exv10w1






Exhibit 10.1




Harris Stratex Networks, Inc.




Specific Terms and Conditions

Stock Option Awards




	 	 	 
	Grant Date
	 	                     __, ____
	 
	 	 
	Security Subject to Option
	 	Common Stock
	 
	 	 
	Exercise Price per Share
	 	$                     
	 
	 	 
	Duration of Option (subject to the terms of the Plan)
	 	___ years from Grant Date
	 
	 	 
	Vesting
	 	[Insert vesting schedule]
	 
	 	 
	Tax Status
	 	[Nonstatutory Option] [Incentive Option]
	 
	 	 
	Change of Control
	 	[Insert applicable provision]





Subject to General Terms and Conditions and terms of 2007 Stock Equity Plan (As Amended and
Restated Effective November 19, 2009) (the “2007 Stock Equity Plan”). Capitalized terms
are used as defined in the General Terms and Conditions and the 2007 Stock Equity Plan.





 









 








Harris Stratex Networks, Inc.




General Terms and Conditions




Stock Option Awards



THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL,
ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED,
BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND
AGREES THAT NOTHING IN THE NOTICE OF AWARD, THE SPECIFIC TERMS AND CONDITIONS, THESE GENERAL TERMS
AND CONDITIONS OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR
CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE
GRANTEE’S RIGHT OR THE RIGHT OF THE COMPANY OR RELATED ENTITY TO WHICH THE GRANTEE PROVIDES
SERVICES TO TERMINATE THE GRANTEE’S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT
NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH
THE COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL.




     The Grantee acknowledges receipt of a copy of the Plan and the Specific Terms and Condition,
these General Terms and Conditions and the Prospectus, and represents that he or she is familiar
with the terms and provisions thereof, and hereby accepts the Option subject to all of the terms
and provisions hereof and thereof. The Grantee has reviewed the notice of award (the “Notice”),
the Plan, the Specific Terms and Condition, these General Terms and Conditions and the Prospectus
in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this
Award, and fully understands all provisions of the Notice, the Plan, the Specific Terms and
Condition, these General Terms and Conditions and the Prospectus. The Grantee hereby agrees that
all questions of interpretation and administration relating to the Notice, the Plan, the Specific
Terms and Condition and these General Terms and Conditions shall be resolved by the Administrator
in accordance with Section 12 of these General Terms and Conditions. The Grantee further agrees to
the venue selection in accordance with Section 13 of these General Terms and Conditions. The
Grantee further agrees to notify the Company upon any change in his or her residence address.



     1. Exercise of Option.



          (a) Right to Exercise. The Option shall be exercisable during its term in accordance
with the vesting schedule set out in the Notice and with the applicable provisions of the Plan, the
Specific Terms and Conditions and these General Terms and Conditions. The Grantee shall be subject
to reasonable limitations on the number of requested exercises during any monthly or weekly period
as determined by the Administrator. In no event shall the Company issue fractional Shares.



 









 





          (b) Method of Exercise. The Option shall be exercisable by delivery of an exercise
notice or by such other procedure as specified from time to time by the Administrator which shall
state the election to exercise the Option, the whole number of Shares in respect of which the
Option is being exercised, and such other provisions as may be required by the Administrator. The
exercise notice shall be delivered in person, by certified mail, or by such other method (including
electronic transmission) as determined from time to time by the Administrator to the Company
accompanied by payment of the Exercise Price. The Option shall be deemed to be exercised upon
receipt by the Company of such notice accompanied by the Exercise Price, which, to the extent
selected, shall be deemed to be satisfied by use of the broker-dealer sale and remittance procedure
to pay the Exercise Price provided in Section 2(d), below.



          (c) Taxes. No Shares will be delivered to the Grantee or other person pursuant to the
exercise of the Option until the Grantee or other person has made arrangements acceptable to the
Administrator for the satisfaction of applicable income tax and employment tax withholding
obligations, including, without limitation, such other tax obligations of the Grantee incident to
the receipt of Shares. Upon exercise of the Option, the Company or the Grantee’s employer may
offset or withhold (from any amount owed by the Company or the Grantee’s employer to the Grantee)
or collect from the Grantee or other person an amount sufficient to satisfy such tax withholding
obligations.



     2. Method of Payment. Payment of the Exercise Price shall be made by any of the
following, or a combination thereof, at the election of the Grantee; provided, however, that such
exercise method does not then violate any Applicable Law and, provided further, that the portion of
the Exercise Price equal to the par value of the Shares must be paid in cash or other legal
consideration permitted by the Delaware General Corporation Law:



          (a) cash;



          (b) check;



          (c) surrender of Shares or delivery of a properly executed form of attestation of ownership of
Shares as the Administrator may require which have a Fair Market Value on the date of surrender or
attestation equal to the aggregate Exercise Price of the Shares as to which the Option is being
exercised, provided, however, that Shares acquired under the Plan or any other equity compensation
plan or agreement of the Company must have been held by the Grantee for a period of more than six
(6) months (and not used for another Award exercise by attestation during such period); or



          (d) payment through a broker-dealer sale and remittance procedure pursuant to which the
Grantee (i) shall provide written instructions to a Company-designated brokerage firm or, in the
case of “officers” within the meaning of Section 16 of the Securities Exchange Act of 1934, as
amended (as so amended, the “’34 Act”), a brokerage firm selected by Grantee, to effect the
immediate sale of some or all of the purchased Shares and remit to the Company sufficient funds to
cover the aggregate exercise price payable for the purchased Shares and (ii) shall provide written
directives to the Company to deliver the certificates for the purchased Shares directly to such
brokerage firm in order to complete the sale transaction.



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     3. Restrictions on Exercise. The Option may not be exercised if the issuance of the
Shares subject to the Option upon such exercise would constitute a violation of any Applicable Laws
or result in Grantee’s liability under Section 16(b) of the 1934 Act . If the exercise of the
Option within the applicable time periods set forth in Sections 4, 5 and 6 of these General Terms
and Conditions is prevented by the provisions of this Section 3, the Option shall remain
exercisable until one (1) month after the date the Grantee is notified by the Company that the
Option is exercisable, but in any event no later than the Expiration Date set forth in the Notice.



     4. Termination or Change of Continuous Service. In the event the Grantee’s Continuous
Service terminates, other than for Cause, the Grantee may, but only during the Post-Termination
Exercise Period, exercise the portion of the Option that was vested at the date of such termination
(the “Termination Date”). The Post-Termination Exercise Period shall commence on the Termination
Date. In the event of termination of the Grantee’s Continuous Service for Cause, the Grantee’s
right to exercise the Option shall, except as otherwise determined by the Administrator, terminate
concurrently with the termination of the Grantee’s Continuous Service (also the “Termination
Date”). In no event, however, shall the Option be exercised later than the Expiration Date set
forth in the Notice. In the event of the Grantee’s change in status from Employee, Director or
Consultant to any other status of Employee, Director or Consultant, the Option shall remain in
effect and the Option shall continue to vest in accordance with the Vesting Schedule set forth in
the Notice. Except as provided in Sections 5 and 6 below, to the extent that the Option was
unvested on the Termination Date, or if the Grantee does not exercise the vested portion of the
Option within the Post-Termination Exercise Period, the Option shall terminate.



     5. Disability or Retirement of Grantee. In the event the Grantee’s Continuous Service
terminates as a result of his or her Disability or Retirement, the Grantee may, but only within
twelve (12) months commencing on the Termination Date (but in no event later than the Expiration
Date), exercise the portion of the Option that was vested on the Termination Date. To the extent
that the Option was unvested on the Termination Date, or if the Grantee does not exercise the
vested portion of the Option within the time specified herein, the Option shall terminate.



     6. Death of Grantee. In the event of the termination of the Grantee’s Continuous
Service as a result of his or her death, or in the event of the Grantee’s death during the
Post-Termination Exercise Period or during the twelve (12) month period following the Grantee’s
termination of Continuous Service as a result of his or her Disability or Retirement, the person
who acquired the right to exercise the Option pursuant to Section 7 may exercise the portion of the
Option that was vested at the date of termination within twelve (12) months commencing on the date
of death (but in no event later than the Expiration Date). To the extent that the Option was
unvested on the date of death, or if the vested portion of the Option is not exercised within the
time specified herein, the Option shall terminate.



     7. Transferability of Option. The Option may not be transferred in any manner other
than by will or by the laws of descent and distribution, provided, however, that the Option may be
transferred during the lifetime of the Grantee to the extent and in the manner authorized by the
Administrator. Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries
of the Grantee’s Option in the event of the Grantee’s death on a beneficiary



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designation form provided by the Administrator. Following the death of the Grantee, the
Option, to the extent provided in Section 6, may be exercised (a) by the person or persons
designated under the deceased Grantee’s beneficiary designation or (b) in the absence of an
effectively designated beneficiary, by the Grantee’s legal representative or by any person
empowered to do so under the deceased Grantee’s will or under the then applicable laws of descent
and distribution. The terms of the Option shall be binding upon the executors, administrators,
heirs, successors and transferees of the Grantee.



     8. Term of Option. The Option must be exercised no later than the Expiration Date set
forth in the Notice or such earlier date as otherwise provided herein. After the Expiration Date
or such earlier date, the Option shall be of no further force or effect and may not be exercised.



     9. Tax Consequences. The Grantee may incur tax liability as a result of the Grantee’s
purchase or disposition of the Shares. THE GRANTEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING
THE OPTION OR DISPOSING OF THE SHARES.



     10. Entire Agreement: Governing Law. The Notice, the Plan and these General Terms and
Conditions constitute the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the Company and the
Grantee with respect to the subject matter hereof, and may not be modified adversely to the
Grantee’s interest except by means of a writing signed by the Company and the Grantee. Nothing in
the Notice, the Plan and these General Terms and Conditions (except as expressly provided therein)
is intended to confer any rights or remedies on any persons other than the parties. The Notice,
the Plan and these General Terms and Conditions are to be construed in accordance with and governed
by the internal laws of the State of Delaware without giving effect to any choice of law rule that
would cause the application of the laws of any jurisdiction other than the internal laws of the
State of Delaware to the rights and duties of the parties. Should any provision of the Notice, the
Plan or these General Terms and Conditions be determined to be illegal or unenforceable, such
provision shall be enforced to the fullest extent allowed by law and the other provisions shall
nevertheless remain effective and shall remain enforceable.



     11. Construction. The captions used in the Notice and these General Terms and
Conditions are inserted for convenience and shall not be deemed a part of the Option for
construction or interpretation. Except when otherwise indicated by the context, the singular shall
include the plural and the plural shall include the singular. Use of the term “or” is not intended
to be exclusive, unless the context clearly requires otherwise.



     12. Administration and Interpretation. Any question or dispute regarding the
administration or interpretation of the Notice, the Plan or these General Terms and Conditions
shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such
question or dispute by the Administrator shall be final and binding on all persons.



     13. Venue. The Company, the Grantee, and the Grantee’s assignees pursuant to
Section 7 (the “parties”) agree that any suit, action, or proceeding arising out of or relating to
the Notice, the Plan or these General Terms and Conditions shall be brought in the United States



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District Court for the Eastern District of North Carolina (or should such court lack
jurisdiction to hear such action, suit or proceeding, in a North Carolina state court in Wake
County) or (at the Grantee’s or such assignees’ election) the United States District Court for the
Northern District of California (or should such court lack jurisdiction to hear such action, suit
or proceeding, in a California state court in Santa Clara County) and that the parties shall submit
to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted
by law, any objection the party may have to the laying of venue for any such suit, action or
proceeding brought in such court. If any one or more provisions of this Section 13 shall for any
reason be held invalid or unenforceable, it is the specific intent of the parties that such
provisions shall be modified to the minimum extent necessary to make it or its application valid
and enforceable.



     14. Notices. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery, upon deposit for delivery by an
internationally recognized express mail courier service or upon deposit in the United States mail
by certified mail (if the parties are within the United States), with postage and fees prepaid,
addressed to the other party at its address as shown in these instruments, or to such other address
as such party may designate in writing from time to time to the other party.



     15. Definitions.



          (a) “Administrator” means the Board or any of the Committees appointed to administer
the Plan.



          (b) “Applicable Laws” means the legal requirements relating to the administration of
stock incentive plans, if any, under applicable provisions of federal securities laws, state
corporate and securities laws, the Internal Revenue Code, the rules of any applicable stock
exchange or national market system, and the rules of any foreign jurisdiction applicable to Options
granted to residents therein.



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



          (d) “Cause” means, with respect to the termination by the Company or a Related Entity
of the Grantee’s Continuous Service, that such termination is for “Cause” as such term is expressly
defined in a then-effective written agreement between the Grantee and the Company or such Related
Entity, or in the absence of such then-effective written agreement and definition, is based on, in
the determination of the Administrator, the Grantee’s: (i)  performance of any act or failure to
perform any act in bad faith and to the detriment of the Company or a Related Entity; (ii)
dishonesty, intentional misconduct or material breach of any agreement with the Company or a
Related Entity; (iii) unauthorized use or disclosure of confidential information or trade secrets
of the Company or a Related Entity or (iv) commission of a crime involving dishonesty, breach of
trust, or physical or emotional harm to any person.



          (e) “Committee” means any committee appointed by the Board to administer the Plan.



          (f) “Common Stock” means the common stock, $0.01 par value per share, of the Company.



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          (g) “Consultant” means any person (other than an Employee or a Director, solely with
respect to rendering services in such person’s capacity as a Director) who is engaged by the
Company or any Related Entity to render consulting or advisory services to the Company or such
Related Entity.



          (h) “Continuous Service” means that the provision of services to the Company or a
Related Entity in any capacity of Employee, Director or Consultant, is not interrupted or
terminated. Continuous Service shall not be considered interrupted in the case of (i) any approved
leave of absence, (ii) transfers among the Company, any Related Entity, or any successor, in any
capacity of Employee, Director or Consultant, or (iii) any change in status as long as the
individual remains in the service of the Company or a Related Entity in any capacity of Employee,
Director or Consultant. An approved leave of absence shall include sick leave, military leave, or
any other authorized personal leave.



          (i) “Director” means a member of the Board or the board of directors of any Related
Entity.



          (j) “Disability” means as defined under the long-term disability policy of the Company
or the Related Entity to which the Grantee provides services regardless of whether the Grantee is
covered by such policy. If the Company or the Related Entity to which the Grantee provides service
does not have a long-term disability plan in place, “Disability” means that a Grantee is unable to
carry out the responsibilities and functions of the position held by the Grantee by reason of any
medically determinable physical or mental impairment for a period of not less than ninety (90)
consecutive days. The Grantee will not be considered to have incurred a Disability unless he or
she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion.



          (k) “Employee” means any person, including an Officer or Director, who is an employee
of the Company or any Related Entity. The payment of a director’s fee by the Company or a Related
Entity shall not be sufficient to constitute “employment” by the Company.



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



               (i) If the Common Stock is listed on one or more established stock exchanges or national
market systems, including without limitation the NASDAQ Global Market or the NASDAQ Capital 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 the principal exchange or system on which the Common Stock is
listed (as determined by the Administrator) on the date of determination (or, if no closing sales
price or closing bid was reported on that date, as applicable, on the last trading date such
closing sales price or closing bid was reported), as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;



               (ii) If the Common Stock is regularly quoted on an automated quotation system (including the
OTC Bulletin Board) or by a recognized securities dealer, its Fair Market Value shall be the
closing sales price for such stock as quoted on such system or by such securities dealer on the
date of determination, but if selling prices are not reported, the Fair



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Market Value of a share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the date of determination (or, if no such prices were reported on
that date, on the last date such prices were reported), as reported in The Wall Street Journal or
such other source as the Administrator deems reliable; or



               (iii) In the absence of an established market for the Common Stock of the type described in
(i) and (ii), above, the Fair Market Value thereof shall be determined by the Administrator in good
faith. “Related Entity” means any Subsidiary of the Company and any business, corporation,
partnership, limited liability company or other entity in which the Company or a Subsidiary of the
Company holds a substantial ownership interest, directly or indirectly.



          (m) “Retirement” means retirement by the Grantee from Continuous Service on or after
attaining the age of sixty (60) and after completing a minimum of twelve (12) months of
uninterrupted Continuous Service.



          (n) “Share” means a share of the Common Stock.



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




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