Exhibit 10.1


 


	
  Notice
  of Grant of Stock Options

  and Option Agreement

  	
  Marvell
  Technology Group LTD

  
	
  ID:
  77-0481679

  
	
  Argyle
  House, 41a Cedar Avenue

  
	
  P O Box HM
  1179

  
	
  Hamilton HM
  EX, Bermuda

  



 


	
  Name

  	
  Option
  Number:

  	
  00000000

  
	
  Address

  	
  Plan:

  	
  1995

  
	
  Address

  	
  ID:

  	
  0000

  



 


Effective XX/XX/XXXX,
you have been granted a(n) Non-Qualified Stock Option to buy XXXXX shares
of Marvell Technology Group LTD (the Company) stock at US$[Exercise Price] per
share.


 


The total option price of the shares granted
is $XX,XXX.XX.


 


Shares in each period will become fully
vested on the date shown. This Notice of Grant is subject to all of the terms
and conditions set forth herein, as well as the Stock Option Agreement, the
Appendix (which include the special provisions for Optionee’s country of
residence, if any), and the Plan, all of which are incorporated herein by
reference.  Capitalized terms used in
this Notice of Grant but not defined shall have the same meaning as provided in
the Plan.


 


	
  Shares

  	
   

  	
  Vest Type

  	
   

  	
  Full Vest

  	
   

  	
  Expiration

  	
   

  
	
  %% SHARES

  	
   

  	
  On Vest Date

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  %% SHARES

  	
   

  	
  Monthly

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


By signing this document, the Optionee acknowledges receipt of a copy
of the Plan, and agrees that (a) these Options are granted under and
governed by the terms and conditions of the Plan, the Stock Option Agreement,
and the Appendix (the special provisions for Optionee’s country of residence,
if any); (b) the Optionee has carefully read, fully understands and agrees
to all of the terms and conditions described in the attached Stock Option
Agreement, the Appendix, and the Plan; (c) the Optionee understands and
agrees that the Stock Option Agreement and Appendix, including any cover sheet
and attachments, constitute the entire understanding between the Optionee and
the Company regarding this grant, and that any prior agreements, commitments or
negotiations concerning this grant are replaced and superseded; and (d) the
Optionee has been given an opportunity to consult legal counsel with respect to
all matters relating to this grant prior to signing this cover sheet and that the
Optionee has either consulted such counsel or voluntarily declined to consult
such counsel.  The Stock Option Agreement,
the Appendix and prospectus are available on the Company’s website at
https://intranet/stockselfservice or by request from the Company’s Stock
Administration Department.  The Optionee
hereby agrees that these documents are deemed to be delivered to him or her.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  Marvell
  Technology Group LTD

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NAME

  	
   

  	
  Date

  



 
















 


MARVELL TECHNOLOGY GROUP LTD.


AMENDED AND RESTATED 1995 STOCK OPTION PLAN


 


STOCK OPTION AGREEMENT


 


1.                                       Grant
of Option. The Company hereby grants to the optionee named in the Notice of
Grant (the “Optionee”), the Option to purchase the Shares, at the exercise
price per Share set forth in the Notice of Grant (the “Exercise Price”) subject
to the terms, definitions and provisions of the Marvell Technology Group Ltd.
Amended and Restated 1995 Stock Option Plan, as the same may be amended from
time to time as set forth therein and herein (the “Plan”), which is
incorporated herein by reference. Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Stock Option
Agreement (the “Option Agreement”) and the Notice of Grant.


 


For U.S. tax
purposes, if designated in the Notice of Grant as an Incentive Stock Option,
this Option is intended to qualify as an Incentive Stock Option as defined in Section 422
of the Code. However, if this Option is intended to be an Incentive Stock
Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it
shall be treated as a Nonstatutory Stock Option.


 


2.                                       Exercise
of Option. This Option shall be exercisable during its term and shall vest
in accordance with the Vesting Schedule and with the provisions of Section 9
of the Plan as follows:


 


(i)                                     Right
to Exercise.


 


(a)          This Option may not be exercised for a
fraction of a Share.


 


(b)         In
the event of Optionee’s death, disability or other termination of Optionee’s
Continuous Service, the exercisability of this Option shall be governed by
Sections 5, 6 and 7 below.


 


(c)          In
no event may this Option be exercised after the date of expiration of the term
of this Option as set forth in the Notice of Grant.


 


(ii)                                  Method of Exercise.


 


(a)          Primarily,
options are to be exercised online through Marvell’s designated broker(s).  Marvell’s intranet has the contact
information for the current designated broker. 
In case Marvell’s designated broker is not used, or if the payment is
submitted directly to Marvell for cash exercise, options can be exercised by a
written notice (in the form attached as Exhibit A), which shall state the
election to exercise this Option, the number of Shares in respect of which this
Option is being exercised, and such other representations and agreements as to
as may reasonably be required by the Company. Such written notice shall be
signed by Optionee and shall be delivered in person or by certified mail to the
Stock Administration department of the Company. 
The written notice shall be accompanied by payment of the aggregate
Exercise Price for the number of Shares in respect of which the Option is being
exercised and any Tax Obligations (as defined in Section 11 below).  This Option shall be deemed to be exercised upon
receipt by the Company of such written notice accompanied by 


 

















 


the aggregate
Exercise Price for the number of Shares in respect of which the Option is being
exercised and any Tax Obligations (as defined in Section 11 below).


 


(b)         No
Shares will be issued pursuant to the exercise of an Option unless such
issuance and such exercise shall comply with all relevant applicable provisions
of law, whether foreign or domestic, and the requirements of any stock exchange
or interdealer quotation system upon which the Shares may then be listed or
traded. Assuming such compliance, for U.S. income tax purposes the Shares shall
be considered transferred to Optionee on the date on which this Option is
exercised with respect to such Shares.


 


(c)          If
this Option is being exercised by the representative of the Optionee, the
exercise notice shall be accompanied by proof (satisfactory to the Company) of
the representative’s right to exercise this Option.


 


3.                                       Payment.


 


(a)                                  Payment
of the Exercise Price shall be by any of the following, or a combination thereof,
at the election of Optionee: (i) cash, (ii) check, or (iii) irrevocable
directions to a designated broker appointed by the Company to sell all or a
portion of the Shares subject to the exercised Option, and to deliver to the
Company from the sale proceeds an amount sufficient to pay the Exercise Price
and any Tax Obligations (as defined in Section 11 below).  The balance of the sale proceeds, if any,
will be delivered to the Optionee in cash if all Shares were directed to be
sold, or in Shares if only a portion of the Shares were directed to be sold to
cover the Exercise Price and Tax Obligations (as defined in Section 11
below).  Regardless of the method of
payment of the Exercise Price, the exercise instructions must be received in a
form approved by the Administrator and Optionee must provide any other
documentation required by the Administrator at the time of exercise.


 


(b)                                 Neither
the Optionee nor the Optionee’s representative shall have any rights as a shareholder
with respect to any Shares subject to this Option until the Optionee or the Optionee’s
representative becomes entitled to receive such Shares by filing a notice of
exercise and paying the aggregate Exercise Price pursuant to Section 2
and Section 3(a).


 


4.                                       Restrictions
on Exercise. This Option may not be exercised if the issuance of Shares
upon such exercise or the method of payment of consideration for such shares
would constitute a violation of any applicable U.S. federal or state securities
or other foreign or local law or regulation, including any rule under Part 207
of Title 12 of the Code of Federal Regulations (“Regulation G”) as promulgated
by the Federal Reserve Board. 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.


 


5.                                       Termination
of Relationship. In the event an Optionee’s Continuous Service as an
Employee or Consultant terminates, Optionee may, to the extent this Option was
vested at the date of such termination (the “Termination Date”), exercise this
Option at any time during the 30 day period immediately following the
Termination Date. To the extent that Optionee was not vested in this Option at
the date of such termination, or if Optionee does not exercise this Option
within the time specified herein, this Option shall terminate.  For the purposes of this Option Agreement,
the period of 


 


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Continuous Service
will not be extended by any notice period mandated under local law and the
Termination Date will be the last date of active service.  Notwithstanding the foregoing, in no event
shall any Option be exercisable later than the Term/Expiration Date as provided
in the Notice of Grant.


 


6.                                       Disability
of Optionee. Notwithstanding the provisions of Section 5 above, in the
event of termination of an Optionee’s Continuous Service as an Employee or
Consultant as a result of his or her disability, as defined below, Optionee may,
but only within the six month period (or such other period of time in excess of
six months as is determined by the Administrator in its absolute discretion)
immediately following the Termination Date, exercise this Option to the extent
this Option was vested on the Termination Date.  To the extent that Optionee was not vested in
this Option at the date of termination, or if Optionee does not exercise this
Option within the time specified herein, this Option shall terminate, and the
Shares covered by this Option shall revert to the Plan. Notwithstanding the foregoing,
in no event shall any Option be exercisable later than the Expiration Date as
provided in the Notice of Grant.  For the
purposes of receiving treatment under this Section 6, “disability” shall
be defined as an inability to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months.  For the
purposes of administering the Plan, the Administrator shall determine whether
Optionee’s Continuous Service terminated due to disability as defined
hereunder.


 


7.                                       Death
of Optionee. Notwithstanding the provisions of Section 5 above, in the
event of termination of Optionee’s Continuous Service as an Employee or
Consultant as a result of the death of Optionee, this Option may be exercised
at any time within the 360 day period immediately following the date of death,
by Optionee’s estate or legal representative or by a person who acquired the
right to exercise this Option by bequest or inheritance, but only to the extent
Optionee could exercise this Option at the date of death.  Notwithstanding the foregoing, in no event
shall any Option be exercisable later than the Expiration Date as provided in
the Notice of Grant. To the extent that Optionee is not vested in this Option
at the date of death, or if this Option is not exercised within the time
specified herein, this Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.


 


8.                                       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 Optionee. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors and assigns of
Optionee.


 


9.                                       Term
of Option. This Option may be exercised only within the term set out in the
Notice of Grant, and may be exercised during such term only in accordance with
the Plan and the terms of this Option. The limitations set out in Section 8
of the Plan regarding Options designated as Incentive Stock Options that are
granted to more than ten percent (10%) shareholders shall apply to this Option.
All expiration periods set forth in this Option Agreement and the Plan shall
terminate at 5:00 p.m. California time on the date provided in this Option
Agreement or the Plan.


 


10.                                 Tax
Consequences. Optionee acknowledges that he or she has read the description
of tax consequences in the Plan Prospectus and has consulted his or her
personal tax advisor regarding the same to the extent he or she has determined
advisable. Optionee is not relying on the Company, or any 


 


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of its officers,
directors, employees or advisors, for any tax advice or planning information
whatsoever. Set forth below is a brief summary as of the date of this Option of
some of the federal and state tax consequences of exercise of this Option and
disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX
LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISOR
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.


 


(a)                      U.S.
Tax Consequences.


 


(i)                         Exercise
of Incentive Stock Option. If this Option qualifies as an Incentive Stock Option,
there will be no regular federal income tax liability or state income tax
liability upon the exercise of this Option, although the excess, if any, of the
Fair Market Value of the Shares on the date of exercise over the Exercise Price
will be treated as an adjustment to the alternative minimum tax for federal tax
purposes and may subject Optionee to the alternative minimum tax in the year of
exercise.


 


(ii)                      Exercise
of Incentive Stock Option Following Disability. If Optionee’s Continuous Service
as an Employee or Consultant terminates as a result of disability that is not
total and permanent disability as defined in Section 22(e)(3) of the
Code, to the extent permitted on the Termination Date, Optionee must exercise
an Incentive Stock Option within three months of such termination for the
Incentive Stock Option to be qualified as an Incentive Stock Option.  (If the Option is not exercised within this
time period, it will become a Nonstatutory Stock Option three months after the
disability.)


 


(iii)                   Exercise
of Nonstatutory Stock Option. There may be a regular federal income tax liability
and state income tax liability upon the exercise of a Nonstatutory Stock
Option. Optionee will be treated as having received compensation income
(taxable at ordinary income tax rates) equal to the excess, if any, of the Fair
Market Value of the Shares on the date of exercise over the Exercise Price. If
Optionee is an Employee or a former Employee, the Company will be required to
withhold from Optionee’s compensation or collect from Optionee and pay to the
applicable taxing authorities an amount in cash equal to a percentage of this
compensation income at the time of exercise, and may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise. If this Optionee is subject to Section 16
of the Securities Act of 1934, as amended, the date of income recognition may
be deferred for up to six months.


 


(iv)                  Disposition
of Shares. In the case of an Nonstatutory Stock Option, if Shares are held
for at least one year, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal and state income tax purposes. In
the case of an Incentive Stock Option, if Shares transferred pursuant to this
Option are held for at least one year after exercise and are disposed of at
least two years after the date of grant (the “Date of Grant”), any gain
realized on disposition of the Shares will also be treated as long-term capital
gain for federal and California income tax purposes. If Shares purchased under
an Incentive Stock Option are disposed of within such one-year period or within
two years after the Date of Grant, any gain realized on such disposition will
be treated as compensation income (taxable at ordinary income rates) to the
extent of the difference between the Exercise Price and the lesser of (1) the
Fair Market Value of the Shares on the date of exercise, or (2) the sale
price of the Shares.


 


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(v)                     Notice
of Disqualifying Disposition of Incentive Stock Option Shares. If this
Option granted to Optionee herein is an Incentive Stock Option, and if Optionee
sells or otherwise disposes of any of the Shares acquired pursuant to the
Incentive Stock Option on or before the later of (1) the date two years
after the Date of Grant, or (2) the date one year after the date of exercise,
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.


 


(b)                     Non-U.S.
Taxpayers. The Optionee is advised to seek appropriate professional tax
advice as to how the relevant tax laws in the Optionee’s country may apply to
the Optionee’s situation and how the Option will be taxed.


 


11.                                 Tax
Withholding.


 


(a)                      Regardless
of any action the Company and/or the Optionee’s employer (the “Employer”) takes
with respect to any or all income tax, social insurance, payroll tax, payment
on account or other tax-related items arising out of Optionee’s participation
in the Plan and legally applicable to Optionee (“Tax Obligation”), Optionee
acknowledges that the ultimate liability for all Tax Obligations is and remains
Optionee’s responsibility and may exceed the amount actually withheld by the
Company and/or the Employer.  Optionee
further acknowledges that the Company and/or the Employer (i) make no
representations or undertakings regarding the treatment of any Tax Obligations
in connection with any aspect of the Option, including, but not limited to, the
grant, vesting or exercise of the Option, the subsequent sale of Shares
acquired pursuant to such exercise and the receipt of any dividends; and (ii) do
not commit and are under no obligation to structure the terms of the grant or
any aspect of the Option to reduce or eliminate Optionee’s liability for Tax
Obligations or achieve any particular tax result.  Further, if Optionee has become subject to
tax in more than one jurisdiction between the Date of Grant and the date of any
relevant taxable event, Optionee acknowledges that the Company and/or the
Employer (or former employer, as applicable) may be required to withhold or
account for Tax Obligations in more than one jurisdiction.


 


(b)                     Prior
to the relevant taxable or tax withholding event, as applicable, Optionee shall
pay or make arrangements satisfactory to the Company and/or the Employer to
satisfy all Tax Obligations.  In this
regard, Optionee authorizes the Company and/or the Employer, or their
respective agents, at their discretion, to satisfy the Tax Obligations by one
or a combination of the following: (i) withholding from Optionee’s wages
or other cash compensation paid to Optionee by the Company, the Employer and/or
any Subsidiary; or (ii) withholding from proceeds of the sale of Shares
acquired at exercise of the Option either through a voluntary sale or through a
mandatory sale arranged by the Company (on Optionee’s behalf pursuant to this
authorization); or (iii) withholding in Shares to be issued at exercise of
the Option.


 


(c)                      To
avoid any negative accounting treatment, the Company may withhold or account
for Tax Obligations by considering applicable minimum statutory withholding
amounts or other applicable withholding rates. 
If the obligation for Tax Obligations is satisfied by withholding in Shares,
for tax purposes, Optionee is deemed to have been issued the full number of Shares
subject to 


 


5

















 


the exercised
Options, notwithstanding that a number of the Shares are held back solely for
the purpose of paying the Tax Obligations due as a result of any aspect of
Optionee’s participation in the Plan.


 


(d)                     Optionee
shall pay to the Company or the Employer any amount of Tax Obligations that the
Company or the Employer may be required to withhold or account for as a result
of Optionee’s participation in the Plan that cannot be satisfied by the means
previously described in this Section. 
The Company may refuse to issue or deliver the Shares or the proceeds of
the sale of Shares, if Optionee fails to comply with Optionee’s obligations in
connection with the Tax Obligations.


 


(e)                      If
the Option granted to the Optionee herein is an Incentive Stock Option and the
Optionee is a U.S. taxpayer, and if the Optionee sells or otherwise disposes of
any of the Shares acquired pursuant to the Incentive Stock Option on or before
the later of (i) the date two (2) years after the Date of Grant, or (ii) the
date one (1) year after the date of exercise, the Optionee shall
immediately notify the Company in writing of such disposition.  The Optionee agrees that the Optionee may be
subject to a Tax Obligation by the Company or the Employer on the compensation
income recognized by the Optionee.


 


12.                                 Nature
of Grant. In accepting the Option, Optionee acknowledges that:


 


(a)                                  the
Plan is established voluntarily by the Company, is discretionary in nature, and
may be amended, suspended or terminated by the Company at any time;


 


(b)                                 the
grant of the Option is voluntary and occasional and does not create any
contractual or other right to receive future grants of options, or benefits in
lieu of options, even if options have been granted repeatedly in the past;


 


(c)                                  all
decisions with respect to future option grants, if any, will be at the sole
discretion of the Company;


 


(d)                                 Optionee’s
participation in the Plan is voluntary;


 


(e)                                  Optionee’s
participation in the Plan shall not create a right to further employment with
the Employer and shall not interfere with the ability of the Employer to
terminate Optionee’s employment or service relationship (if any) at any time;


 


(f)                                    the
Option and any Shares acquired under the Plan are extraordinary items that do
not constitute compensation of any kind for services of any kind rendered to
the Employer, the Company or any Subsidiary, and that are outside the scope of
Optionee’s employment or service contract, if any;


 


(g)                                 the
Option and any Shares acquired under the Plan are not intended to replace any
pension rights or compensation;


 


(h)                                 the
Option and any Shares acquired under the Plan are not part of normal or
expected compensation or salary for any purposes, including, but not limited
to, calculating any 


 


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severance,
resignation, termination, redundancy, end-of-service payments, bonuses,
long-service awards, pension or retirement or welfare benefits or similar
payments and in no event should be considered as compensation for, or relating
in any way to, past services for the Employer, the Company or any Subsidiary;


 


(i)                                     the
future value of the Shares underlying the Option is unknown and cannot be
predicted with certainty;


 


(j)                                     if
the underlying Shares do not increase in value, the Option will have no value;


 


(k)                                  if
Optionee exercises the Option and acquires Shares, the value of such Shares may
increase or decrease in value, even below the Exercise Price;


 


(l)                                     in
consideration of the grant of the Option, no claim or entitlement to
compensation or damages shall arise from termination of the vesting of the Option
or cancellation of the Option following termination of Optionee’s Continuous Service
(for any reason whatsoever and whether or not in breach of local labor laws)
and Optionee irrevocably releases the Employer, the Company and/or any
Subsidiary from any such claim that may arise; if, notwithstanding the
foregoing, any such claim is found by a court of competent jurisdiction to have
arisen, then, by signing the Notice of Grant, Optionee shall be deemed
irrevocably to have waived his or her entitlement to pursue such claim;


 


(m)                               the
Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding Optionee’s participation in the Plan or
Optionee’s purchase or sale of Shares;


 


(n)                                 Optionee
is hereby advised to consult with his or her own personal tax, legal and
financial advisors regarding participation in the Plan before taking any action
related to the Plan; and


 


(o)                                 the
Option and the benefits under the Plan, if any, will not automatically transfer
to another company in the case of a merger, take-over or transfer of liability.


 


13.                                 Data Privacy Notice and Consent.  Optionee hereby explicitly and unambiguously
consents to the collection, use and transfer, in electronic or other form, of
Optionee’s personal data as described in this Option Agreement by and among, as
applicable, the Employer, the Company and any Subsidiary for the exclusive
purpose of implementing, administering and managing Optionee’s participation in
the Plan.


 


Optionee understands that the
Company and the Employer may hold certain personal information about Optionee,
including, but not limited to, Optionee’s name, home address and telephone
number, date of birth, social insurance or other identification number, salary,
nationality, job title, any shares or directorships held in the Company or any
Subsidiary, details of all options or any other
entitlement to Shares awarded, canceled, exercised, vested, unvested or
outstanding in Optionee’s favor, for the exclusive purpose of implementing,
administering and managing the Plan (“Data”).


 


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Optionee understands that Data will be transferred to Smith Barney,
E*Trade or to any other third party assisting in the implementation,
administration and management of the Plan. 
Optionee understands that the recipients of the Data may be located in
Optionee’s country or elsewhere, and that the recipient’s country may have
different data privacy laws and protections than Optionee’s country.  Optionee understands that he or she may
request a list with the names and addresses of any potential recipients of Data
by contacting Optionee’s local human resources representative.  Optionee authorizes the Company, Smith
Barney, E*Trade and any other recipients of Data which may assist the Company
(presently or in the future) with implementing, administering and managing the
Plan to receive, possess, use, retain and transfer Data, in electronic or other
form, for the purposes of implementing, administering and managing Optionee’s
participation in the Plan, including any requisite transfer of Data as may be
required to a broker or other third party with whom Optionee may elect to
deposit any Shares purchased upon exercise of the Option. Optionee understands
that Data will be held only as long as is necessary to implement, administer
and manage Optionee’s participation in the Plan.  Optionee understands that he or she may, at
any time, view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, by contacting in
writing Optionee’s local human resources representative.  Optionee understands that refusal or
withdrawal of consent may affect Optionee’s ability to participate in the
Plan.  For more information on the
consequences of Optionee’s refusal to consent or withdrawal of consent,
Optionee understands that he or she may contact his or her local human
resources representative.


 


14.                                 Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The
Plan, the Notice of Grant and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements and all
contemporaneous oral undertakings and agreements of the Company and Optionee
with respect to the subject matter hereof, including but not limited to the
grant or promise of any right or option to purchase shares of capital stock of
the Company to Optionee pursuant to any employment agreement or offer letter delivered
by the Company to Optionee or otherwise, and may not be modified to materially
and adversely affect the Optionee’s interest except by means of a writing
signed by the Company and Optionee. This Option Agreement shall be governed by the
laws of the State of California without giving effect to the conflict of law
principles thereof. For purposes of litigating any dispute that arises directly
or indirectly from the relationship of the parties evidenced by this grant or
this Option Agreement, the parties hereby submit to and consent to the
exclusive jurisdiction of the State of California, and agree that such
litigation shall be conducted only in the courts of  Santa Clara County, California, or the
federal courts for the United States for the Northern District of California,
and no other courts, where this grant is made and/or to be performed.


 


15.                                 Optionee
Acknowledgments.  OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF OPTIONS IS EARNED ONLY BY
CONTINUING CONSULTANCY WITH THE COMPANY OR A SUBSIDIARY OR EMPLOYMENT AT THE WILL
OF THE EMPLOYER (NOT THROUGH ANY OTHER MEANS, INCLUDING WITHOUT LIMITATION, THE
ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER).
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT,
NOR IN THE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON
OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY
THE COMPANY OR A SUBSIDIARY, NOR SHALL 


 


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IT INTERFERE
IN ANY WAY WITH OPTIONEE’S RIGHT OR THE EMPLOYER’S RIGHT TO TERMINATE OPTIONEE’S
EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.


 


Optionee
acknowledges receipt of a copy of the Plan 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 has reviewed the
Plan, this Option Agreement, including the Appendix hereto, and the Notice of
Grant in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Option and fully understands all provisions of such
documents. Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions arising
under the Plan, the Notice of Grant or this Option Agreement. Notwithstanding
the foregoing, if any party brings any action, suit, counterclaim, cross-claim,
appeal, arbitration, or mediation for any relief against the other to enforce
the terms of or to declare rights under this Plan or the Option Agreement, in
addition to any damages and costs which the prevailing party otherwise would be
entitled, the non-prevailing party shall pay to the prevailing party a
reasonable sum for attorneys’ fees and costs incurred in bringing and
prosecuting or defending such action or enforcing any judgment, order, ruling,
or award. Optionee agrees to timely notify the Company upon any change in the
residence address indicated below, and acknowledges that the Company may at in its
discretion deliver share certificates representing Shares issued pursuant to
the exercise of this Option to such address.  Optionee acknowledges that the Company will
rely on such agreement.


 


16.                                 Electronic
Delivery and Participation.  The
Company may, in its sole discretion, decide to deliver any documents related to
the Option or future options that may be granted under the Plan by electronic
means or request Optionee’s consent to participate in the Plan by electronic
means.  Optionee hereby consents to
receive such documents by electronic delivery and, if requested, to agree to
participate in the Plan through an on-line or electronic system established and
maintained by the Company or a third party designated by the Company.


 


17.                                 Language.  If Optionee has received this Option Agreement,
or any other document related to the Option and/or the Plan translated into a
language other than English and if the translated version is different than the
English version, the English version will control.


 


18.                                 Severability.  The provisions of this Option Agreement are
severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.


 


19.                                 Appendix.  For Optionees outside of the U.S., the Option
shall be subject to any special provisions set forth in the Appendix for
Optionee’s country of residence.  If
Optionee relocates to one of the countries included in the Appendix during the
life of the Option, the special provisions for such country shall apply to
Optionee, to the extent the Company determines that the application of such
provisions is necessary or advisable in order to comply with local law or
facilitate the administration of the Plan. This Appendix constitutes part of
this Option Agreement


 


20.                                 Imposition
of Other Requirements.  The Company
reserves the right to impose other requirements on the Option and the Shares
purchased upon exercise of the Option, to the extent the 


 


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Company
determines it is necessary or advisable in order to comply with local laws or
facilitate the administration of the Plan, and to require Optionee to sign any
additional agreements or undertakings that may be necessary to accomplish the
foregoing.


 


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