Exhibit 10.26


 


QUICKLOGIC CORPORATION


 


2009 STOCK PLAN


 


NOTICE OF GRANT OF STOCK OPTIONS


 


Unless otherwise
defined herein, the terms defined in the 2009 Stock Plan (the “Plan”) will have
the same defined meanings in this Notice of Grant of Stock Options (the “Notice
of Grant”) and the Stock Option Agreement, attached hereto as Exhibit A
(the “Stock Option Agreement” or “Agreement”).


 


QuickLogic Corporation is
pleased to inform you that you, the undersigned Optionee, have been granted an
option (“Option”) to purchase common stock (hereinafter referred to as the “Shares”)
of the Company, subject to the terms and conditions of the Plan and this
Agreement, as follows:


 


	
  Optionee:

  	
   

  	
   

  	
   

  	
   

  
	
  Grant Number:

  	
   

  	
   

  	
   

  	
   

  
	
  Date of Grant:

  	
   

  	
   

  	
   

  	
   

  
	
  Vesting Commencement Date:

  	
   

  	
   

  	
   

  	
   

  
	
  Exercise Price, per Share:

  	
   

  	
   

  	
   

  	
   

  
	
  Number of Shares Granted:

  	
   

  	
   

  	
   

  	
   

  
	
  Term of Option:

  	
   

  	
   

  	
   

  	
   

  



 


	
  Type of
  Option:

  	
   

  	
  Incentive
  Stock Option

  	
   

  	
  Nonstatutory
  Stock Option

  



 


Vesting Schedule: The option may be exercised as it
vests.  The options will vest in
accordance with the following vesting schedule, so long as a Vesting Cessation
Date (as defined herein) has not occurred.


 


       25%
of the Shares subject to the Option shall vest twelve months after the Vesting
Commencement Date, and 1/48 of the Shares subject to the Option shall vest each
month thereafter.  Fully vested in four
years.


 


       25%
of the Shares subject to the Option shall vest twelve months after the Vesting
Commencement Date, and 1/8 of the Shares subject to the Option shall vest
fifteen months after the Vesting Commencement Date and each six months
thereafter.  Fully vested in 15 quarters.


 


       1/12
th of the Shares subject to the Option shall vest
for each full month of Service after the Vesting Commencement Date.  Fully vested in one year.


 

















 


       l/24th of the Shares subject to the Option shall vest
for each full month of Service after the Vesting Commencement Date.  Fully vested in two years.


 


       1/
       of the Shares subject to the Option shall
vest              
after the Vesting Commencement Date. 
Thereafter, 1/       of the Shares shall
vest for each full          of
Service.  Fully vested in       
          .


 


       1/
      of the Shares subject to the Option shall
vest for each full          of Service
after the Vesting Commencement Date.


 


       100%
of the Shares subject to the Option shall be fully vested on the grant date.


 


Termination of Relationship as a Service Provider or Provision of
Notice of Employment Termination; Vesting Cessation Date.  If Optionee (i) ceases to provide ongoing
service as a Service Provider (for any reason and regardless of any appropriate
court finding such termination unfair or irregular on any basis whatsoever), or
(ii) is provided with notice of termination of employment (for any reason
and regardless of any appropriate court finding the related termination unfair
or irregular on any basis whatsoever) and ceases to provide ongoing service
during the notice period, the Optionee may exercise his or her Option for a
three month period beginning (a) the earlier of the date of such cessation
as a Service Provider or the last date of ongoing service after receiving a
notice of termination of employment, or (b) such later date as required by
Applicable Law (the earlier of these dates or such later date required by Applicable
Law is referred to herein as the “Vesting Cessation Date,” as reasonably fixed
and determined by the Administrator). 
Such exercise period shall automatically extend from three to twelve
months in the event Optionee ceases to be a Service Provider as a result of
Optionee’s death or Disability.  In no
event shall this Option be exercised later than the expiration of the term of
such Option as set forth in the Option Agreement.  Optionee further acknowledges and agrees that
this Agreement, the transactions contemplated hereunder and the vesting
schedule set forth herein do not constitute an express or implied promise of
continued engagement as a Service Provider for the vesting period or for any
other period and shall not interfere with Optionee’s right or the Company’s
right to terminate Optionee’s relationship as a Service Provider at any time,
with or without notice, except as otherwise required by Applicable Law. At the
sole discretion of Company, subject to Applicable Law, Optionee may be paid a
lump sum for their cash compensation in lieu of notice. Options which do not
vest by the Vesting Cessation Date shall automatically become void and without
further effect.  In such event, the
underlying Shares shall be returned to the Plan.


 


The Stock Option Agreement
included as Exhibit A and the Plan are incorporated herein by
reference.  The Plan, Stock Option
Agreement and this Notice of Grant constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee’s interest except by means of a writing signed by the Company and the
Optionee.  The Company will administer
the Plan from the United States of America, and any disputes will be settled in
the U.S. according to U.S. law.  This
Notice of Grant, Stock Option Agreement, Plan and all awards are governed by
the internal substantive laws,


 


2

















 


but
not the choice of law principles, of the State of California, United States of
America.


 


By
Optionee’s signature and the signature of the Company’s representative below,
Optionee and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan, the Stock Option Agreement and this
Notice of Grant.  Optionee has reviewed
the Plan, the Stock Option Agreement and this Notice of Grant in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement and fully understands all provisions of the Plan, the
Stock Option Agreement and this Notice of Grant.  Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions relating to the Plan, the Stock Option Agreement and this Notice
of Grant.


 


	
  OPTIONEE:

  	
   

  	
  QUICKLOGIC
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
  Print Name

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  
					



 


 


	
  OPTIONEE
  ADDRESS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


BENEFICIARY:


 


	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  



 


Consent
of spouse required if beneficiary is
someone other than spouse:


 


	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
					



 


Please return this Notice of Grant of Stock Options to the Stock
Administrator of the Company.


 


3

















 


EXHIBIT A


 


STOCK OPTION AGREEMENT


 


1.             Grant of Option.  The Plan
Administrator of the Company hereby grants to the person named in the Notice of
Grant under the Plan (the “Optionee”) an option (the “Option”) to purchase the
number of Shares, as set forth in the Notice of Grant, at the exercise price
per share set forth in the Notice of Grant (the “Exercise Price”), subject to
the terms and conditions of the Notice of Grant, this Stock Option Agreement
and the Plan, which is incorporated by reference.  In the event of a conflict between the terms
and conditions of the Plan and the terms and conditions of this Option Agreement,
the terms and conditions of the Plan shall prevail.  If designated in the Notice of Grant as an
Incentive Stock Option (“ISO”), this Option is intended to qualify as an ISO
under Section 422 of the Code. 
However, any Option that exceeds the $100,000 rule of Code Section 422(d) shall
be treated as a Nonstatutory Stock Option (“NSO”).


 


2.             Exercise of Option.  This Option
is exercisable during its term in accordance with the Vesting Schedule set
out in the Notice of Grant and the applicable provisions of the Plan and this
Stock Option Agreement.  This Option
shall be deemed exercised when the Company receives:  (i) written or electronic notice of
exercise from the person entitled to exercise the Option; and (ii) full
payment of the Exercise Price, as defined herein, for Shares exercised.  The form of written notice of exercise is
attached as Exhibit A-1. The forms of consideration acceptable for the
payment of the aggregate Exercise Price are described in the Plan, Section 9(c).


 


3.             Term of Option.  This Option
may be exercised only within the Term of Option set out in the Notice of Grant,
and in accordance with the terms of the Plan and this Option Agreement.


 


4.             Tax Withholding and Consequences. 
Regardless of any action the Company takes with respect to any or all
income tax, social insurance, payroll tax, or other tax-related withholding,
fringe benefit tax (“FBT”)
or National Insurance Contribution (“NIC”)
tax paid or payable in respect of the grant, vesting, exercise, cancellation,
transfer of the Options or issuance of the Shares (“Tax-Related Items”), Optionee acknowledges
that the ultimate liability for all Tax-Related Items legally due by Optionee
are and remain Optionee’s responsibility and that the Company (a) makes no
representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the grant, vesting, exercise or delivery
of options or related Shares, the subsequent sale of Shares and/or the receipt
of any dividends; and (b) does not commit to structure the terms of a
option grant to reduce or eliminate Optionee’s liability for Tax-Related
Items.  Optionee should consult a tax
adviser and the Plan in order to determine the tax consequences before
exercising this Option or disposing of the Shares.


 


5.             Tax Matters.  If the
Optionee sells or otherwise disposes of any of the Shares acquired pursuant to
an ISO on or before the later of (i) two years after the grant date, or (ii) one
year after the exercise date, the Optionee shall immediately notify the Company
in writing of such disposition, and shall promptly provide any information that
may be requested by the Company and/or the Company’s consultant regarding such
sale or other disposition of the Shares. 
The Optionee agrees that he or she may be subject to income tax
withholding by the Company on the compensation


 


4

















 


income recognized from
such early disposition of ISO Shares by payment in cash or out of the current
earnings paid to the Optionee.


 


6.             Tax Obligations.  Optionee agrees to make appropriate
arrangements with the Company (or the Parent or Subsidiary employing or
retaining Optionee) in accordance with the procedures offered by the Company
for the satisfaction of all federal, state, local and foreign income and
employment tax withholding requirements, FBT and NIC applicable to the grant,
vesting or exercise of the Options and issuance of the Shares.  Optionee also agrees to reimburse or pay the
Company (including its Subsidiaries) in
full, any liability that the Company incurs towards any FBT or NIC paid or payable in respect of the grant, vesting,
exercise or cancellation of the Option or transfer or delivery of the Shares,
within the time and in the manner
prescribed by the Company.  The
Administrator may in its sole discretion determine amounts and whether the
withholding taxes and/or FBT and/or NIC with respect to such Option and related
Shares will be paid by cash, exercising and selling a portion of a vested
Option, electing to
have the Company withhold otherwise deliverable Shares having a value equal to
the minimum amount statutorily required to be withheld, selling a sufficient number of such
Shares otherwise deliverable to Optionee through such means as the Company may
determine in its sole discretion (whether through a broker or otherwise) having
a Fair Market Value equal to the amount required, by directing of a portion of
the proceeds to the Company, by payroll withholding, by delivering already
vested and owned Shares to the Company, by delivering net shares, by direct
payment from the Optionee to the Company, by some other method, or by some
combination thereof.  Optionee agrees to execute any additional
documents requested by the Company for such reimbursement of such taxes to the
Company.


 


Optionee
grants to the Company the irrevocable authority, as agent of Optionee and on
Optionee’s behalf, to sell or procure the sale of sufficient Shares subject to
this Option so that the net proceeds receivable by the Company are as far as
possible equal to but not less than the amount of any withholding tax, FBT or
NIC the Optionee is liable for (including pursuant to the preceding paragraph)
and the Company will account to Optionee for any balance.


 


Optionee
acknowledges and agrees that the Company may refuse to allow the exercise of
Options or the delivery of Shares if Optionee has not made appropriate
arrangements with the Company to satisfy tax withholding requirements, FBT or
NIC.


 


7.             No Guarantee of Continued Service.  OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL
OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR
PURCHASING SHARES HEREUNDER).  OPTIONEE
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE
WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S SERVICE
PROVIDER STATUS AT ANY TIME, WITH OR WITHOUT CAUSE, EXCEPT AS OTHERWISE
REQUIRED BY APPLICABLE LAW.  ACCORDINGLY,
OPTIONEE DOES NOT HAVE ANY ENTITLEMENT TO AN OPTION IF


 


5

















 


OPTIONEE RESIGNS OR IF
THERE IS A VESTING CESSATION DATE FOR ANY REASON PRIOR TO THE DATE THAT THE
OPTION VESTS.


 


8.             Data Privacy.  By accepting
this Stock Option Agreement or any Shares upon exercise thereof, Optionee
explicitly and unambiguously consents to the collection, use and transfer, in
electronic or other form, of Optionee’s personal data as described in this
document by and among, as applicable, the Company, its subsidiaries and
affiliates for the exclusive purpose of implementing, administering and
managing Optionee’s participation in the Plan. 
For the purpose of implementing, administering and managing the Plan,
Optionee understands that the Company holds certain personal information about
Optionee, including, but not limited to, Optionee’s name, home address and
telephone number, date of birth, Tax ID or other identification number, salary,
nationality, job title, any equity or directorships held in the Company,
details of all equity awards or any entitlement to Shares awarded, canceled,
exercised, vested, unvested or outstanding in Optionee’s favor, for the purpose
of implementing, administering and managing the Plan (“Data”).  Optionee understands that Data may be
transferred to any third parties assisting in the implementation,
administration and management of the Plan, that these recipients may be located
in Optionee’s country or elsewhere.  The
Company, as a global company, may transfer Optionee’s personal data to
countries that may not provide an adequate level of protection.  The Company, however, is committed to
providing a suitable and consistent level of protection for Optionee’s personal
data regardless of the country in which it resides.  Optionee understands that Optionee may
request information regarding the Company’s stock plan administration by
contacting Human Resources, the Chief Financial Officer or their designee.  Optionee authorizes the recipients to
receive, possess, use, retain and transfer the 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 such Data as may
be required to a broker or other third party with whom Optionee deposits any
Shares issued at exercise of an option. 
Optionee understands that Data will be held as long as is necessary to
implement, administer and manage the Plan. 
Optionee understands that Optionee 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 Human Resources or the Chief
Financial Officer.  Optionee understands,
however, that refusing or withdrawing Optionee’s 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 Human
Resources, the Chief Financial Officer or their designee.


 


9.             Electronic Delivery. 
The Company may, in its sole discretion, decide to deliver any documents
related to the Option or issuance of Shares and participation in the Plan or
future Stock Option Agreements that may be awarded under the Plan by electronic
means or to 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 another third party designated by the Company.


 


10.           Payments after Death.  Any
distribution or delivery to be made to the Optionee under this Agreement will,
if the Optionee is then deceased, be made to the administrator or executor of
the Optionee’s estate or, if none, to the persons entitled to receive such
distribution or delivery under the


 


6

















 


Optionee’s
will or the laws of descent or distribution.  Any such
recipient must furnish the Company with (a) written notice of his or her
status as transferee, and (b) evidence satisfactory to the Company to
establish the validity of the transfer and compliance with any laws or
regulations pertaining to said transfer.


 


11.           Option is Not Transferable. 
Except to the limited extent provided in paragraph 10 of this
Agreement, this Option and the rights and privileges conferred hereby will not
be transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) and will not be subject to sale under execution,
attachment or similar process.  Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this
Option, or any right or privilege conferred hereby, or upon any attempted sale
under any execution, attachment or similar process, this Option and the rights
and privileges conferred hereby immediately will become null and void.


 


12.           Rights as Stockholder.  Neither the
Optionee nor any person claiming under or through the Optionee will have any of
the rights or privileges of a stockholder of the Company in respect of any
Shares deliverable hereunder unless and until certificates representing such
Shares will have been issued, recorded on the records of the Company or its
transfer agents or registrars, and delivered to the Optionee or Optionee’s
broker or had the Shares electronically transferred to Optionee’s account.


 


13.           Acknowledgments.  The Optionee
expressly acknowledges the following:


 


(a)           The Company (whether or not Optionee’s employer) is
granting the Option.  That the Option,
future grants of Options, and benefits and rights provided under the Plan are
at the complete discretion of the Company and do not constitute regular or
periodic payments, or remuneration under the terms of employment.  No grant of Options will be deemed to create
any obligation to grant any further options, whether or not such a reservation
is explicitly stated at the time of such a grant.  The benefits and rights provided under the
Plan are not to be considered part of Optionee’s salary or total compensation
for purposes of determining Optionee’s entitlement upon termination and will
not be included for purposes of calculating any severance, resignation, termination,
redundancy or other end of service payments, vacation, bonuses, long-term
service awards, indemnification, pension or retirement benefits, life
insurance, 401(k) profit sharing or any other payments, benefits or rights
of any kind.  Optionee waives any and all
rights to compensation or damages as a result of the termination of employment
with the Company or its subsidiaries and the administration of the Plan and
this grant for any reason whatsoever insofar as those rights result or may
result from:


 


(i)            the loss or diminution in
value of such rights under the Plan, or


 


(ii)           Optionee
ceasing to have any rights under, or ceasing to be entitled to any rights under
the Plan as a result of such termination or administration.


 


(b)           The Company has the right, at any time to amend,
suspend or terminate the Plan.  The Plan
will not be deemed to constitute, and will not be construed by Optionee to
constitute, part of the terms and conditions of employment, and that the Company
will not incur any liability of


 


7

















 


any kind to Optionee as a result of any change or
amendment, or any cancellation, of the Plan at any time.


 


(c)           The Optionee’s employment with the Company and its
Subsidiaries is not affected at all by any grant and it is agreed by the
Optionee not to create an entitlement and will not be included in the Optionee’s
entitlement at common law for damages during any reasonable notice period.  Accordingly, the terms of the Optionee’s
employment with the Company and its Subsidiaries will be determined from time
to time by the Company or the Subsidiary employing the Optionee (as the case
may be), and the Company or the Subsidiary will have the right, which is hereby
expressly reserved, to terminate or change the terms of the employment of the
Optionee at any time for any reason whatsoever, with or without good cause or
notice, and to determine when Optionee is no longer providing ongoing service
to the Company for purposes of administering Optionee’s Option, except as may
be expressly prohibited by the laws of the jurisdiction in which the Optionee
is employed.


 


(d)           The future value of the Shares is unknown and cannot
be predicted with certainty.


 


(e)           Choice
of Language.


 


(i)            For Employees of Canadian Locations:  The undersigned agrees that it is his or her
express wish that this form and all documents relating to his or her
participation in the scheme be drawn in the English language only.  Le soussigné convient que sa
volonté expresse est que ce formulaire ainsi que tous les documents se
rapportant à sa participation au régime soient rédigés en langue anglaise
seulement.


 


(ii)           For
Employees of Locations Other than Canada: 
Optionee has received this Agreement and any other related
communications and consents to having received these documents solely in
English.


 


14.           Binding Agreement.  Subject to
the limitation on the transferability of this grant contained herein, this
Agreement will be binding upon and inure to the benefit of the heirs, legatees,
legal representatives, successors and assigns of the parties hereto.


 


15.           Additional Conditions to
Issuance of Stock.  If at any
time the Company will determine, in its discretion, that the listing,
registration or qualification of the Shares upon any securities exchange or under
any state or federal law, or the consent or approval of any governmental
regulatory authority is necessary or desirable as a condition to the issuance
of Shares to the Optionee (or Optionee’s estate), such issuance will not occur
unless and until such listing, registration, qualification, consent or approval
will have been effected or obtained free of any conditions not acceptable to
the Company.  The Company will make all
reasonable efforts to meet the requirements of any such state or federal law or
securities exchange and to obtain any such consent or approval of any such
governmental authority.


 


16.           Administrator Authority.  The Administrator has the power to interpret
the Plan, the Notice of Grant and this Agreement and to adopt such rules for
the administration, interpretation and


 


8

















 


application
thereof as are consistent therewith and to interpret or revoke any such
rules.  Any dispute regarding the interpretation of this
Agreement will be submitted by Optionee or by the Company forthwith to the
Administrator which will review such dispute at its next regular meeting.  All actions taken and all
interpretations and determinations made by the Administrator in good faith will
be final and binding upon Optionee, the Company and all other interested
persons.  No member of the Administrator
will be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan, the Notice of Grant or this Agreement.


 


17.           Address for Notices.  Any notice to
be given to the Company under the terms of this Agreement will be made in
writing and deemed effective: (i) upon delivery when delivered in person;
or (iii) when delivered by registered or certified mail, postage prepaid,
return receipt requested, addressed to the Company at 1277 Orleans Drive,
Sunnyvale, CA 94089, Attn: Stock Administrator, or at such other address
as the Company may hereafter designate in writing or electronically.


 


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


 


19.           Agreement
Severable.  In the
event that any provision in this Agreement will be held invalid or
unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining
provisions of this Agreement.


 


20.           Modifications
to the Agreement.  This
Agreement constitutes the entire understanding of the parties on the subjects covered.  Optionee expressly warrants that he or she is
not accepting this Agreement in reliance on any promises, representations, or
inducements other than those contained herein. 
Modifications to this Agreement or the Plan can be made only in an
express written contract executed by a duly authorized officer of the
Company.  Notwithstanding anything to the
contrary in the Plan or this Agreement, the Company reserves the right to
revise this Agreement as it deems necessary or advisable, in its sole discretion
and without the consent of Optionee, to comply with Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) or to otherwise avoid
imposition of any additional tax or income recognition under Section 409A
of the Code in connection with this Option.


 


21.           No Waiver.  Either party’s
failure to enforce any provision or provisions of this Agreement will not in
any way be construed as a waiver of any such provision or provisions, nor
prevent that party from thereafter enforcing each and every other provision of
this Agreement.  The rights granted both
parties herein are cumulative and will not constitute a waiver of either party’s
right to assert all other legal remedies available to it under the
circumstances.


 


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Exhibit A-1


 


QUICKLOGIC
CORPORATION


2009
STOCK PLAN


STOCK
OPTION EXERCISE FORM


 


Your completed form should be returned by fax or
mail to:  Stock Administration.  Phone: (408) 990-4120.


Fax:  (408)
990-4276.  Incomplete forms may cause
a delay in processing/receipt of funds.


 


	
  Date:

  	
   

  	
   Country in Which You Work:

  	
   

  	
   Dept. #:

  	
   

  	
   Emp. ID:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   SS#:

  	
   

  	
   Work Phone:

  	
   

  
	
   

  
	
  Home Address:

  	
   

  
	
  (Number and Street)

  
	
   

  	
   

  
	
  (City, State, Zip Code/Postal Code, Country)

  
														



 


1.     I hereby
elect to exercise the following stock option(s):


 


	
  Grant #

  	
   

  	
  Grant 

  Date

  	
   

  	
  Grant Type

  (ISO/NQ)

  	
   

  	
  Grant Price

  Per Share

  	
   

  	
  # of Shares

  to Exercise

  	
   

  	
  Amount Due

  For Stock

  	
   

  	
  Amount Due

  For Taxes **

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  TOTALS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2.     Method
of Exercise (Please Check One):


 


             Cash
Exercise (Exercise-and-Hold)


             Same-Day-Sale
(Exercise and sell all shares)


 


It is your responsibility to contact a broker to
sell your stock option shares.


Stock Administration will not contact a broker for you.


 


**Tax Due: (U.S. employees ONLY) For NQ
option exercise - We are required to collect Federal Income Tax, Applicable
State Income Tax, Medicare, Social Security, and SDI.


 


3.     Please deliver all shares to: (If
shares are to be delivered to a broker, you must establish an account prior to
delivery.)


 


	
               Broker
  Name:

  	
   

  	
   Acct.#:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
               Broker
  DTC#:

  	
   

  	
   Broker Phone:

  	
   

  
					



 

















 


             Mail
stock certificate to my home address as listed above (make sure the address is
legible.)


 


4.     I understand that Stock
Administration will not process my exercise until all information has been
provided.


 


I
understand that I should read a current copy of the Company’s Prospectus prior
to making any investment; and that, if necessary, I can contact the Company
directly to obtain one.


 


I
understand that, if I am an officer or director of the Company, I may be
subject to additional requirements under Federal securities regulation which
pertain to this type of transaction.


 


 


	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  Print Name

  



 


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