Exhibit 4.4


 


SYMMETRICOM, INC.


 


2006 INCENTIVE AWARD PLAN


 


STOCK OPTION GRANT NOTICE AND 

STOCK OPTION AGREEMENT


 


Symmetricom, Inc.,
a Delaware corporation (the “Company”), pursuant
to its 2006 Incentive Award Plan (the “Plan”), hereby
grants to the holder listed below (“Participant”), an
option to purchase the number of shares of the Company’s common stock, par
value $0.0001 (“Stock”), set forth below (the
“Option”).  This
Option is subject to all of the terms and conditions set forth herein and in
the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the
Plan, which are incorporated herein by reference.  Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Grant Notice
and the Stock Option Agreement.


 


	
  Participant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exercise Price per Share:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Total Exercise Price:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  Total Number of Shares

  Subject to the Option:

  	
   

  	
  shares

  
	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
   

  



 


	
  Type of Option:

  	
   

  	
  Non-Qualified Stock Option

  
	
   

  	
   

  	
   

  
	
  Vesting
  Schedule:

  	
   

  	
  This Option shall
  become vested and exercisable with respect to all of the shares subject to
  the Option on the first anniversary of the Grant Date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The shares subject to
  this Option shall vest on an accelerated basis in the event of the occurrence
  of a Change of Control as described in Section 3.1(c) of the Stock
  Option Agreement.

  



 


By his
or her signature, the Participant agrees to be bound by the terms and
conditions of the Plan, the Stock Option Agreement and this Grant Notice.  The Participant has reviewed the Stock Option
Agreement, the Plan and this Grant Notice in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Grant
Notice and fully understands all provisions of this Grant Notice, the Stock
Option Agreement and the Plan. 
Participant hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee upon any questions arising under
the Plan or relating to the Option.


 


	
  SYMMETRICOM,
  INC.

  	
   

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  Print Name:

  	
   

  
	
  Title:

  	
  CFO

  	
   

  	
   

  	
   

  
	
  Address:

  	
  2300 Orchard Parkway

  	
   

  	
  Address:

  	
   

  
	
   

  	
  San Jose, CA 95131-1017

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT A


 


TO STOCK OPTION GRANT NOTICE


 


STOCK OPTION AGREEMENT


 


Pursuant
to the Stock Option Grant Notice (the “Grant Notice”) to which
this Stock Option Agreement (this “Agreement”) is attached,
Symmetricom, Inc., a Delaware corporation (the “Company”), has
granted to the Participant an option under the Company’s 2006 Incentive Award
Plan (the “Plan”) to purchase the number of shares of
Stock indicated in the Grant Notice.


 


ARTICLE I.


 


GENERAL


 


1.1                                 Defined
Terms.  Wherever the following terms
are used in this Agreement they shall have the meanings specified below, unless
the context clearly indicates otherwise. 
Capitalized terms not specifically defined herein shall have the
meanings specified in the Plan and the Grant Notice.


 


(a)      “Administrator” shall mean the Board
or the Committee responsible for conducting the general administration of the
Plan in accordance with Article 12 of the Plan; provided that if the
Participant is an Independent Director, “Administrator” shall mean the Board.


 


(b)      “Termination of Consultancy” shall
mean the time when the engagement of the Participant as a Consultant to the Company
or a Subsidiary is terminated for any reason, with or without cause, including,
but not by way of limitation, by resignation, discharge, death or retirement,
but excluding:  (a) terminations
where there is a simultaneous employment or continuing employment of the
Participant by the Company or any Subsidiary, and (b) terminations where
there is a simultaneous re-establishment of a consulting relationship or
continuing consulting relationship between the Participant and the Company or
any Subsidiary.  The Administrator, in
its absolute discretion, shall determine the effect of all matters and
questions relating to Termination of Consultancy, including, but not by way of
limitation, the question of whether a particular leave of absence constitutes a
Termination of Consultancy. 
Notwithstanding any other provision of the Plan, the Company or any
Subsidiary has an absolute and unrestricted right to terminate a Consultant’s
service at any time for any reason whatsoever, with or without cause, except to
the extent expressly provided otherwise in writing.


 


(c)      “Termination of Directorship” shall
mean the time when the Participant, if he or she is or becomes an Independent
Director, ceases to be a Director for any reason, including, but not by way of
limitation, a termination by resignation, failure to be elected, death or
retirement.  The Board, in its sole and
absolute discretion, shall determine the effect of all matters and questions
relating to Termination of Directorship with respect to Independent Directors.


 


(d)      “Termination of Employment” shall
mean the time when the employee-employer relationship between the Participant
and the Company or any Subsidiary is terminated for any reason, with or without
cause, including, but not by way of limitation, a termination by resignation,
discharge, death, disability or retirement; but excluding:  (a) terminations where there is a
simultaneous reemployment or continuing employment of the Participant by the
Company or any Subsidiary, and (b) terminations where there is a
simultaneous establishment of a consulting relationship or continuing
consulting relationship between the Participant and the Company or any
Subsidiary.  The Administrator, in its
absolute discretion, shall determine the effect of all matters and questions
relating to Termination of 


 


A-1

















 


Employment, including, but not by way of limitation, the question of
whether a particular leave of absence constitutes a Termination of Employment.


 


(e)      “Termination of Services” shall mean
the Participant’s Termination of Consultancy, Termination of Directorship or
Termination of Employment, as applicable.


 


1.2                                 Incorporation
of Terms of Plan.  The Option is
subject to the terms and conditions of the Plan which are incorporated herein
by reference.  In the event of any
inconsistency between the Plan and this Agreement, the terms of the Plan shall
control.


 


ARTICLE II.


 


GRANT OF OPTION


 


2.1                                 Grant
of Option.  In consideration of the
Participant’s past and/or continued employment with or service to the Company
or a Subsidiary and for other good and valuable consideration, effective as of
the Grant Date set forth in the Grant Notice (the “Grant
Date”), the Company irrevocably grants to the Participant the Option
to purchase any part or all of an aggregate of the number of shares of Stock
set forth in the Grant Notice, upon the terms and conditions set forth in the
Plan and this Agreement.  As designated
in the Grant Notice, the Option shall be treated as a Non-Qualified Stock Option.


 


2.2                                 Exercise
Price.  The exercise price of the
shares of Stock subject to the Option shall be as set forth in the Grant
Notice, without commission or other charge; provided,
however, that the price per share
of the shares of Stock subject to the Option shall not be less than 100% of the
Fair Market Value of a share of Stock on the Grant Date.


 


2.3                                 Consideration
to the Company.  In consideration of
the grant of the Option by the Company, the Participant agrees to render
faithful and efficient services to the Company or any Subsidiary.  Nothing in the Plan or this Agreement shall
confer upon the Participant any right to continue in the employ or service of
the Company or any Subsidiary or shall interfere with or restrict in any way
the rights of the Company and its Subsidiaries, which rights are hereby
expressly reserved, to discharge or terminate the services of the Participant
at any time for any reason whatsoever, with or without Cause, except to the
extent expressly provided otherwise in a written agreement between the Company
or a Subsidiary and the Participant.


 


ARTICLE III.


 


PERIOD OF EXERCISABILITY


 


3.1                                 Commencement
of Exercisability.


 


(a)      Subject
to Sections 3.2, 3.3, 5.8 and 5.10, the Option shall become vested and
exercisable in such amounts and at such times as are set forth in the Grant
Notice.


 


(b)      No
portion of the Option which has not become vested and exercisable at the date
of the Participant’s Termination of Employment, Termination of Directorship or
Termination of Consultancy shall thereafter become vested and exercisable,
except as may be otherwise provided by the Administrator or as set forth in a
written agreement between the Company and the Participant.


 


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(c)      Notwithstanding
Sections 3.1(a) and 3.1(b), in the event of the occurrence of a Change of
Control, the Option shall become fully vested and exercisable.


 


3.2                                 Duration
of Exercisability.  The installments
provided for in the vesting schedule set forth in the Grant Notice are cumulative.  Each such installment which becomes vested
and exercisable pursuant to the vesting schedule set forth in the Grant Notice
shall remain vested and exercisable until it becomes unexercisable under Section 3.3.


 


3.3                                 Expiration
of Option.  The Option may not be
exercised to any extent by anyone after the first to occur of the following
events:


 


(a)      The
expiration of seven years from the Grant Date;


 


(b)      The
expiration of three months from the date of the Participant’s Termination of
Services, unless such termination occurs by reason of the Participant’s death
or Disability; or


 


(c)      The
expiration of one year from the date of the Participant’s Termination of
Services by reason of the Participant’s death or Disability.


 


ARTICLE IV.


 


EXERCISE OF OPTION


 


4.1                                 Person
Eligible to Exercise.  Except as
provided in Sections 5.2(b) and 5.2(c), during the lifetime of the
Participant, only the Participant may exercise the Option or any portion
thereof.  After the death of the
Participant, any exercisable portion of the Option may, prior to the time when
the Option becomes unexercisable under Section 3.3, be exercised by the
Participant’s personal representative or by any person empowered to do so under
the deceased the Participant’s will or under the then applicable laws of
descent and distribution.


 


4.2                                 Partial
Exercise.  Any exercisable portion of
the Option or the entire Option, if then wholly exercisable, may be exercised
in whole or in part at any time prior to the time when the Option or portion
thereof becomes unexercisable under Section 3.3.


 


4.3                                 Manner
of Exercise.  The Option, or any
exercisable portion thereof, may be exercised solely by delivery to the
Secretary of the Company (or any third party administrator or other person or
entity designated by the Company) of all of the following prior to the time
when the Option or such portion thereof becomes unexercisable under Section 3.3:


 


(a)      An
Exercise Notice in a form specified by the Administrator, stating that the
Option or portion thereof is thereby exercised, such notice complying with all
applicable rules established by the Administrator;


 


(b)      The
receipt by the Company of full payment for the shares of Stock with respect to
which the Option or portion thereof is exercised, including payment of any
applicable withholding tax, which may be in one or more of the forms of
consideration permitted under Section 4.4;


 


(c)      Any
other written representations as may be required in the Administrator’s
reasonable discretion to evidence compliance with the Securities Act or any
other applicable law rule, or regulation; and


 


A-3

















 


(d)      In
the event the Option or portion thereof shall be exercised pursuant to Section 4.1
by any person or persons other than the Participant, appropriate proof of the
right of such person or persons to exercise the Option.


 


Notwithstanding any of the foregoing, the Company
shall have the right to specify all conditions of the manner of exercise, which
conditions may vary by country and which may be subject to change from time to
time.


 


4.4                                 Method
of Payment.  Payment of the exercise
price shall be by any of the following, or a combination thereof, at the
election of the Participant:


 


(a)      Cash;


 


(b)      Check;


 


(c)      With
the consent of the Administrator, delivery of a notice that the Participant has
placed a market sell order with a broker with respect to shares of Stock then
issuable upon exercise of the Option, and that the broker has been directed to
pay a sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the aggregate exercise price; provided,
that payment of such proceeds is then made to the Company upon settlement of
such sale;


 


(d)      With
the consent of the Administrator, surrender of other shares of Stock which (A) have
been held for such period of time as the Administrator may require in order to
avoid adverse accounting consequences, and (B) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the shares of
Stock with respect to which the Option or portion thereof is being exercised;


 


(e)      With
the consent of the Administrator, surrendered shares of Stock issuable upon the
exercise of the Option having a Fair Market Value on the date of exercise equal
to the aggregate exercise price of the shares of Stock with respect to which
the Option or portion thereof is being exercised; or


 


(f)       With
the consent of the Administrator, property of any kind which constitutes good
and valuable consideration.


 


4.5                                 Conditions
to Issuance of Stock Certificates. 
The shares of Stock deliverable upon the exercise of the Option, or any
portion thereof, may be either previously authorized but unissued shares of
Stock or issued shares of Stock which have then been reacquired by the
Company.  Such shares of Stock shall be
fully paid and nonassessable.  The
Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or
portion thereof prior to fulfillment of all of the following conditions:


 


(a)      The
admission of such shares of Stock to listing on all stock exchanges on which
such Stock is then listed;


 


(b)      The
completion of any registration or other qualification of such shares of Stock
under any state or federal law or under rulings or regulations of the Securities
and Exchange Commission or of any other governmental regulatory body, which the
Administrator shall, in its absolute discretion, deem necessary or advisable;


 


A-4

















 


(c)      The
obtaining of any approval or other clearance from any state or federal
governmental agency which the Administrator shall, in its absolute discretion,
determine to be necessary or advisable;


 


(d)      The
receipt by the Company of full payment for such shares of Stock, including
payment of any applicable withholding tax, which may be in one or more of the
forms of consideration permitted under Section 4.4; and


 


(e)      The
lapse of such reasonable period of time following the exercise of the Option as
the Administrator may from time to time establish for reasons of administrative
convenience.


 


4.6                                 Rights
as Stockholder.  The holder of the
Option shall not be, nor have any of the rights or privileges of, a stockholder
of the Company in respect of any shares of Stock purchasable upon the exercise
of any part of the Option unless and until such shares of Stock shall have been
issued by the Company to such holder (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the
Company).  No adjustment will be made for
a dividend or other right for which the record date is prior to the date the
shares of Stock are issued, except as provided in Section 11.2 of the
Plan.


 


ARTICLE V.


 


OTHER PROVISIONS


 


5.1                                 Administration.  The Administrator shall have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules.  All actions taken and all interpretations and
determinations made by the Administrator in good faith shall be final and
binding upon Participant, the Company and all other interested persons.  No member of the Committee or the Board shall
be personally liable for any action, determination or interpretation made in
good faith with respect to the Plan, this Agreement or the Option.


 


5.2                                 Option
Not Transferable.


 


(a)      Subject
to Section 5.2(b), the Option may not be sold, pledged, assigned or
transferred in any manner other than by will or the laws of descent and
distribution, unless and until the shares of Stock underlying the Option have
been issued, and all restrictions applicable to such shares of Stock have
lapsed.  Neither the Option nor any
interest or right therein shall be liable for the debts, contracts or
engagements of Participant or his or her successors in interest or shall be
subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect, except to the extent that such
disposition is permitted by the preceding sentence.


 


(b)      Notwithstanding
any other provision in this Agreement, with the consent of the Administrator,
the Participant may transfer the Option (or any portion thereof) to any one or
more Permitted Transferees (as defined below), subject to the following terms
and conditions:  (i) any portion of
the Option transferred to a Permitted Transferee shall not be assignable or
transferable by the Permitted Transferee other than by will or the laws of
descent and distribution; (ii) any portion of the Option which is
transferred to a Permitted Transferee shall continue to be subject to all the
terms and conditions of the Option as applicable to the Participant (other than
the ability to further transfer the Option); and (iii) the Participant


 


A-5

















 


and the Permitted Transferee shall execute any and all documents
requested by the Administrator, including, without limitation documents to (A) confirm
the status of the transferee as a Permitted Transferee, (B) satisfy any
requirements for an exemption for the transfer under applicable federal and
state securities laws and (C) evidence the transfer.  For purposes of this Section 5.2(b), “Permitted
Transferee” shall mean, with respect to a Participant, any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person
sharing the Participant’s household (other than a tenant or employee), a trust
in which these persons (or the Participant) control the management of assets,
and any other entity in which these persons (or the Participant) own more than
fifty percent of the voting interests, or any other transferee specifically
approved by the Administrator after taking into account any state or federal
tax or securities laws applicable to transferable Options.


 


(c)      Unless
transferred to a Permitted Transferee in accordance with Section 5.2(b),
during the lifetime of Participant, only Participant may exercise the Option or
any portion thereof.  Subject to such
conditions and procedures as the Administrator may require, a Permitted
Transferee may exercise the Option or any portion thereof during Participant’s
lifetime.  After the death of
Participant, any exercisable portion of the Option may, prior to the time when
the Option becomes unexercisable under Section 3.3, be exercised by
Participant’s personal representative or by any person empowered to do so under
the deceased Participant’s will or under the then applicable laws of descent
and distribution.


 


5.3                                 Adjustments.  The Participant acknowledges that the Option
is subject to modification and termination in certain events as provided in
this Agreement and Article 11 of the Plan.


 


5.4                                 Notices.  Any notice to be given under the terms of
this Agreement to the Company shall be addressed to the Company in care of the
Secretary of the Company at the address given beneath the signature of the
Company’s authorized officer on the Grant Notice, and any notice to be given to
Participant shall be addressed to Participant at the address given beneath
Participant’s signature on the Grant Notice. 
By a notice given pursuant to this Section 5.4, either party may
hereafter designate a different address for notices to be given to that
party.  Any notice which is required to
be given to Participant shall, if Participant is then deceased, be given to the
person entitled to exercise his or her Option pursuant to Section 4.1 by
written notice under this Section 5.4. 
Any notice shall be deemed duly given when sent via email or when sent
by certified mail (return receipt requested) and deposited (with postage
prepaid) in a post office or branch post office regularly maintained by the
United States Postal Service.


 


5.5                                 Titles.  Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


5.6                                 Governing
Law; Severability.  The laws of the
State of Delaware shall govern the interpretation, validity, administration,
enforcement and performance of the terms of this Agreement regardless of the
law that might be applied under principles of conflicts of laws.


 


5.7                                 Conformity
to Securities Laws.  The Participant
acknowledges that the Plan and this Agreement are intended to conform to the
extent necessary with all provisions of the Securities Act and the Exchange Act
and any and all regulations and rules promulgated by the Securities and
Exchange Commission thereunder, and state securities laws and regulations.  Notwithstanding anything herein to the
contrary, the Plan shall be administered, and the Option is granted and may be
exercised, only in such a manner as to conform to such laws, rules and
regulations.  To the extent permitted by
applicable law, the Plan and this Agreement shall be deemed amended to the
extent necessary to conform to such laws, rules and regulations.


 


A-6

















 


5.8                                 Amendments,
Suspension and Termination.  To the
extent permitted by the Plan, this Agreement may be wholly or partially amended
or otherwise modified, suspended or terminated at any time or from time to time
by the Committee or the Board, provided,
that, except as may otherwise be provided by the Plan, no amendment,
modification, suspension or termination of this Agreement shall adversely
affect the Option in any material way without the prior written consent of the
Participant.


 


5.9                                 Successors
and Assigns.  The Company may assign
any of its rights under this Agreement to single or multiple assignees, and
this Agreement shall inure to the benefit of the successors and assigns of the
Company.  Subject to the restrictions on
transfer herein set forth in Section 5.2, this Agreement shall be binding
upon Participant and his or her heirs, executors, administrators, successors
and assigns.


 


5.10                           Limitations
Applicable to Section 16 Persons. 
Notwithstanding any other provision of the Plan or this Agreement, if
Participant is subject to Section 16 of the Exchange Act, the Plan, the
Option and this Agreement shall be subject to any additional limitations set
forth in any applicable exemptive rule under Section 16 of the
Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act)
that are requirements for the application of such exemptive rule.  To the extent permitted by applicable law,
this Agreement shall be deemed amended to the extent necessary to conform to
such applicable exemptive rule.


 


5.11                           Not
a Contract of Employment.  Nothing in
this Agreement or in the Plan shall confer upon the Participant any right to
continue to serve as an employee or other service provider of the Company or
any of its Subsidiaries.


 


5.12                           Entire
Agreement.  The Plan, the Grant Notice
and this Agreement (including all Exhibits thereto) constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Participant with respect to the subject
matter hereof.


 


5.13                           Section 409A.  Notwithstanding any other provision of the
Plan, this Agreement or the Grant Notice, the Plan, this Agreement and the
Grant Notice shall be interpreted in accordance with, and incorporate the terms
and conditions required by, Section 409A of the U.S. Internal Revenue Code
of 1986, as amended (together with any Department
of Treasury regulations and other interpretive guidance issued thereunder,
including without limitation any such regulations or other guidance that may be
issued after the date hereof, “Section 409A”).   The Committee
may, in its discretion, adopt such amendments to the Plan, this
Agreement or the Grant Notice or adopt
other policies and procedures (including amendments, policies and procedures
with retroactive effect), or take any other actions, as the Committee
determines are necessary or appropriate to comply with the requirements of Section 409A.


 


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SYMMETRICOM, INC.


 


2006 INCENTIVE AWARD PLAN




STOCK OPTION GRANT NOTICE AND 

STOCK OPTION AGREEMENT


 


Symmetricom, Inc.,
a Delaware corporation (the “Company”), pursuant
to its 2006 Incentive Award Plan (the “Plan”), hereby
grants to the holder listed below (“Participant”), an
option to purchase the number of shares of the Company’s common stock, par
value $0.0001 (“Stock”), set forth below (the
“Option”).  This
Option is subject to all of the terms and conditions set forth herein and in
the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the
Plan, which are incorporated herein by reference.  Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Grant Notice
and the Stock Option Agreement.


 


	
  Participant:

  	
   

  
	
  Grant Date:

  	
   

  
	
   

  	
   

  
	
  Exercise Price per Share:

  	
   

  
	
   

  	
   

  
	
  Total Exercise Price:

  	
   

  
	
   

  	
   

  
	
  Total Number of Shares

  	
   

  
	
  Subject to the Option:

  	
  shares

  
	
   

  	
   

  
	
  Expiration Date:

  	
   

  



 


Type of Option:                                                     o   Incentive Stock Option    x  Non-Qualified Stock Option


 


Vesting Schedule:                                           Twenty-five
percent (25%) of the total number of shares subject to the Option shall become
vested and exercisable on the first anniversary of the Grant Date; another
twenty-five percent (25%) of the total number of shares subject to the Option
shall become vested and exercisable on the second anniversary of the Grant
Date; and the remaining fifty percent (50%) of the total number of shares
subject to the Option shall become vested and exercisable on the third
anniversary of the Grant Date, so that the Option is 100% vested and
exercisable on the third anniversary of the Grant Date.


 


By his or her
signature, the Participant agrees to be bound by the terms and conditions of
the Plan, the Stock Option Agreement and this Grant Notice.  The Participant has reviewed the Stock Option
Agreement, the Plan and this Grant Notice in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Grant
Notice and fully understands all provisions of this Grant Notice, the Stock
Option Agreement and the Plan. 
Participant hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee upon any questions arising under
the Plan or relating to the Option.


 


	
  SYMMETRICOM, INC.

  	
  PARTICIPANT

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  Print Name:

  	
   

  
	
  Title:

  	
  CFO

  	
   

  	
   

  	
   

  
	
  Address: 

  	
  2300 Orchard Parkway

  	
  Address:

  	
   

  
	
   

  	
  San Jose, CA  95131-1017

  	
   

  	
   

  



 

















 


EXHIBIT A


 


TO STOCK OPTION GRANT NOTICE




STOCK OPTION AGREEMENT


 


Pursuant to
the Stock Option Grant Notice (the “Grant Notice”) to which
this Stock Option Agreement (this “Agreement”) is attached,
Symmetricom, Inc., a Delaware corporation (the “Company”), has
granted to the Participant an option under the Company’s 2006 Incentive Award
Plan (the “Plan”) to purchase the number of shares of
Stock indicated in the Grant Notice.


 


ARTICLE
I.


 


GENERAL


 


1.1                                 Defined Terms. 
Wherever the following terms are used in this Agreement they shall have
the meanings specified below, unless the context clearly indicates otherwise.  Capitalized terms not specifically defined
herein shall have the meanings specified in the Plan and the Grant Notice.


 


(a)                                  “Administrator”
shall mean the Board or the Committee responsible for conducting the general
administration of the Plan in accordance with Article 12 of the Plan;
provided that if the Participant is an Independent Director, “Administrator”
shall mean the Board.


 


(b)                                 “Termination
of Consultancy” shall mean the time when the engagement of the
Participant as a Consultant to the Company or a Subsidiary is terminated for
any reason, with or without cause, including, but not by way of limitation, by
resignation, discharge, death or retirement, but excluding:  (a) terminations where there is a
simultaneous employment or continuing employment of the Participant by the
Company or any Subsidiary, and (b) terminations where there is a
simultaneous re-establishment of a consulting relationship or continuing
consulting relationship between the Participant and the Company or any
Subsidiary.  The Administrator, in its
absolute discretion, shall determine the effect of all matters and questions
relating to Termination of Consultancy, including, but not by way of
limitation, the question of whether a particular leave of absence constitutes a
Termination of Consultancy. 
Notwithstanding any other provision of the Plan, the Company or any
Subsidiary has an absolute and unrestricted right to terminate a Consultant’s
service at any time for any reason whatsoever, with or without cause, except to
the extent expressly provided otherwise in writing.


 


(c)                                  “Termination
of Directorship” shall mean the time when the Participant, if he
or she is or becomes an Independent Director, ceases to be a Director for any
reason, including, but not by way of limitation, a termination by resignation,
failure to be elected, death or retirement. 
The Board, in its sole and absolute discretion, shall determine the
effect of all matters and questions relating to Termination of Directorship
with respect to Independent Directors.


 


(d)                                 “Termination
of Employment” shall mean the time when the employee-employer
relationship between the Participant and the Company or any Subsidiary is
terminated for any reason, with or without cause, including, but not by way of
limitation, a termination by resignation, discharge, death, disability or
retirement; but excluding:  (a) terminations
where there is a simultaneous reemployment or continuing employment of the
Participant by the Company or any Subsidiary, and (b) terminations where
there is a simultaneous establishment of a consulting relationship or
continuing consulting relationship between the Participant and the Company or
any Subsidiary.  The Administrator, in
its absolute discretion, shall determine the effect of all matters and
questions relating to Termination of Employment, including, but not by way of
limitation, the question of whether a particular leave of 


 


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absence constitutes a Termination of
Employment; provided, however, that, if this Option is an Incentive Stock
Option, unless otherwise determined by the Administrator in its discretion, a
leave of absence, change in status from an employee to an independent
contractor or other change in the employee-employer relationship shall constitute
a Termination of Employment if, and to the extent that, such leave of absence,
change in status or other change interrupts employment for the purposes of Section 422(a)(2) of
the Code and the then applicable regulations and revenue rulings under said
Section.


 


(e)                                  “Termination
of Services” shall mean the Participant’s Termination of
Consultancy, Termination of Directorship or Termination of Employment, as
applicable.


 


1.2                                 Incorporation of Terms of Plan. 
The Option is subject to the terms and conditions of the Plan which are
incorporated herein by reference.  In the
event of any inconsistency between the Plan and this Agreement, the terms of
the Plan shall control.


 


ARTICLE
II.


 


GRANT OF
OPTION


 


2.1                                 Grant of Option. 
In consideration of the Participant’s past and/or continued employment
with or service to the Company or a Subsidiary and for other good and valuable
consideration, effective as of the Grant Date set forth in the Grant Notice
(the “Grant Date”), the
Company irrevocably grants to the Participant the Option to purchase any part
or all of an aggregate of the number of shares of Stock set forth in the Grant
Notice, upon the terms and conditions set forth in the Plan and this
Agreement.  Unless designated as a
Non-Qualified Stock Option in the Grant Notice, the Option shall be an
Incentive Stock Option to the maximum extent permitted by law.


 


2.2                                 Exercise Price. 
The exercise price of the shares of Stock subject to the Option shall be
as set forth in the Grant Notice, without commission or other charge; provided, however,
that the price per share of the shares of Stock subject to the Option shall not
be less than 100% of the Fair Market Value of a share of Stock on the Grant
Date.  Notwithstanding the foregoing, if
this Option is designated as an Incentive Stock Option and the Participant owns
(within the meaning of Section 424(d) of the Code) more than 10% of
the total combined voting power of all classes of stock of the Company or any “subsidiary
corporation” of the Company or any “parent corporation” of the Company (each
within the meaning of Section 424 of the Code), the price per share of the
shares of Stock subject to the Option shall not be less than 110% of the Fair
Market Value of a share of Stock on the Grant Date.


 


2.3                                 Consideration to the Company. 
In consideration of the grant of the Option by the Company, the
Participant agrees to render faithful and efficient services to the Company or
any Subsidiary.  Nothing in the Plan or
this Agreement shall confer upon the Participant any right to continue in the
employ or service of the Company or any Subsidiary or shall interfere with or
restrict in any way the rights of the Company and its Subsidiaries, which
rights are hereby expressly reserved, to discharge or terminate the services of
the Participant at any time for any reason whatsoever, with or without cause,
except to the extent expressly provided otherwise in a written agreement
between the Company or a Subsidiary and the Participant.


 


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ARTICLE
III.


 


PERIOD
OF EXERCISABILITY


 


3.1                                 Commencement of Exercisability.


 


(a)                                  Subject to Sections 3.2, 3.3, 5.8
and 5.11, the Option shall become vested and exercisable in such amounts and at
such times as are set forth in the Grant Notice.


 


(b)                                 No portion of the Option which has
not become vested and exercisable at the date of the Participant’s Termination
of Employment, Termination of Directorship or Termination of Consultancy shall
thereafter become vested and exercisable, except as may be otherwise provided
by the Administrator or as set forth in a written agreement between the Company
and the Participant.


 


(c)                                  Notwithstanding Sections 3.1(a) and
3.1(b), pursuant to Section 11.3 of the Plan, the Option shall become
fully vested and exercisable in the event of a Change in Control, in connection
with which the successor corporation does not assume the Option or substitute
an equivalent right for the Option. 
Should the successor corporation assume the Option or substitute an
equivalent right, then no such acceleration shall apply.


 


3.2                                 Duration of Exercisability. 
The installments provided for in the vesting schedule set forth in the
Grant Notice are cumulative.  Each such
installment which becomes vested and exercisable pursuant to the vesting
schedule set forth in the Grant Notice shall remain vested and exercisable
until it becomes unexercisable under Section 3.3.


 


3.3                                 Expiration of Option. 
The Option may not be exercised to any extent by anyone after the first
to occur of the following events:


 


(a)                                  The expiration of seven years from
the Grant Date;


 


(b)                                 If this Option is designated as an
Incentive Stock Option and the Participant owned (within the meaning of Section 424(d) of
the Code), at the time the Option was granted, more than 10% of the total combined
voting power of all classes of stock of the Company or any “subsidiary
corporation” of the Company or any “parent corporation” of the Company (each
within the meaning of Section 424 of the Code), the expiration of five
years from the Grant Date;


 


(c)                                  The expiration of three months from
the date of the Participant’s Termination of Services, unless such termination
occurs by reason of the Participant’s death or Disability; or


 


(d)                                 The expiration of one year from the
date of the Participant’s Termination of Services by reason of the Participant’s
death or Disability.


 


The
Participant acknowledges that an Incentive Stock Option exercised more that
three months after the Participant’s Termination of Employment, other than by
reason of death or Disability, will be taxed as a Non-Qualified Stock Option.


 


3.4                                 Special Tax Consequences. 
The Participant acknowledges that, to the extent that the aggregate Fair
Market Value (determined as of the time the Option is granted) of all shares of
Stock with respect to which Incentive Stock Options, including the Option, are
exercisable for the first time by the Participant in any calendar year exceeds
$100,000, the Option and such other options shall be Non-Qualified Stock
Options to the extent necessary to comply with the limitations imposed by Section 422(d) 


 


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of the Code. 
The Participant further acknowledges that the rule set forth in the
preceding sentence shall be applied by taking the Option and other “incentive
stock options” into account in the order in which they were granted, as
determined under Section 422(d) of the Code and the Treasury
Regulations thereunder.


 


ARTICLE
IV.


 


EXERCISE
OF OPTION


 


4.1                                 Person Eligible to Exercise. 
Except as provided in Sections 5.2(b) and 5.2(c), during the
lifetime of the Participant, only the Participant may exercise the Option or
any portion thereof.  After the death of
the Participant, any exercisable portion of the Option may, prior to the time
when the Option becomes unexercisable under Section 3.3, be exercised by
the Participant’s personal representative or by any person empowered to do so
under the deceased the Participant’s will or under the then applicable laws of
descent and distribution.


 


4.2                                 Partial Exercise. 
Any exercisable portion of the Option or the entire Option, if then
wholly exercisable, may be exercised in whole or in part at any time prior to
the time when the Option or portion thereof becomes unexercisable under Section 3.3.


 


4.3                                 Manner of Exercise. 
The Option, or any exercisable portion thereof, may be exercised solely
by delivery to the Secretary of the Company (or any third party administrator
or other person or entity designated by the Company) of all of the following
prior to the time when the Option or such portion thereof becomes unexercisable
under Section 3.3:


 


(a)                                  An Exercise Notice in a form
specified by the Administrator, stating that the Option or portion thereof is
thereby exercised, such notice complying with all applicable rules established
by the Administrator;


 


(b)                                 The receipt by the Company of full
payment for the shares of Stock with respect to which the Option or portion
thereof is exercised, including payment of any applicable withholding tax,
which may be in one or more of the forms of consideration permitted under Section 4.4;


 


(c)                                  Any other written representations as
may be required in the Administrator’s reasonable discretion to evidence
compliance with the Securities Act or any other applicable law rule, or
regulation; and


 


(d)                                 In the event the Option or portion
thereof shall be exercised pursuant to Section 4.1 by any person or
persons other than the Participant, appropriate proof of the right of such
person or persons to exercise the Option.


 


Notwithstanding any of the foregoing, the Company shall have the right
to specify all conditions of the manner of exercise, which conditions may vary
by country and which may be subject to change from time to time.


 


4.4                                 Method of Payment. 
Payment of the exercise price shall be by any of the following, or a
combination thereof, at the election of the Participant:


 


(a)                                  Cash;


 


(b)                                 Check;


 


A-4

















 


(c)                                  With the consent of the
Administrator, delivery of a notice that the Participant has placed a market
sell order with a broker with respect to shares of Stock then issuable upon
exercise of the Option, and that the broker has been directed to pay a
sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the aggregate exercise price; provided,
that payment of such proceeds is then made to the Company upon settlement of
such sale;


 


(d)                                 With the consent of the
Administrator, surrender of other shares of Stock which (A) have been held
for such period of time as the Administrator may require in order to avoid
adverse accounting consequences, and (B) have a Fair Market Value on the
date of surrender equal to the aggregate exercise price of the shares of Stock
with respect to which the Option or portion thereof is being exercised;


 


(e)                                  With the consent of the
Administrator, surrendered shares of Stock issuable upon the exercise of the
Option having a Fair Market Value on the date of exercise equal to the
aggregate exercise price of the shares of Stock with respect to which the
Option or portion thereof is being exercised; or


 


(f)                                    With the consent of the
Administrator, property of any kind which constitutes good and valuable
consideration.


 


4.5                                 Conditions to Issuance of Stock
Certificates.  The shares of Stock deliverable upon the
exercise of the Option, or any portion thereof, may be either previously
authorized but unissued shares of Stock or issued shares of Stock which have
then been reacquired by the Company. 
Such shares of Stock shall be fully paid and nonassessable.  The Company shall not be required to issue or
deliver any shares of Stock purchased
upon the exercise of the Option or portion thereof prior to fulfillment of all
of the following conditions:


 


(a)                                  The admission of such shares of
Stock to listing on all stock exchanges on which such Stock is then listed;


 


(b)                                 The completion of any registration
or other qualification of such shares of Stock under any state or federal law
or under rulings or regulations of the Securities and Exchange Commission or of
any other governmental regulatory body, which the Administrator shall, in its
absolute discretion, deem necessary or advisable;


 


(c)                                  The obtaining of any approval or
other clearance from any state or federal governmental agency which the
Administrator shall, in its absolute discretion, determine to be necessary or
advisable;


 


(d)                                 The receipt by the Company of full
payment for such shares of Stock, including payment of any applicable
withholding tax, which may be in one or more of the forms of consideration
permitted under Section 4.4; and


 


(e)                                  The lapse of such reasonable period
of time following the exercise of the Option as the Administrator may from time
to time establish for reasons of administrative convenience.


 


4.6                                 Rights as Stockholder. 
The holder of the Option shall not be, nor have any of the rights or
privileges of, a stockholder of the Company in respect of any shares of Stock
purchasable upon the exercise of any part of the Option unless and until such
shares of Stock shall have been issued by the Company to such holder (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company). 
No adjustment will be made for a dividend or other right for 


 


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which the record date is prior to the date
the shares of Stock are issued, except as provided in Section 11.2 of the
Plan.


 


ARTICLE
V.


 


OTHER
PROVISIONS


 


5.1                                 Administration. 
The Administrator shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation
and application of the Plan as are consistent therewith and to interpret, amend
or revoke any such rules.  All actions
taken and all interpretations and determinations made by the Administrator in
good faith shall be final and binding upon Participant, the Company and all
other interested persons.  No member of
the Committee or the Board shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan,
this Agreement or the Option.


 


5.2                                 Option Not Transferable.


 


(a)                                  Subject to Section 5.2(b), the
Option may not be sold, pledged, assigned or transferred in any manner other
than by will or the laws of descent and distribution, unless and until the
shares of Stock underlying the Option have been issued, and all restrictions
applicable to such shares of Stock have lapsed. 
Neither the Option nor any interest or right therein shall be liable for
the debts, contracts or engagements of Participant or his or her successors in
interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect, except
to the extent that such disposition is permitted by the preceding sentence.


 


(b)                                 Notwithstanding
any other provision in this Agreement, with the consent of the Administrator
and to the extent the Option is not intended to qualify as an Incentive Stock
Option, the Participant may transfer the Option (or any portion thereof) to any
one or more Permitted Transferees (as defined below), subject to the following
terms and conditions:  (i) any
portion of the Option transferred to a Permitted Transferee shall not be
assignable or transferable by the Permitted Transferee other than by will or
the laws of descent and distribution; (ii) any portion of the Option which
is transferred to a Permitted Transferee shall continue to be subject to all
the terms and conditions of the Option as applicable to the Participant (other
than the ability to further transfer the Option); and (iii) the
Participant and the Permitted Transferee shall execute any and all documents
requested by the Administrator, including, without limitation documents to (A) confirm
the status of the transferee as a Permitted Transferee, (B) satisfy any requirements
for an exemption for the transfer under applicable federal and state securities
laws and (C) evidence the transfer. 
For purposes of this Section 5.2(b), “Permitted Transferee” shall
mean, with respect to a Participant, any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
Participant’s household (other than a tenant or employee), a trust in which
these persons (or the Participant) control the management of assets, and any
other entity in which these persons (or the Participant) own more than fifty
percent of the voting interests, or any other transferee specifically approved
by the Administrator after taking into account any state or federal tax or
securities laws applicable to transferable Options.


 


(c)                                  Unless transferred to a Permitted
Transferee in accordance with Section 5.2(b), during the lifetime of
Participant, only Participant may exercise the Option or any portion
thereof.  Subject to such conditions and
procedures as the Administrator may require, a Permitted Transferee may 


 


A-6

















 


exercise the Option or any portion thereof
during Participant’s lifetime.  After the
death of Participant, any exercisable portion of the Option may, prior to the
time when the Option becomes unexercisable under Section 3.3, be exercised
by Participant’s personal representative or by any person empowered to do so
under the deceased Participant’s will or under the then applicable laws of
descent and distribution.


 


5.3                                 Adjustments. 
The Participant acknowledges that the Option is subject to modification
and termination in certain events as provided in this Agreement and Article 11
of the Plan.


 


5.4                                 Notices. 
Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of the Secretary of the Company at
the address given beneath the signature of the Company’s authorized officer on
the Grant Notice, and any notice to be given to Participant shall be addressed
to Participant at the address given beneath Participant’s signature on the
Grant Notice.  By a notice given pursuant
to this Section 5.4, either party may hereafter designate a different
address for notices to be given to that party. 
Any notice which is required to be given to Participant shall, if
Participant is then deceased, be given to the person entitled to exercise his
or her Option pursuant to Section 4.1 by written notice under this Section 5.4.  Any notice shall be deemed duly given when
sent via email or when sent by certified mail (return receipt requested) and
deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service.


 


5.5                                 Titles. 
Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Agreement.


 


5.6                                 Governing Law; Severability. 
The laws of the State of Delaware shall govern the interpretation,
validity, administration, enforcement and performance of the terms of this
Agreement regardless of the law that might be applied under principles of
conflicts of laws.


 


5.7                                 Conformity to Securities Laws. 
The Participant acknowledges that the Plan and this Agreement are
intended to conform to the extent necessary with all provisions of the
Securities Act and the Exchange Act and any and all regulations and rules promulgated
by the Securities and Exchange Commission thereunder, and state securities laws
and regulations.  Notwithstanding
anything herein to the contrary, the Plan shall be administered, and the Option
is granted and may be exercised, only in such a manner as to conform to such
laws, rules and regulations.  To the
extent permitted by applicable law, the Plan and this Agreement shall be deemed
amended to the extent necessary to conform to such laws, rules and
regulations.


 


5.8                                 Amendments, Suspension and
Termination.  To the extent permitted by the Plan, this
Agreement may be wholly or partially amended or otherwise modified, suspended
or terminated at any time or from time to time by the Committee or the Board, provided, that, except as may otherwise
be provided by the Plan, no amendment, modification, suspension or termination
of this Agreement shall adversely affect the Option in any material way without
the prior written consent of the Participant.


 


5.9                                 Successors and Assigns. 
The Company may assign any of its rights under this Agreement to single
or multiple assignees, and this Agreement shall inure to the benefit of the
successors and assigns of the Company. 
Subject to the restrictions on transfer herein set forth in Section 5.2,
this Agreement shall be binding upon Participant and his or her heirs,
executors, administrators, successors and assigns.


 


5.10                           Notification of Disposition. 
If this Option is designated as an Incentive Stock Option, Participant
shall give prompt notice to the Company of any disposition or other transfer of
any shares of Stock acquired under this Agreement if such disposition or
transfer is made (a) within two years from the 


 


A-7

















 


Grant Date with respect to such shares of
Stock or (b) within one year after the transfer of such shares of Stock to
him.  Such notice shall specify the date
of such disposition or other transfer and the amount realized, in cash, other
property, assumption of indebtedness or other consideration, by Participant in
such disposition or other transfer.


 


5.11                           Limitations Applicable to Section 16
Persons.  Notwithstanding any other provision of the
Plan or this Agreement, if Participant is subject to Section 16 of the
Exchange Act, the Plan, the Option and this Agreement shall be subject to any
additional limitations set forth in any applicable exemptive rule under Section 16
of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange
Act) that are requirements for the application of such exemptive rule.  To the extent permitted by applicable law,
this Agreement shall be deemed amended to the extent necessary to conform to
such applicable exemptive rule.


 


5.12                           Not a Contract of Employment. 
Nothing in this Agreement or in the Plan shall confer upon the Participant
any right to continue to serve as an employee or other service provider of the
Company or any of its Subsidiaries.


 


5.13                           Entire Agreement. 
The Plan, the Grant Notice and this Agreement (including all Exhibits
thereto) constitute the entire agreement of the parties and supersede in their
entirety all prior undertakings and agreements of the Company and Participant
with respect to the subject matter hereof.


 


5.14                           Section 409A. 
Notwithstanding any other provision of the Plan, this Agreement or the
Grant Notice, the Plan, this Agreement and the Grant Notice shall be
interpreted in accordance with, and incorporate the terms and conditions
required by, Section 409A of the U.S. Internal Revenue Code of 1986, as
amended (together with any Department of
Treasury regulations and other interpretive guidance issued thereunder,
including without limitation any such regulations or other guidance that may be
issued after the date hereof, “Section 409A”).   The Committee
may, in its discretion, adopt such amendments to the Plan, this
Agreement or the Grant Notice or adopt
other policies and procedures (including amendments, policies and procedures
with retroactive effect), or take any other actions, as the Committee
determines are necessary or appropriate to comply with the requirements of Section 409A.


 


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