Form of Director Option Agreement for Initial Grant



 Exhibit 10.2 
 ADEPT TECHNOLOGY, INC. 
 DIRECTOR OPTION AGREEMENT 

(for Initial Option Grant) 

GRANT #              

Adept Technology, Inc., a Delaware corporation (the “Company”), has granted to
                     (the “Optionee”), an option to purchase a total of
                     (        ) shares of the Company’s Common Stock (the “Optioned
Stock”), at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Company’s 2004 Director Option Plan (the “Plan”) adopted by the Company which is incorporated herein
by reference. The terms defined in the Plan shall have the same defined meanings herein. 
 1. Nature of the Option. This
Option is a nonstatutory option and is not intended to qualify for any special tax benefits to the Optionee. 
 2. Exercise
Price. The exercise price is $         for each share of Common Stock. 
 3.
Exercise of Option. This Option shall be exercisable during its term in accordance with the provisions of Section 7 of the Plan as follows: 
 (i) Right to Exercise. 
 (a) This Option shall become exercisable with
respect to fifty percent (50%) of the grant vesting on the first annual meeting of stockholders following the appointment or election of the director and the remaining fifty (50%) vesting at the second annual meeting of stockholders
following the appointment or election of the director. In no event shall any Option be exercisable prior to the date the shareholders of the Company approve the Plan. 
 (b) This Option may not be exercised for a fraction of a share. 
 (c) In the
event of Optionee’s death, disability or other termination of service as a Director, the exercisability of the Option is governed by Section 8 of the Plan. 
 (ii) Method of Exercise. This Option shall be exercisable by written notice which shall state the election to exercise the Option and the number of Shares in respect of which the Option is being
exercised. Such written notice, in the form attached hereto as Exhibit A, shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment
of the exercise price. 
 4. Method of Payment. Payment of the exercise price shall be by any of the following, or a
combination thereof, at the election of the Optionee: 
 (i) cash; 







 (ii) check; 
 (iii) surrender of other shares which (x) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than six (6) months on the date of surrender, and
(y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised; or 
 (iv) delivery of a properly executed exercise notice together with such other documentation as the Company and the broker, if applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale proceeds required to pay the exercise price (known as a “net exercise”). 
 5. Restrictions
on Exercise. This Option may not be exercised if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or
regulations, or if such issuance would not comply with the requirements of any stock exchange upon which the Shares may then be listed. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and
warranty to the Company as may be required by any applicable law or regulation. 
 6. Non-Transferability of Option. This
Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee. 
 7. Term of Option. This Option may not be exercised
more than ten (10) years from the date of grant of this Option, and may be exercised during such period only in accordance with the Plan and the terms of this Option. 

  
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 DATE OF GRANT:             ,
201     
  

			
	ADEPT TECHNOLOGY, INC.
	a Delaware corporation
		
	By:	 	  

		
	Name:	 	 Lisa M. Cummins

		
	Title:	 	 Vice President Finance & Chief Financial Officer




Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with
the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions
arising under the Plan. 
 Dated:
                     

	
	  

	Optionee



  
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 EXHIBIT A 
 DIRECTOR OPTION EXERCISE NOTICE 
 Adept Technology, Inc. 

5960 Inglewood Drive 
 Pleasanton, CA 94588

 Attention: Corporate Secretary 
 1. Exercise of Option. The undersigned (“Optionee”) hereby elects to exercise Optionee’s option to purchase          shares of the
Common Stock (the “Shares”) of Adept Technology, Inc. (the “Company”) under and pursuant to the Company’s 2004 Director Option Plan and the Director Option Agreement dated
            , 20     (the “Agreement”). 
 2. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Agreement. 
 3. Tax Consequences. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents that Optionee
has consulted with any tax consultant(s) Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice. 

4. Delivery of Payment. Optionee herewith delivers to the Company the aggregate purchase price for the Shares that Optionee has
elected to purchase and has made provision for the payment of any federal or state withholding taxes required to be paid or withheld by the Company. 
 5. Entire Agreement. The Agreement is incorporated herein by reference. This Exercise Notice and the Agreement constitute the entire agreement of the parties and supersede in their entirety all
prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof. This Exercise Notice and the Agreement are governed by Delaware law except for that body of law pertaining to conflict of laws. 

 

									
	Submitted by:	 		 	Accepted by:
			
	OPTIONEE:	 		 	ADEPT TECHNOLOGY, INC.
				
	  
	 		 	By:	 	  

					
		 		 		 	Its:	 	  

				
	Address:	 		 		 	Address:
				
		 		 		 	5960 Inglewood Drive
		 		 		 	Pleasanton, CA 94588
					
	Dated:	 	  
	 		 	Dated:	 	  



  
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