Exhibit 10.2


 


MATHSTAR,
INC.


 


2002
COMBINED INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN


 










 


ARTICLE I.


GENERAL


 


1.1          DEFINITIONS.  As
used in this MathStar, Inc. 2002 Combined Incentive and Nonstatutory Stock
Option Plan, the following definitions shall apply:


 


a.             “Affiliate”
means any “parent corporation” or “subsidiary corporation” of the Company, as
those terms are defined in Sections 424(e) and 424(f) of the Code.


 


b.             “Board
of Directors” or “Board” means
the Board of Directors of the Company.


 


c.             “Code”
means the Internal Revenue Code of 1986, as amended.


 


d.             “Committee”
means any Committee of the Board of Directors appointed by the Board to
administer the Plan.  The Committee may
be comprised of the entire Board or two or more members of the Board.


 


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


 


f.              “Company”
means MathStar, Inc.


 


g.             “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


h.             “Fair
Market Value” means (i) if the Common Stock is listed or admitted
to unlisted trading privileges on any national securities exchange, the average
of the closing sales prices of the Common Stock on the end of any day on all
national securities exchanges on which the Common Stock may at the time be
listed or, if there have been no sales on any such exchange on any day, the
average of the highest bid and lowest asked prices on all such exchanges at the
end of such day or, (ii) if the Common Stock is not so listed or admitted
but transactions in the Common Stock are reported on The Nasdaq Stock Market,
the closing price quoted on the The Nasdaq Stock Market on such day, or (iii) if
the Common Stock is not so listed or admitted to unlisted trading privileges or
quoted on The Nasdaq Stock Market, and bid and asked prices therefor in the
domestic over-the-counter market are reported by Pink Sheets LLC (or any
comparable reporting service), the average of the closing bid and asked prices
on such day as reported by Pink Sheets LLC (or any comparable reporting
service), or (iv) if the Common Stock is not listed on any national
securities exchange or quoted on The Nasdaq Stock Market or in the domestic
over-the-counter


 


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market, the fair
value of the Common Stock determined by the Board of Directors or the Committee
in good faith in the exercise of its reasonable discretion.


 


i.              “Incentive
Stock Option” means an Option to purchase shares of Common Stock which
is intended to qualify as an incentive stock option as defined in Section 422
of the Code.


 


j.              “Non-Statutory
Option” means an Option which is not an Incentive Stock Option.


 


k.            “Option”
means an Incentive Stock Option or a Non-Statutory Option.


 


l.              “Option
Agreement” means the formal written agreement to be entered into by and
between the Company and the Optionee which will contain the specific terms and
conditions upon which an Option is granted to an Optionee, as determined by the
Board of Directors or the Committee.


 


m.            “Optionee”
means a holder of an Option granted pursuant to the Plan.


 


n.             “Plan”
means the MathStar, Inc. 2002 Combined Incentive and Nonstatutory Stock
Option Plan outlined herein.


 


o.             “Shareholders”
means the holders of outstanding shares of the Company’s Common Stock.


 


1.2          PURPOSE.  The purpose of the Plan is to promote the
growth and general prosperity of the Company and its Affiliates by permitting
the Company to grant Options to employees, officers, members of the Board of
Directors, consultants, independent contractors, and other service providers,
thereby assisting the Company in its efforts to attract and retain the best
available persons for positions of substantial responsibility, and to provide
employees, officers, members of the Board of Directors, consultants,
independent contractors, and other service providers an additional incentive to
contribute, by the performance of services, to the future success of the
Company and its Affiliates.


 


1.3          ADMINISTRATION.


 


a.             Board
of Directors or Committee. 
Except as otherwise provided for in this Plan, the Plan shall be
administered by the Board of Directors or the Committee.


 


b.             Powers
and Duties.  Subject to the
provisions of this Plan, the Board of Directors or the Committee shall have
sole authority to do everything necessary or appropriate to administer the
Plan, including, without limitation, making any rules and regulations
governing the administration of the Plan; selecting the eligible employees,
officers, members of the Board of Directors, consultants, independent
contractors and other service providers to whom Options shall be granted;
determining the type, amount, size and terms of Options; determining the time
when Options shall be granted; determining whether any restrictions shall be
placed on


 


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shares of Common
Stock purchased upon exercising an Option; interpreting the Plan; and making
all other determinations necessary or advisable for the administration of the
Plan.  The determinations of the Board or
the Committee need not be uniform and may be made by it selectively among
persons who are eligible to receive Options under the Plan, whether or not such
persons are similarly situated.  All
decisions, determinations and interpretations of the Board of Directors or the
Committee regarding the Plan shall be final and binding on all Optionees.  The day-to-day administrative duties for the
Plan may be delegated by the Board of Directors or the Committee to one or more
executive officers or other employees of the Company.  All actions authorized to be taken by the
Board of Directors under this Plan may as well be taken by any appropriately
appointed committee thereof.


 


1.4          TERM
OF THE PLAN.  The Plan was
adopted by the Board of Directors and shall be effective on January 26,
2002, subject to the required approval of the Plan by the Company’s
shareholders as provided herein.  No
Options shall be granted under the Plan after the earlier of (a) the date
on which the Plan is terminated as provided in Section 1.8 hereof, or (b) January 26,
2012.  The expiration of the term of the
Plan with respect to any Options granted under the Plan shall not affect
Options then outstanding which have not yet expired.


 


1.5          STOCK
TO BE OPTIONED.  The maximum
number of shares of Common Stock which may be optioned and sold under the Plan
is three million (3,000,000) shares of Common Stock, which number of shares is
subject to adjustment in the same manner as the number of shares of Common
Stock underlying Options are subject to adjustment pursuant to Section 1.9
of this Plan.  In addition, the number of
shares of Common Stock authorized for issuance under the Plan may be increased
from time to time by approval of the Board of Directors or the Committee and,
if required by the Code, any rules or regulations adopted thereunder, or
the applicable rules of any securities exchange or the National
Association of Securities Dealers, Inc., the shareholders of the
Company.  Shares of Common Stock subject
to Options which terminate or expire prior to exercise shall be available for
the issuance of future Options.


 


1.6          GRANTING
OF OPTIONS.  An Option granted pursuant to the Plan shall
entitle the Optionee, upon vesting and exercise, to purchase shares of Common
Stock at a specified price during a specified period.  The Board or Committee may grant Options in
the form of Incentive Stock Options, Non-Statutory Options, or any combination
thereof.  Subject to the following,
Options shall be subject to such terms and conditions as the Board or Committee
shall from time to time approve and may be made exercisable in one or more
installments, upon the happening of certain events, upon the fulfillment of
certain conditions, or upon such other terms and conditions as the Board or
Committee shall determine; provided, that each Option shall be subject to the
following requirements in addition to the requirements set forth in Article II
or Article III (as the case may be):


 


a.             Type
of Option.  Each Option shall be
identified in the agreement pursuant to which it is granted as an Incentive
Stock Option or a Non-Statutory Option, as the case may be.


 


b.             Payment.  The purchase price of the shares of Common
Stock subject to an Option shall be payable in full at the time the Option is
exercised.  Payment may be


 


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made in cash or by
a cashier’s or certified check.  However,
in the sole discretion of the Board or the Committee, and subject to such terms
and conditions as the Board or Committee deems appropriate in its discretion,
payment of the exercise price or a portion thereof may be made by surrender to
the Company of previously acquired shares of Common Stock (which have been
owned by the Optionee for at least six (6) months) or shares of Common
Stock issuable upon the exercise of that Option, such shares to be credited
against the exercise price based upon the Fair Market Value thereof on the date
of exercise, or by a combination of cash and such shares.


 


c.             Termination
of Employment or Other Relationship. 
Subject to the discretion of the Board of Directors or the Committee to
determine otherwise at the time of grant of an Option, if the Optionee’s
employment or other relationship with the Company or with an Affiliate is
terminated for any reason other than by the Optionee’s death, an Option granted
to such Optionee shall immediately and automatically terminate and be
forfeited, whether or not exercisable, and neither the Optionee nor any of the
Optionee’s heirs, personal representatives, successors or assigns shall have
any rights with respect to such Option. 
Notwithstanding the foregoing, if an independent contractor or other
non-employment relationship between the Optionee and the Company or an
Affiliate is terminated due to the commencement of an employment relationship
with the Company or an Affiliate, this provision shall apply only upon
termination of both the independent contractor and employment relationship
between the Optionee and the Company or an Affiliate.


 


d.             Death
of Optionee.  Subject to the
discretion of the Board of Directors or the Committee to determine otherwise at
the time of grant of an Option, upon termination of an Optionee’s employment as
a result of the death of an Optionee, all Options held by the Optionee may be
exercised to the same extent that the Optionee would have been entitled to
exercise it at the date of death and may be exercised within a period of one (1) year
after the date of death, but in no case later than the expiration date of such
Option.  In such event, this Option shall
be exercisable only by the executors or administrators of the Optionee or by
the person or persons to whom the Optionee’s rights under the Option shall pass
by will or the laws of descent and distribution.  Any portion of an Option that is not
exercisable at the time of an Optionee’s death shall automatically terminate.


 


e.             Written
Agreement.  Each Option shall be
granted pursuant to a formal written Option Agreement to be entered into by and
between the Company and the Optionee, which Option Agreement shall be in such
form as the Board of Directors or Committee may deem appropriate.  Multiple Options may be evidenced by a single
agreement.  Subject to the limitations of
the Plan, the Board or Committee may, with the consent of the Optionee, amend
any such agreement to modify the terms or conditions governing the Option.


 


1.7          ELIGIBLE
OPTIONEES.  Subject to the
requirements of Section 2.1 regarding Incentive Stock Options, Options may
be issued to any employees of the Company or of any Affiliate, including, among
others, employees who are officers of the Company and/or members of the Board
of Directors.  In addition,
notwithstanding anything to the contrary contained


 


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herein, the Board
of Directors or Committee may grant Options under the Plan which are Non-Statutory
Options to persons who are, at the time of such grant, employees of the Company
or to persons who are, at the time of such grant, not employees of the Company
but who are members of the Board of Directors or persons who are deemed by the
Board of Directors or Committee to be important to the future success of the
Company or its Affiliates, including, but not limited to, employees,
consultants, independent contractors or other providers of services to the
Company or its Affiliates.  In addition,
eligible persons may be selected to receive Options individually or by group
category (for example, by pay grade) as the Board or Committee may
determine.  A person who has been granted
an Option under the Plan or under any other plan of the Company or its
Affiliates may be granted additional Options if the Board or Committee shall so
determine.  Except to the extent
otherwise provided in an agreement evidencing an Option, the granting of an
Option under this Plan shall not affect any outstanding Options previously
granted under this Plan or under any other plan of the Company or any
Affiliate.


 


1.8          AMENDMENT
OR TERMINATION OF THE PLAN.


 


a.             Except
as hereinafter provided, notwithstanding anything to the contrary contained
herein, the Board of Directors or Committee may amend the Plan from time to
time in such respects as the Board of Directors or Committee may deem
advisable, including, without limitation, the right to amend the Plan so as to
affect Options already granted.  However,
neither the Board nor the Committee shall adopt an amendment that materially
increases the benefits accruing to participants under the Plan, increases the
Option price of Options already granted, decreases or terminates Options
already granted, or materially modifies the requirements as to eligibility for
participation in the Plan, without the affirmative vote of shareholders holding
at least a majority of the number of shares of voting stock of the Company
represented in person or by proxy at a duly-held meeting of the shareholders of
the Company.


 


b.             The
Board of Directors or the Committee may at any time terminate the Plan.  Any such termination of the Plan shall not
affect Options already granted, and such Options shall remain in full force and
effect as if the Plan had not been terminated.


 


1.9          ADJUSTMENTS
UPON CHANGES IN CAPITALIZATION.  If an Optionee exercises all
or any portion of an Option subsequent to any change in the number of
outstanding shares of Common Stock of the Company occurring by reason of any
stock dividend, stock split, reverse stock split, reclassification,
combination, exchange of shares or other similar recapitalization of the
Company, there shall be an appropriate adjustment to the number of shares of
Common Stock underlying the Option and, where applicable, to the per share
exercise price of the Option so that the Optionee shall then receive for the
aggregate price paid by him or her on such exercise of an Option the number of
shares which he or she would have held at the time of such exercise if such Option
had been exercised to the same extent prior to such stock dividend, stock
split, reverse stock split or other similar recapitalization.  Notwithstanding the foregoing, no fractional
shares shall be issued or paid for.  No
adjustment shall be made under this Section 1.9 upon the issuance by the
Company of any warrants, rights or options to acquire additional Common Stock
or of securities convertible into Common Stock unless such warrants, rights,
options or convertible securities are issued to all shareholders of the Company
on a proportionate basis.


 


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1.10        AGREEMENT
AND REPRESENTATIONS OF OPTIONEE.  As a condition to the
exercise of any portion of an Option, if the exercise of the Option is not
registered under the federal Securities Act of 1933, as amended, or applicable
state securities laws, upon the request of the Company, the Optionee must
represent and agree that any and all shares of Common Stock purchased under an
Option will be acquired for investment and not for resale.  The Company may restrict the transfer of the
shares of Common Stock purchased and affix a legend to the certificate
representing such shares, stating that such shares may not be transferred
without an opinion of counsel satisfactory to the Company that the proposed
transfer may lawfully be made without registration under the federal Securities
Act of 1933 and registration, notice or approval under any applicable state
securities laws, or such applicable registration(s), notice(s) and approval(s).


 


1.11        EXERCISE
OF OPTIONS.  Options can be exercised only by Optionees or
other proper parties delivering written notice to the Company at its principal
office within the Option period, stating the number of shares as to which the
Option is being exercised and accompanied by payment in full of the exercise
price for all shares designated in the notice, as provided in Section 1.6(b) of
this Plan and in the Option Agreement for each Option.  Such notice shall further contain a
representation that such shares are being acquired for investment and not for
resale.  The Company shall then cause a
certificate or certificates for such shares to be delivered within a reasonable
period.


 


1.12        EFFECT
OF CERTAIN TRANSACTIONS.  Subject
to the discretion of the Board of Directors or the Committee to provide
otherwise at the time of grant of an Option, at the time of the occurrence of
any of the events described in Sections 1.12(a) through (d) below,
all Options issued under this Plan to an Optionee that are outstanding
immediately before the effective date of such event will be automatically
converted into Options to acquire the kind and amount of shares of stock or
other securities or property which the Optionee would have owned or have been
entitled to receive immediately after the occurrence of the event had the
Options been exercised in full immediately before the effective date of such
event; provided, however, that the vesting schedule of the Option shall
remain unchanged, and, in any such case, appropriate adjustment shall be made
in the application of the provisions of all outstanding Options with respect to
the rights and interests thereafter of each Optionee, to the end that the
provisions set forth in each Option shall thereafter correspondingly be made
applicable, as nearly as may reasonably be, in relation to any shares of stock
or other securities or property thereafter deliverable on the exercise of the
Option:


 


a.             The
sale, lease, exchange or other transfer, directly or indirectly, of all or substantially
all of the assets of the Company (in one transaction or in a series of related
transactions) to a person or entity that is not controlled by the Company,


 


b.             The
approval by the Company’s shareholders of any plan or proposal for the
liquidation or dissolution of the Company;


 


c.             Any
person or entity becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of more than fifty percent
(50%) of the combined voting power of the outstanding securities of the Company


 


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ordinarily having
the right to vote at elections of directors who were not beneficial owners of
at least fifty percent (50%) of such combined voting power as of the date the
Board adopted this Plan as set forth in Section 1.4; or


 


d.             A
merger or consolidation to which the Company is a party if the shareholders of
the Company immediately prior to the effective date of such merger or
consolidation have, solely on account of ownership of securities of the Company
at such time, “beneficial ownership” (as defined in Rule 13d-3 under the
Exchange Act) immediately following the effective date of such merger or
consolidation of securities of the surviving company representing less than
fifty percent (50%) of the combined voting power of the surviving corporation’s
then outstanding securities ordinarily having the right to vote at elections of
directors.


 


The provisions of this Section shall similarly
apply to successive transactions of the types described in Sections 1.12(a) through (d).


 


ARTICLE II.


INCENTIVE STOCK OPTIONS


 


2.1          ELIGIBLE
RECIPIENTS.  Incentive Stock
Options may be granted only to persons who are employees of the Company or an
Affiliate.


 


2.2          EXERCISE
PRICE.  Subject to the provisions
of Section 2.5, the exercise price of shares of Common Stock that are
subject to an Incentive Stock Option shall not be less than 100% of the Fair
Market Value of such shares at the time the Option is granted, as determined in
good faith by the Board or Committee.


 


2.3          LIMIT
ON EXERCISABILITY.  The aggregate
Fair Market Value (determined at the time the Option is granted) of the shares
of Common Stock with respect to which Incentive Stock Options are exercisable
by the Optionee for the first time during any calendar year, under this Plan or
any other plan of the Company or any Affiliate, shall not exceed $100,000.  To the extent an Incentive Stock Option
exceeds this $100,000 limit, the portion of the Incentive Stock Option in
excess of such limit shall be deemed a Non-Statutory Option.


 


2.4          LIMIT
ON TERM.  An Incentive Stock
Option shall not be exercisable more than ten (10) years after the date on
which it is granted.


 


2.5          RESTRICTIONS
FOR CERTAIN SHAREHOLDERS.  The
purchase price of shares of Common Stock that are subject to an Incentive Stock
Option granted to an employee of the Company or any Affiliate who, at the time
such Option is granted, owns 10% or more of the total combined voting power of
all classes of stock of the Company or of any Affiliate, shall not be less than
110% of the Fair Market Value of such shares on the date such Option is
granted, and such Option may not be exercisable more than five (5) years
after the date on which it is granted. 
For the purposes of this subparagraph, the rules of Section 424(d)


 


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of the Code shall apply
in determining the stock ownership of any employee of the Company or any
Affiliate.


 


2.6          INCENTIVE
STOCK OPTIONS NOT TRANSFERABLE. 
Incentive Stock Options shall not be transferable except by will or the
laws of descent and distribution, and Incentive Stock Options shall be
exercisable during an Optionee’s lifetime only by such Optionee.


 


2.7          EFFECT
OF NOT MEETING REQUIREMENTS. 
Subject to the discretion of the Board of Directors or the Committee to
provide otherwise, if the terms of an Incentive Stock Option do not meet any
requirements of this Plan or the Code necessary to be treated as an Incentive
Stock Option under the Code, such Option shall not terminate but shall be a
Non-Statutory Option granted under this Plan.


 


ARTICLE III.


NON-STATUTORY OPTIONS


 


3.1          SECTION 83(b) ELECTION.  The Company recognizes that certain persons
who receive Non-Statutory Options may be subject to restrictions regarding
their right to trade Common Stock under Section 16(b) of the
Securities Exchange Act of 1934.  Such
restrictions may cause Optionees not to be taxable when they exercise their
Non-Statutory Options.  However, it may
be more beneficial to an Optionee to be taxed upon exercise of an Option as
opposed to when trading restrictions lapse. 
Accordingly, Optionees exercising such Non-Statutory Options may
consider making an election to be taxed upon exercise of the Option under Section 83(b) of
the Code.  If requested, the Company
shall provide reasonable assistance to such Optionees to effect a Section 83(b) election.


 


3.2          TRANSFERABILITY.  Subject to the discretion of the Board of
Directors or the Committee to provide otherwise upon the grant of a
Non-Statutory Option, Non-Statutory Options shall not be transferable other
than by will or the laws of descent and distribution, and Non-Statutory Options
shall be exercisable during an Optionee’s lifetime only by such Optionee.


 


ARTICLE IV.


ADDITIONAL PROVISIONS


 


4.1          SHAREHOLDER
APPROVAL.  The Plan shall be
submitted for the approval of the Shareholders of the Company at the first
meeting of Shareholders held subsequent to the adoption of the Plan but no
later than one year after the date of its approval by the Board of Directors,
and any Option granted under the Plan prior to the date of such approval shall
be contingent upon such approval.  If, at
said meeting, the Shareholders of the Company do not approve the Plan, the Plan
shall terminate.


 


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4.2          NO
RIGHTS AS SHAREHOLDER.  No
Optionee shall have any rights as a Shareholder with respect to any share of
Common Stock subject to his or her Option prior to the date of issuance to him
or her of a certificate or certificates for such shares.


 


4.3          WITHHOLDING.  Whenever the Company proposes or is required
to issue or transfer shares of Common Stock under the Plan, the Company shall
have the right to require the Optionee to remit to the Company an amount
sufficient to satisfy any federal, state or local withholding tax liability
prior to the delivery of any certificate or certificates for such shares.  Whenever under the Plan payments are to be
made in cash, such payments shall include an amount sufficient to satisfy any
federal, state, or local withholding tax liability.


 


4.4          RESERVATION
OF SHARES OF COMMON STOCK.  The Company, during the term of
the Plan and all Options issued under the Plan, will at all times reserve and
keep available, and will use its commercially reasonable best efforts to seek
or obtain approval from any regulatory body having jurisdiction over the
transactions contemplated by this Plan necessary in order to issue and sell,
such number of shares of Common Stock as shall be sufficient to satisfy the
requirements of the Plan.


 


4.5          INCOME
TAX TREATMENT.  Government jurisdiction, income reporting and
tax withholding requirements will be complied with by the Company whenever the
Options are exercised and any income tax payment and any income tax prepayment
requirements (including any tax withholding requirements imposed upon the
Company) will be effectively borne by the Optionee.  SINCE FEDERAL INCOME TAX LAW IS SUBJECT TO
CHANGE AND INCOME TAX LAWS VARY FROM STATE TO STATE, THE COMPANY STRONGLY
RECOMMENDS THAT OPTIONEES CONSULT WITH THEIR INDIVIDUAL TAX ADVISORS PRIOR TO
EXERCISE OF AN OPTION.


 


4.6          EXCEPTIONS
TO TERMINATION OF EMPLOYMENT. 
Whether military, government or other service or other leave of absence
shall constitute a termination of employment or other relationship with the
Company shall be determined in each case by the Board of Directors or the
Committee at its discretion, and any determination by the Board of Directors or
the Committee shall be final and conclusive. 
A termination of employment or other relationship with the Company shall
not occur where the Optionee transfers from the Company to one of its
Affiliates or transfers from an Affiliate to the Company or another Affiliate.


 


4.7          NO
RIGHT TO CONTINUED EMPLOYMENT.  Nothing in this Plan or in
any agreement entered into in accordance with the Plan shall confer on an
Optionee any right to continuance of employment by or with the Company or its
Affiliates, or any right to continue to provide services to the Company or an
Affiliate as a consultant, independent contractor, or other service provider,
nor shall this Plan or such agreements interfere in any way with the Optionee’s
or the Company’s right to terminate such employment or other such relationship
at any time for any reason or no reason.


 


4.8          EXPENSES
OF PLAN.  The expenses of
administering this Plan shall be borne by the Company and its Affiliates.


 


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4.9          RELIANCE
ON REPORTS.  Each member of the
Board or Committee and each member of the Board of Directors shall be fully
justified in relying or acting in good faith upon any report made by the
independent public accountants of the Company and its Affiliates and upon any
other information furnished in connection with this Plan by any person or
persons other than himself or herself. 
In no event shall any person who is or shall have been a member of the
Board of Directors or of a Committee of the Board of Directors be liable for
any determination made or other action taken or omitted in reliance upon any
such report or information, or for any action taken or omitted, including the
furnishing of information, in good faith.


 


4.10        GENERAL
RESTRICTIONS. Each Option granted pursuant to the Plan shall be subject
to the requirement that if, in the opinion of the Board or Committee, the
listing, registration, or qualification of any shares of Common Stock related
thereto upon any securities exchange or under any state or federal law, the
consent or approval of any regulatory body, or an agreement by the recipient
with respect to the disposition of any such shares, is necessary or desirable
as a condition of the issuance or sale of such shares, such Option shall not be
exercised and/or such shares shall not be sold unless and until such listing,
registration, qualification, consent, approval, or agreement is effected or
obtained in form satisfactory to the Board or Committee.


 


4.11        SUCCESSORS
AND ASSIGNS.  This Plan will be binding upon and inure to the
benefit of the successors and permitted assigns of the Company and the Optionees,
and agreements entered into in accordance with the Plan shall be binding upon
the heirs, successors and assigns of the Company and the Optionees.


 


4.12        MINNESOTA
LAW.  The validity, construction, interpretation,
administration and effect of the Plan, any rules, regulations and actions
relating to the Plan, and the agreements evidencing Options granted under the
Plan, will be governed by and construed exclusively in accordance with the laws
of the State of Minnesota.


 


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MATHSTAR,
INC.


2002
COMBINED INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN


 


INCENTIVE
STOCK OPTION AGREEMENT


 


 


	
  OPTIONEE:

  	
                                                           

  
	
   

  	
   

  
	
  GRANT DATE:

  	
                      

  
	
   

  	
   

  
	
  NUMBER OF OPTION SHARES:

  	
               Shares

  
	
   

  	
   

  
	
  EXERCISE PRICE PER SHARE:

  	
  $           per
  Share

  
	
   

  	
   

  
	
  EXPIRATION DATE:

  	
             

  



 


 


THIS
AGREEMENT is made as of the Grant Date set forth above by and
between MathStar, Inc., a Minnesota corporation (the “Company”), and the
Optionee named above, who is an employee of the Company or an Affiliate of the
Company (the “Optionee”).


 


The Company desires, by affording the Optionee an
opportunity to purchase shares of its Common Stock, par value $.01 per share
(the “Common Stock”), as hereinafter provided, to carry out the purpose of the
MathStar, Inc. 2002 Combined Incentive and Nonstatutory Stock Option Plan
(the “Option Plan”).


 


NOW,
THEREFORE, in consideration of the mutual covenants
hereinafter set forth, and for other good and valuable consideration, the
parties hereby agree as follows:


 


1.             Grant
of Option.  The Company hereby grants
to the Optionee the right and option (the “Option”) to purchase all or any part
of the aggregate number of shares of Common Stock set forth above (the “Option
Shares”) (such number being subject to adjustment as provided in Section 9
hereof) on the terms and subject to the conditions set forth in this
Agreement.  This Option is intended to be
an “incentive stock option” within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”).


 


2.             Purchase
Price.  The per share purchase price
of the Option Shares shall be the Exercise Price Per Share set forth above
(such Exercise Price Per Share being subject to adjustment as provided in Section 9
hereof).


 


3.             Term
and Exercise of Option.


 


(a)           The term of this Option
shall commence on the Grant Date set forth above and shall continue until the
Expiration Date set forth above, unless earlier terminated as provided herein.


 


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(b)           Subject to the earlier
termination of this Option pursuant to its terms and to the terms of the Plan,
this Option shall vest and become exercisable as follows but only if the
Optionee then is an employee of the Company or an Affiliate:  the Option shall vest as to twenty-five
percent (25%) of the Option Shares on the first anniversary date of the Grant
Date and as to an additional twenty-five percent (25%) on each of the second,
third and fourth anniversary dates of the Grant Date.


 


(c)           To
exercise this Option, the Optionee shall give written notice to the Company, to
the attention of its President or other designated agent, in substantially the
form attached hereto as Exhibit A, and the Optionee shall deliver
payment in full for the Option Shares with respect to which this Option is then
being exercised, as provided in Section 4(a) below.


 


(d)           Neither the Optionee
nor the Optionee’s legal representatives, legatees or distributees, as the case
may be, will be, or will be deemed to be, a holder of any Option Shares for any
purpose unless and until certificates for such Option Shares are issued to the
Optionee or the Optionee’s legal representatives, legatees or distributees,
under the terms of the Option Plan.


 


4.             Limitations
on Exercise of Option.


 


(a)           The exercise of this
Option will be contingent upon receipt from the Optionee (or the purchaser
acting under Section 7 below) of the full Exercise Price of such Option
Shares.  Payment of the Exercise Price
shall be made in cash or by a certified or cashier’s check.  However, in its sole discretion, the Company
may accept previously acquired shares of Common Stock of the Company that have
been owned by the Optionee for at least six (6) months, which shares have
an aggregate Fair Market Value on the date of exercise which is not less than
the total Exercise Price, or shares of Common Stock issuable upon the exercise
of that Option, or a combination of cash and such shares of Common Stock, in
payment of the Exercise Price.  No Option
Shares will be issued until full payment therefor has been made and the
Optionee has executed any and all agreements that the Company may require the
Optionee to execute.


 


(b)           The issuance of Option
Shares upon the exercise of this Option shall be subject to all applicable
laws, rules, and regulations.  If, in the
opinion of the Board of Directors of the Company or a Committee of the Board of
Directors, (i) the listing, registration, or qualification of the Option
Shares upon any securities exchange or under any state or federal law, (ii) the
consent or approval of any regulatory body, or (iii) an agreement of the
Optionee with respect to the disposition of the Option Shares, is necessary or
desirable as a condition to the issuance or sale of the Option Shares, this
Option shall not be exercised and/or the Option Shares shall not be sold unless
and until such listing, registration, qualification, consent, approval or
agreement is effected or obtained in form satisfactory to the Board of Directors
or the Committee.


 


5.             Nontransferability
of Option.  This Option shall not be
transferable by the Optionee other than by will or the laws of descent and
distribution, and during the lifetime of the Optionee, this Option shall be
exercisable only by the Optionee.


 


2





















 


6.             Termination
of Employment.  Upon termination of
the Optionee’s employment with the Company or an Affiliate other than as a
result of the death of the Optionee, this Option shall terminate and be
immediately forfeited, whether or not exercisable, and neither the Optionee nor
the Optionee’s heirs, personal representatives, successors or assigns shall
have any future rights with respect to this Option.


 


7.             Death
of Optionee.  If the Optionee dies while
employed by the Company or an Affiliate, this Option may be exercised to the
same extent that the Optionee would have been entitled to exercise it at the
date of death and may be exercised within a period of one (1) year after
the date of death, but in no case later than the Expiration Date set forth
above.  In such event, this Option shall
be exercisable only by the executors or administrators of the Optionee or by
the person or persons to whom the Optionee’s rights under the Option shall pass
by the Optionee’s will or the laws of descent and distribution.  Any portion of an Option that is not
exercisable at the time of an Optionee’s death shall automatically terminate.


 


8.             No
Right to Continued Employment.  This
Option will not confer upon the Optionee any right with respect to continuance
of employment by the Company or an Affiliate of the Company, nor will it
interfere in any way with the Company’s right or the Affiliate’s right to
terminate the Optionee’s employment at any time.


 


9.             Adjustments.
In the event of any change in the outstanding shares of Common Stock by reason
of any stock dividend, stock split, reverse stock split, reclassification,
combination, exchange of shares, or other similar recapitalization of the
Company, there shall be an appropriate and proportionate adjustment to the
number of Option Shares and the per share Exercise Price Per Share hereunder so
that the Optionee then shall receive for the aggregate Exercise Price paid by
the Optionee upon exercise of this Option the number of shares the Optionee
would have received if this Option had been exercised before such
recapitalization event occurred.  No
adjustment shall be made under this Section 9 upon the issuance by the
Company of any warrants, rights, or options to acquire additional Common Stock
or of securities convertible into Common Stock unless such warrants, rights,
options or convertible securities are issued to all of the Company’s
shareholders on a proportionate basis.


 


10.          Effective
of Certain Transactions. 
Notwithstanding any provision in this Option to the contrary, at the
time of the occurrence of any of the events described in Sections 10(a) through
(d) below, the Option shall be automatically converted into an Option to
acquire the kind and amount of shares of stock or other securities or property
that the Optionee would have owned or have been entitled to receive immediately
after the occurrence of the event, had the Option been exercised in full
immediately before the effective date of such event; provided, however, that
the vesting schedule of the Option shall remain unchanged, and, in any
such case, appropriate adjustment shall be made in the application of the
provisions of this Option with respect to the rights and interests thereafter
of the Optionee, to the end that the provisions set forth in this Option shall
thereafter correspondingly be made applicable, as nearly as may reasonably be,
in relation to any shares of stock or other securities or property thereafter
deliverable on the exercise of this Option:


 


3





















 


(a)           The
sale, lease, exchange or other transfer, directly or indirectly, of all or
substantially all of the assets of the Company (in one transaction or in a
series of related transactions) to a person or entity that is not controlled by
the Company,


 


(b)           The
approval by the Company’s shareholders of any plan or proposal for the
liquidation or dissolution of the Company;


 


(c)           Any
person or entity becomes the “beneficial owner” (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (“Exchange Act”)),
directly or indirectly, of more than fifty percent (50%) of the combined voting
power of the outstanding securities of the Company ordinarily having the right
to vote at elections of directors who were not beneficial owners of at least
fifty percent (50%) of such combined voting power as of the date the Company’s
Board of Directors adopted the Option Plan, and


 


(d)           A
merger or consolidation to which the Company is a party if the shareholders of
the Company immediately prior to the effective date of such merger or
consolidation have, solely on account of ownership of securities of the Company
at such time, “beneficial ownership” (as defined in Rule 13d-3 under the
Exchange Act) immediately following the effective date of such merger or
consolidation of securities of the surviving company representing less than
fifty percent (50%) of the combined voting power of the surviving corporation’s
then outstanding securities ordinarily having the right to vote at elections of
directors.


 


Notwithstanding any provision in the Option Plan or this Option
Agreement to the contrary, the Board of Directors or the Committee shall not
have the power or right, either before or after the occurrence of an event described
in subparagraph (a) through (d) above, to rescind, modify or amend
the provisions of this Section 10 without the consent of the Optionee.


 


11.          Limitation
on Payments and Benefits. 
Notwithstanding anything in this Agreement to the contrary, if any of
the payments or benefits to be made or provided in connection with this
Agreement, together with any other payments, benefits or awards which you have
the right to receive from the Company, or any corporation which is a member of
an “affiliated group” (as defined in Section 1504(a) of the Code
without regard to Section 1504(b) of the Code) of which the Company
is a member (“Affiliate”), constitute an “excess parachute payment” (as defined
in Section 280G(b) of the Code), such payments, benefits or awards to
be made or provided in connection with this Agreement, or any other agreement
between you and the Company or its Affiliates, may be reduced, eliminated,
modified or waived to the extent necessary to prevent all, or any portion, of
such payments, benefits or awards from becoming “excess parachute payments” and
therefore subject to the excise tax imposed under Section 4999 of the
Code.  The Optionee will have the sole
right and discretion to determine whether the payments, benefits or awards to
be made or provided in connection with this Agreement, or any other agreement
between the Optionee and the Company, should be reduced, whether or not such
other agreement with the Company or an Affiliate expressly addresses the
potential application of Section 280G or Section 4999 of the Code
(including, without limitation, that “payments” under such agreement be
reduced).  The Optionee will also have
the right to designate the particular payments, benefits or awards that are to
be reduced, eliminated, modified or waived; provided that no such adjustment
will be made if it results in additional expense to the Company in excess of
expenses the Company would have experienced


 


4





















 


if no adjustment had been
made.  The determination as to whether
any such decrease in the payments or benefits is necessary must be made in good
faith by legal counsel or a certified public accountant selected by you and
reasonably acceptable to the Company, and such determination will be conclusive
and binding upon you and the Company. 
The Company will pay or reimburse you on demand for the reasonable fees,
costs and expenses of the counsel or accountant selected to make the
determinations under this Section 11.


 


12.          Interpretation.  The interpretation and construction of any
provision of the Option Plan and this Option shall be made by the Board of
Directors or the Committee and shall be final, conclusive and binding on the
Optionee and all other persons.


 


13.          Definitions;
Option Plan Governs.  Any capitalized
term used herein that is not expressly defined herein shall have the meaning
ascribed to it in the Option Plan.  This
Option is in all respects subject to and governed by all of the provisions of
the Option Plan.


 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be
executed in its corporate name by its duly authorized officer, and the Optionee
has executed this Agreement as of the Grant Date set forth above.


 


	
   

  	
  COMPANY:

  	
  MathStar, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OPTIONEE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature of Optionee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name of Optionee Typed
  or Printed

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SS#

  	
          -        -          

  	
   

  
						



 


5





















 


EXHIBIT A


NOTICE OF EXERCISE
OF


STOCK OPTION


 


TO:


 


FROM:


 


DATE:


 


RE:                          Exercise
of Stock Option


 


I hereby exercise my
option to purchase                   shares
of Common Stock at $                   per
share (total exercise price of $             ).  This notice is given in accordance with the
terms of my Incentive Stock Option Agreement (“Agreement”) dated               .  The option price and vested amount is in
accordance with Sections 2 and 3 of the Agreement.


 


Check one:


 


o                                    Enclosed is cash,
or a cashier’s or certified check payable to MathStar, Inc. for the total
exercise price of the shares being purchased.


 


o                                    Attached is a
certificate(s) for                               shares
of common stock duly endorsed in blank and surrendered for the exercise price
of the shares being purchased.*


 










*The use of this
alternative is subject to the approval of MathStar, Inc.


 


Please prepare the stock
certificate in the following name(s):


 


	
  Sincerely,

  
	
   

  
	
   

  	
   

  
	
  (Signature)

  
	
   

  
	
   

  	
   

  
	
  (Print or Type Name)

  
	
   

  
	
  Letter and
  consideration

  
	
  received on

  	
   

  	
   

  
	
  (effective date of exercise)

  
					



 


6





















 


MATHSTAR,
INC.


2002
COMBINED INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN


 


NON-STATUTORY
STOCK OPTION AGREEMENT


 


 


	
  OPTIONEE:

  	
   

  
	
   

  	
   

  
	
  GRANT DATE:

  	
   

  
	
   

  	
   

  
	
  NUMBER OF OPTION SHARES:

  	
                 Shares

  
	
   

  	
   

  
	
  EXERCISE PRICE PER SHARE:

  	
  $             per
  Share

  
	
   

  	
   

  
	
  EXPIRATION DATE:

  	
   

  



 


 


THIS
AGREEMENT is made as of the Grant Date set forth above by and
between MathStar, Inc., a Minnesota corporation (the “Company”), and the
Optionee named above, who provides services to the Company or an Affiliate of
the Company as an employee, consultant, independent contractor, or other
service provider (the “Optionee”).


 


The Company desires, by
affording the Optionee an opportunity to purchase shares of its Common Stock,
par value $.01 per share (the “Common Stock”), as hereinafter provided, to
carry out the purpose of the MathStar, Inc. 2002 Combined Incentive and
Non-Statutory Stock Option Plan (the “Option Plan”).


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and for other good and valuable consideration, the parties hereby
agree as follows:


 


1.             Grant
of Option.  The Company hereby grants
to the Optionee the right and option (the “Option”) to purchase all or any part
of the aggregate number of shares of Common Stock set forth above (the “Option
Shares”) (such number being subject to adjustment as provided in Section 8
hereof) on the terms and subject to the conditions set forth in this
Agreement.  This Option is not intended
to be an “incentive stock option” within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”).


 


2.             Purchase
Price.  The per share purchase price
of the Option Shares shall be the Exercise Price Per Share set forth above
(such Exercise Price Per Share being subject to adjustment as provided in Section 8
hereof).


 


3.             Term
and Exercise of Option.


 


(a)               The
term of this Option shall commence on the Grant Date set forth above and shall
continue until the Expiration Date set forth above, unless earlier terminated
as provided herein.


 


1





















 


(b)               This
Option will become exercisable as follows: 
                              


 


(c)               To
exercise this Option, the Optionee shall give written notice to the Company, to
the attention of its President or other designated agent, in substantially the
form attached hereto as Exhibit A, and the Optionee shall deliver
payment in full for the Option Shares with respect to which this Option is then
being exercised, as provided in Section 4(a) below.


 


(d)               Neither
the Optionee nor the Optionee’s legal representatives, legatees or
distributees, as the case may be, will be, or will be deemed to be, a holder of
any Option Shares for any purpose unless and until certificates for such Option
Shares are issued to the Optionee or the Optionee’s legal representatives,
legatees or distributees under the terms of the Option Plan.


 


5.             Limitations
on Exercise of Option.


 


(a)           The
exercise of this Option will be contingent upon receipt from the Optionee (or
the purchaser acting under Section 7 below) of the full Exercise Price of
such Option Shares.  Payment of the
Exercise Price shall be made in cash or by a certified or cashier’s check.  However, in its sole discretion, the Company
may accept shares of Common Stock of the Company that have been owned by the
Optionee for at least six (6) months, or shares issuable upon the exercise
of this Option, having an aggregate Fair Market Value on the date of exercise
which is not less than the total Exercise Price, or a combination of cash and
such shares of Common Stock, in payment of the Exercise Price.  No Option Shares will be issued until full
payment therefor has been made and the Optionee has executed any and all
agreements that the Company may require the Optionee to execute.


 


(b)           The
issuance of Option Shares upon the exercise of this Option shall be subject to
all applicable laws, rules, and regulations. 
If, in the opinion of the Board of Directors of the Company or a
Committee of the Board of Directors, (i) the listing, registration, or
qualification of the Option Shares upon any securities exchange or under any
state or federal law, (ii) the consent or approval of any regulatory body,
or (iii) an agreement of the Optionee with respect to the disposition of
the Option Shares, is necessary or desirable as a condition to the issuance or
sale of the Option Shares, this Option shall not be exercised and/or Option
Shares shall not be sold unless and until such listing, registration, qualification,
consent, approval or agreement is effected or obtained in form satisfactory to
the Board of Directors or the Committee.


 


6.             Nontransferability
of Option.  This Option shall not be
transferable by the Optionee other than by will or the laws of descent and
distribution, and during the lifetime of the Optionee, this Option shall be
exercisable only by the Optionee.


 


7.             Termination
of Employment or Other Services.  Upon
termination of the Optionee’s employment or other relationship with the Company
or with an Affiliate other than as a result of the death of the Optionee, this
Option shall terminate and be immediately forfeited, whether or not
exercisable, and neither the Optionee nor the Optionee’s heirs, personal


 


2





















 


representatives,
successors or assigns shall have any future rights with respect to this Option.


 


8.             Death
of Optionee.  If the Optionee dies
while employed by or otherwise providing services to the Company or an
Affiliate, this Option may be exercised to the same extent that the Optionee
would have been entitled to exercise it at the date of death and may be
exercised within a period of one (1) year after the date of death, but in
no case later than the Expiration Date set forth above.  In such event, this Option shall be
exercisable only by the executors or administrators of the Optionee or by the
person or persons to whom the Optionee’s rights under the Option shall pass by
the Optionee’s will or the laws of descent and distribution.  Any portion of an Option that is not
exercisable at the time of an Optionee’s death shall automatically terminate.


 


9.             No
Right to Continue to Provide Services. 
This Option will not confer upon the Optionee any right to continue
providing services to the Company or an Affiliate of the Company as an
employee, consultant, independent contractor, or other service provider, nor
will it interfere in any way with the Company’s right or the Affiliate’s right
to terminate the Optionee’s employment or other services at any time.


 


10.           Adjustments.  In the event of any change in the outstanding
shares of Common Stock by reason of any stock dividend, stock split, reverse
stock split, reclassification, combination, exchange of shares, or other
similar recapitalization of the Company, there shall be an appropriate and
proportionate adjustment to the number of Option Shares and the per share
Exercise Price Per Share hereunder so that the Optionee then shall receive for
the aggregate Exercise Price paid by the Optionee upon exercise of this Option
the number of shares the Optionee would have received if this Option had been
exercised before such recapitalization event occurred.  No adjustment shall be made under this Section 9
upon the issuance by the Company of any warrants, rights, or options to acquire
additional Common Stock or of securities convertible into Common Stock unless
such warrants, rights, options or convertible securities are issued to all
shareholders of the Company on a proportionate basis.


 


11.           Effect
of Certain Transactions. Notwithstanding any provision in this Option to
the contrary, at the time of the occurrence of any of the events described in
Sections 10(a) through (d) below, the Option shall be automatically
converted into an Option to acquire the kind and amount of shares of stock or
other securities or property that the Optionee would have owned or have been
entitled to receive immediately after the occurrence of the event, had the
Option been exercised in full immediately before the effective date of such event;
provided, however, that the vesting schedule of the Option shall remain
unchanged, and, in any such case, appropriate adjustment shall be made in the
application of the provisions of this Option with respect to the rights and
interests thereafter of the Optionee, to the end that the provisions set forth
in this Option shall thereafter correspondingly be made applicable, as nearly
as may reasonably be, in relation to any shares of stock or other securities or
property thereafter deliverable on the exercise of this Option:


 


(a)           The
sale, lease, exchange or other transfer, directly or indirectly, of all or
substantially all of the assets of the Company (in one transaction or in a
series of related transactions) to a person or entity that is not controlled by
the Company,


 


3





















 


(b)           The
approval by the Company’s shareholders of any plan or proposal for the
liquidation or dissolution of the Company;


 


(c)           Any
person or entity becomes the “beneficial owner” (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (“Exchange Act”)),
directly or indirectly, of more than fifty percent (50%) of the combined voting
power of the outstanding securities of the Company ordinarily having the right
to vote at elections of directors who were not beneficial owners of at least
fifty percent (50%) of such combined voting power as of the date the Company’s
Board of Directors adopted the Option Plan; and


 


(d)           A
merger or consolidation to which the Company is a party if the shareholders of
the Company immediately prior to the effective date of such merger or
consolidation have, solely on account of ownership of securities of the Company
at such time, “beneficial ownership” (as defined in Rule 13d-3 under the
Exchange Act) immediately following the effective date of such merger or
consolidation of securities of the surviving company representing less than
fifty percent (50%) of the combined voting power of the surviving corporation’s
then outstanding securities ordinarily having the right to vote at elections of
directors.


 


Notwithstanding any
provision in the Option Plan or this Option Agreement to the contrary, the
Board of Directors or the Committee shall not have the power or right, either
before or after the occurrence of an event described in subparagraphs (a) through
(d) above, to rescind, modify or amend the provisions of this Section 10
without the consent of the Optionee.


 


11.          Limitation
on Payments and Benefits. 
Notwithstanding anything in this Agreement to the contrary, if any of
the payments or benefits to be made or provided in connection with this
Agreement, together with any other payments, benefits or awards which you have
the right to receive from the Company, or any corporation which is a member of an
“affiliated group” (as defined in Section 1504(a) of the Code without
regard to Section 1504(b) of the Code) of which the Company is a
member (“Affiliate”), constitute an “excess parachute payment” (as defined in Section 280G(b) of
the Code), such payments, benefits or awards to be made or provided in
connection with this Agreement, or any other agreement between you and the
Company or its Affiliates, may be reduced, eliminated, modified or waived to
the extent necessary to prevent all, or any portion, of such payments, benefits
or awards from becoming “excess parachute payments” and therefore subject to
the excise tax imposed under Section 4999 of the Code.  The Optionee will have the sole right and
discretion to determine whether the payments, benefits or awards to be made or
provided in connection with this Agreement, or any other agreement between the
Optionee and the Company, should be reduced, whether or not such other
agreement with the Company or an Affiliate expressly addresses the potential
application of Section 280G or Section 4999 of the Code (including,
without limitation, that “payments” under such agreement be reduced).  The Optionee will also have the right to
designate the particular payments, benefits or awards that are to be reduced,
eliminated, modified or waived; provided that no such adjustment will be made
if it results in additional expense to the Company in excess of expenses the
Company would have experienced if no adjustment had been made.  The determination as to whether any such decrease
in the payments or benefits is necessary must be made in good faith by legal
counsel or a certified public accountant selected by you and reasonably
acceptable to the Company, and such determination will


 


4





















 


be conclusive and binding
upon you and the Company.  The Company
will pay or reimburse you on demand for the reasonable fees, costs and expenses
of the counsel or accountant selected to make the determinations under this Section 11.


 


12.          Interpretation.  The interpretation and construction of any
provision of the Option Plan and this Option shall be made by the Board of
Directors or the Committee and shall be final, conclusive and binding on the
Optionee and all other persons.


 


13.          Definitions;
Option Plan Governs.  Any capitalized
term used herein that is not expressly defined herein shall have the meaning
ascribed to it in the Option Plan.  This
Option is in all respects subject to and governed by all of the provisions of
the Option Plan.


 


IN WITNESS
WHEREOF, the Company has caused this Agreement to be executed
in its corporate name by its duly authorized officer, and the Optionee has
executed this Agreement as of the Grant Date set forth above.


 


	
   

  	
  COMPANY:

  	
  MathStar, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OPTIONEE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature of Optionee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name of Optionee Typed
  or Printed

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SS#

  	
          -        -          

  	
   

  
								



 


5





















 


EXHIBIT A


NOTICE OF EXERCISE
OF


STOCK OPTION


 


TO:


 


FROM:


 


DATE:


 


RE:                          Exercise
of Stock Option


 


I hereby exercise my
option to purchase                shares
of Common Stock at $                per
share (total exercise price of $                ).  This notice is given in accordance with the
terms of my Non-Statutory Stock Option Agreement (“Agreement”) dated                           .  The option price and vested amount is in
accordance with Sections 2 and 3 of the Agreement.


 


Check one:


 


o                                    Enclosed is cash,
or a cashier’s or certified check payable to MathStar, Inc. for the total
exercise price of the shares being purchased.


 


o                                    Attached is a
certificate(s) for                            shares
of common stock duly endorsed in blank and surrendered for the exercise price
of the shares being purchased.*


 


o                                    I want to exercise
my option by surrendering a sufficient number of shares of Common Stock
issuable upon exercise of such option to pay the exercise price.*


 










*The use of each of these
alternatives is subject to the approval of MathStar, Inc.


 


Please prepare the stock
certificate in the following name(s):


 


	
  Sincerely,

  
	
   

  
	
   

  	
   

  
	
  (Signature)

  
	
   

  
	
   

  	
   

  
	
  (Print or Type Name)

  
	
   

  
	
  Letter and
  consideration

  
	
  received on

  	
   

  	
   

  
	
  (effective date of
  exercise)

  
					



 


6