

  	
   

  



 


                                                                                                                                                                                    M.T.C.


 


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