Exhibit 4.3


 


NETLIST,
INC.


 


STOCK OPTION AGREEMENT


(Form of Stock
Option Agreement)


 


This STOCK OPTION AGREEMENT, dated as of July 1,
2009 (this “Agreement”), is between NETLIST, INC., a Delaware
corporation (the “Company”), and Paul Duran (the “Optionee”).  Capitalized terms used herein without
definition shall have the meaning ascribed to such terms in the Company’s 2006
Equity Incentive Plan, a copy of which is attached hereto as Exhibit A
(the “Plan”).


 


1.             Grant
of  Option.  Pursuant to the
Plan, the Company grants to the Optionee an option (the “Option”) to
purchase from the Company all or any number of an aggregate of 50,000 shares,
subject to adjustment pursuant to Section 8 of the Plan (the “Option
Shares”), of the Company’s common stock, $.001 par value per share, at a
price of $0.35 per share.  The Option is
granted as of July 1, 2009 (the “Grant  Date”).


 


2.             Character
of  Option.  The Option is
intended to be treated as an “incentive stock option” within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the “Code”).


 


3.             Duration
of  Option.  Unless subject
to earlier expiration or termination pursuant to the terms of the Plan, the
Option shall expire on the ten year anniversary of the Grant Date.


 


4.             Exercisability
of  Option.  The Option may be exercised, at any time
and from time to time until its expiration or termination, for any or all of
those Option Shares in respect of which the Option shall have become
exercisable, in accordance with the provisions set forth below in this Section 4,
on or at any time prior to the date of any such exercise.  Subject to the provisions of the Plan
(including, without limitation, the provisions of Section 7.1(e) of
the Plan), the Option shall become exercisable (i) in the amount of 12,500
shares of Common Stock of the first anniversary of the Date of Grant, and (ii) in
twelve (12) equal quarterly installments thereafter until vested in full (or
otherwise terminated), such that, on July 1, 2013, the Option shall be
vested as to all of the Shares, provided, however, that in the event that
Optionee’s employment with the Company is terminated by the Company as a result
of Optionee’s death or disability, an additional 25% of the total number of
Shares (or such fewer number as then remain unvested) shall Accelerate and vest
on the date of such termination.  These
installments shall be cumulative, such that Optionee may exercise the Option as
to any or all of the Shares covered by any installment at any time or times
after such installment vests and prior to termination of the Option.  The foregoing notwithstanding, except to the
extent the Option vests upon the termination of Optionee’s employment with the
Company as provided above, the Option shall cease vesting upon the termination
of Optionee’s employment with the Company for any reason.  Notwithstanding anything expressed or


 

















 


implied to the contrary in the foregoing provisions of
this Section 4, the exercisability of the Option may, as provided in Section 7.1(d) of
the Plan, at any time be Accelerated in the discretion of the Committee.


 


5.             Transfer
of  Option.  Other than as
expressly permitted by the provisions of Section 6.4 of the Plan, the
Option may not be transferred except by will or the laws of descent and
distribution and, during the lifetime of the Optionee, may be exercised only by
the Optionee.


 


6.             Incorporation
of  Plan  Terms.  The
Option is granted subject to all of the applicable terms and provisions of the
Plan, including, but not limited to, the limitations on the Company’s obligation
to deliver Option Shares upon exercise set forth in Section 9.2 (Violation
of Law), Section 9.3 (Corporate Restrictions on Rights in Stock), Section 9.4
(Investment Representations) and Section 9.7 (Tax Withholding).


 


7.             Miscellaneous.  This Agreement shall be construed and
enforced in accordance with the internal, substantive laws of the State of
Delaware and shall be binding upon and inure to the benefit of any successor or
assign of the Company and any executor, administrator, trustee, guardian, or other
legal representative of the Optionee.


 


IN WITNESS WHEREOF, the parties have executed this
Incentive Stock Option Agreement as a sealed instrument as of the date first
above written.


 


	
  NETLIST, INC.

  	
   

  	
  OPTIONEE

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Michael S. Oswald

  	
   

  	
  Paul Duran

  
	
   

  	
  Assistant Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Optionee’s Address:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


2

















 


Exhibit A


 


NETLIST,
INC.


 


2006
EQUITY INCENTIVE PLAN