Exhibit 10.10


 


SEMILEDS CORPORATION 2010 EQUITY INCENTIVE PLAN


NOTICE OF STOCK OPTION GRANT


 


You
have been granted the following option to purchase shares of the Common Stock
of SemiLEDs Corporation (the “Company”):


 


Name of Optionee:                                                                                                                                             «Name»


 


Total Number of Shares:                                                                                                               «TotalShares»


 


[Type of Option]:                                                                                                                                              [«ISO»          Incentive Stock Option


 


«NSO»         Nonstatutory Stock Option]


 


Exercise Price per Share:                                                                                                                $«PricePerShare»


 


Date of Grant:                                                                                                                                                                      «DateGrant»


 


Vesting Commencement Date:                                                                                 «VestDay»


 


Vesting/Exercise
Schedule:                                                                                                 [This option becomes vested and exercisable with respect to «CliffPercent»% of the shares
subject to this option on the anniversary of the Vesting Commencement Date in
each of the following four years:
              ,
                  ,
                  
and               ,
so long as you provide continuous “Service” (as defined in the Plan) through
each such date.]


 


Expiration Date:                                                                                                                                                            «ExpDate».  This option
expires earlier if your Service terminates earlier, as described in the Stock
Option Agreement.


 


You
and the Company agree that this option is granted under and governed by the
terms and conditions of the 2010 Equity Incentive Plan (the “Plan”) and the
Stock Option Agreement, both of which are attached to and made a part of this
document.


 


You further agree that the Company may deliver by email
all documents relating to the Plan or this option (including, without
limitation, prospectuses required by the Securities and Exchange Commission)
and all other documents that the Company is required to deliver to its security
holders (including, without limitation, annual reports and proxy
statements).  You also agree that the
Company may deliver these documents by posting them on a web site maintained by
the Company or by a third party under contract with the Company.  If the Company posts these documents on a web
site, it will notify you by email.


 


You
further agree to comply with the Company’s Securities Trading Policy when
selling shares of the Company’s Common Stock.


 


	
  OPTIONEE:

  	
   

  	
  SEMILEDS
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 

















 


SEMILEDS CORPORATION 2010 EQUITY
INCENTIVE PLAN


STOCK OPTION AGREEMENT


 


	
  [Tax
  Treatment]

  	
   

  	
  This
  option is intended to be an incentive stock option under Section 422 of
  the Internal Revenue Code or a nonstatutory stock option, as provided in the
  Notice of Stock Option Grant.

  
	
   

  	
   

  	
   

  
	
  Vesting/Exercise
  Schedule

  	
   

  	
  This option becomes vested and exercisable in installments, as shown
  in the Notice of Stock Option Grant. 
  This option will not become vested and exercisable for additional
  shares after your Service has terminated for any reason.

  
	
   

  	
   

  	
   

  
	
  Term

  	
   

  	
  This
  option expires in any event at the close of business at Company headquarters
  on the day before the     th anniversary of the Date of Grant, as shown
  in the Notice of Stock Option Grant. 
  (It will expire earlier if your Service terminates, as described
  below.)

  
	
   

  	
   

  	
   

  
	
  Regular
  Termination

  	
   

  	
  If
  your Service terminates for any reason except death or total and permanent
  disability, then this option will expire at the close of business at Company
  headquarters on the date three months after your termination date.  The Company determines when your Service
  terminates for this purpose.

  
	
   

  	
   

  	
   

  
	
  Death

  	
   

  	
  If
  you die before your Service terminates, then this option will expire at the
  close of business at Company headquarters on the date 12 months after the
  date of death.

  
	
   

  	
   

  	
   

  
	
  Disability

  	
   

  	
  If your Service terminates because of your total and permanent
  disability, then this option will expire at the close of business at Company
  headquarters on the date 12 months after your termination date.

   

  For
  all purposes under this Agreement, “total and permanent disability” means
  that you are unable to engage in any substantial gainful activity by reason
  of any medically determinable physical or mental impairment which can be
  expected to result in death or which has lasted, or can be expected to last,
  for a continuous period of not less than one year.

  
	
   

  	
   

  	
   

  
	
  Leaves
  of Absence and Part-Time Work

  	
   

  	
  For purposes of this option, your Service does not terminate when you
  go on a military leave, a sick leave or another bona fide
  leave of absence, if the leave was approved by the Company in writing and if
  continued crediting of Service is required by the terms of the leave or by
  applicable law.  But your Service
  terminates when the approved leave ends, unless you immediately return to
  active work.

  



 


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  If you go on a leave of absence, then the vesting schedule specified
  in the Notice of Stock Option Grant may be adjusted in accordance with the
  Company’s leave of absence policy or the terms of your leave.  If you commence working on a part-time
  basis, then the vesting schedule specified in the Notice of Stock Option
  Grant may be adjusted in accordance with the Company’s part-time work policy
  or the terms of an agreement between you and the Company pertaining to your
  part-time schedule.

  
	
   

  	
   

  	
   

  
	
  Restrictions
  on Exercise

  	
   

  	
  The Company will not permit you to exercise this option if the
  issuance of shares at that time would violate any law or regulation.

  
	
   

  	
   

  	
   

  
	
  Notice
  of Exercise

  	
   

  	
  When you wish to exercise this option, you must notify the Company by
  filing the proper “Notice of Exercise” form at the address given on the
  form.  Your notice must specify how
  many shares you wish to purchase.  Your
  notice must also specify how your shares should be registered.  The notice will be effective when the
  Company receives it.

   

  However, if you wish to exercise this option by executing a same-day
  sale (as described below), you must follow the instructions of the Company
  and the broker who will execute the sale.

   

  If someone else wants to exercise this option after your death, that
  person must prove to the Company’s satisfaction that he or she is entitled to
  do so.

  
	
   

  	
   

  	
   

  
	
  Form of
  Payment

  	
   

  	
  When you submit your notice of exercise, you must include payment of
  the option exercise price for the shares that you are purchasing.  To the extent permitted by applicable law,
  payment may be made in one (or a combination of two or more) of the following
  forms:

   

  ·                  By delivering
  to the Company your personal check, a cashier’s check or a money order.

   

  ·                  By delivering
  to the Company certificates for shares of Company stock that you own, along
  with any forms needed to effect a transfer of those shares to the Company.  The value of the shares, determined as of
  the effective date of the option exercise, will be applied to the option
  exercise price.  Instead of
  surrendering shares of Company stock, you may attest to the ownership of
  those shares on a form provided by the Company and have the same number of
  shares subtracted from the option shares issued to you.

   

  ·                  By giving to
  a securities broker approved by the Company irrevocable directions to sell
  all or part of your option shares and to deliver to the Company, from the
  sale proceeds, an amount sufficient to pay the 

  



 


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  option exercise price and any withholding taxes.  (The balance of the sale proceeds, if any,
  will be delivered to you.)  The
  directions must be given in accordance with the instructions of the Company
  and the broker.  This exercise method
  is sometimes called a “same-day sale.”

  
	
   

  	
   

  	
   

  
	
  Withholding
  Taxes and Stock Withholding

  	
   

  	
  You will not be allowed to exercise this option unless you make
  arrangements acceptable to the Company to pay any withholding taxes that may
  be due as a result of the option exercise. 
  With the Company’s consent, these arrangements may include withholding
  shares of Company stock that otherwise would be issued to you when you
  exercise this option.  The value of
  these shares, determined as of the effective date of the option exercise,
  will be applied to the withholding taxes.

  
	
   

  	
   

  	
   

  
	
  Restrictions
  on Resale

  	
   

  	
  You agree not to sell any option shares at a time when applicable
  laws, Company policies or an agreement between the Company and its
  underwriters prohibit a sale.  This
  restriction will apply as long as your Service continues and for such period
  of time after the termination of your Service as the Company may specify.

  
	
   

  	
   

  	
   

  
	
  Transfer
  of Option

  	
   

  	
  Prior to your death, only you may exercise this option.  You cannot transfer or assign this option.  For instance, you may not sell this option
  or use it as security for a loan.  If
  you attempt to do any of these things, this option will immediately become
  invalid.  You may, however, dispose of
  this option in your will or a beneficiary designation.

   

  Regardless of any marital property settlement agreement, the Company
  is not obligated to honor a notice of exercise from your former spouse, nor
  is the Company obligated to recognize your former spouse’s interest in your
  option in any other way.

  
	
   

  	
   

  	
   

  
	
  Retention
  Rights

  	
   

  	
  Your option or this Agreement does not give you the right to be
  retained by the Company or a subsidiary of the Company in any capacity.  The Company and its subsidiaries reserve
  the right to terminate your Service at any time, with or without cause.

  
	
   

  	
   

  	
   

  
	
  Stockholder
  Rights

  	
   

  	
  You, or your estate or heirs, have no rights as a stockholder of the
  Company until you have exercised this option by giving the required notice to
  the Company and paying the exercise price. 
  No adjustments are made for dividends or other rights if the
  applicable record date occurs before you exercise this option, except as
  described in the Plan.

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

  	
  In the event of a stock split, a stock dividend or a similar change
  in Company stock, the number of shares covered by this option and the
  exercise price per share will be adjusted pursuant to the Plan.

  
	
   

  	
   

  	
   

  
	
  Applicable
  Law

  	
   

  	
  This Agreement will be interpreted and enforced under the laws of the
  

  



 


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  State of Delaware (without regard to their choice-of-law provisions).

  
	
   

  	
   

  	
   

  
	
  The
  Plan and Other Agreements

  	
   

  	
  The text of the Plan is incorporated in this Agreement by reference.

   

  This Agreement and the Plan constitute the entire understanding
  between you and the Company regarding this option.  Any prior agreements, commitments or
  negotiations concerning this option are superseded.  This Agreement may be amended only by
  another written agreement between the parties.

  



 


BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


 


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