ex10-2.htm


    EXHIBIT
10.2

     

    
      SIGMA
DESIGNS, INC.

       

      2009
STOCK INCENTIVE PLAN

       

      NOTICE
OF STOCK OPTION GRANT

       

      You have
been granted the following Option to purchase Common Stock of SIGMA DESIGNS,
INC. (the “Company”) under the Company’s 2009 Stock Incentive Plan (the
“Plan”):

       

      
        
          
            
              	
                      Name
      of Optionee:

                    	
                      [Name
      of Optionee]

                    
	
                      Total
      Number of Option Shares Granted:

                    	
                      [Total
      Number of Shares]

                    
	
                      Type
      of Option:

                    	
                      ⁭  Incentive
      Stock Option

                    
	 
      	
                      ⁭  Nonstatutory
      Stock Option

                    
	
                      Exercise
      Price Per Share:

                    	
                      $_________________

                    
	
                      Grant
      Date:

                    	
                      [Date
      of Grant]

                    
	
                      Vesting
      Commencement Date:

                    	
                      [Vesting
      Commencement Date]

                    
	
                      Vesting
      Schedule:

                    	
                      [Vesting
      Schedule]

                    
	
                      Expiration
      Date:

                    	
                      [Expiration
      Date] This Option expires earlier if your Service terminates earlier, as
      described in the Stock Option
Agreement.

                    


            

          

        

      

       

      By
your signature and the signature of the Company’s representative below, you and
the Company agree that this Option is granted under and governed by the term and
conditions of the Plan and the Stock Option Agreement (the “Agreement”), both of
which are attached to and made a part of this document.

       

      By
signing this document you further agree that the Company may deliver by e-mail
all documents relating to the Plan or this Award (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 website maintained by the Company or by a third
party under contract with the Company.  If the Company posts these
documents on a website, it will notify you by e-mail.

       

      
        	
                OPTIONEE:

              	
                SIGMA
      DESIGNS, INC.

              
	 
      	 
      
	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	
                Optionee’s
      Signature

              	 
      
	 
      	 
      
	 
      	 
      	
                Title:

              	 
      
	
                Optionee’s
      Printed Name

              	 
      


      

       

      
 

       

      
        
          SIGMA
DESIGNS, INC.
NOTICE OF STOCK OPTION GRANT

          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

      SIGMA
DESIGNS, INC.

       

      2009
STOCK 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 option, as provided in the
      Notice of Stock Option Grant. Even if this Option is designated as an
      incentive stock option, it shall be deemed to be a nonstatutory option to
      the extent required by the $100,000 annual limitation under Section 422(d)
      of the Internal Revenue Code.

                    
	
                      Vesting

                    	
                      This
      Option becomes exercisable in installments, as shown in the Notice of
      Stock Option Grant. This Option will in no event become exercisable for
      additional Shares after your Service as an Employee or a Consultant 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 10th anniversary of the Grant Date, as
      shown on the Notice of Stock Option Grant. This Option may 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” (as defined in the Plan), then this Option will
      expire at the close of business at Company headquarters on the date three
      (3) months after the date your Service terminates (or, if earlier, the
      Expiration Date). The Company determines when your Service terminates for
      this purpose and all purposes under the Plan and its determinations are
      conclusive and binding on all persons.

                    
	
                      Death

                    	
                      If
      your Service terminates because of death, then this Option will expire at
      the close of business at Company headquarters on the date 12 months after
      the date your Service terminates (or, if earlier, the Expiration Date).
      During that period of up to 12 months, your estate or heirs may exercise
      the Option.

                    
	
                      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 the date your Service terminates
      (or, if earlier, the Expiration Date).

                    
	
                      Leaves
      of Absence

                    	
                      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.

                    
	 
      	
                      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.

                    


            

          

           

           

           

          
            
              SIGMA
DESIGNS, INC.
STOCK OPTION AGREEMENT

              
              

            

            
              -1-

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        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. The inability of
      the Company to obtain approval from any regulatory body having authority
      deemed by the Company to be necessary to the lawful issuance and sale of
      the Company stock pursuant to this Option shall relieve the Company of any
      liability with respect to the non-issuance or sale of the Company stock as
      to which such approval shall not have been obtained.

                      
	
                        Notice
      of Exercise

                      	
                        When
      you wish to exercise this Option you must provide a notice of exercise
      form in accordance with such procedures as are established by the Company
      and communicated to you from time to time. Any notice of exercise must
      specify how many Shares you wish to purchase and how your Shares should be
      registered. The notice of exercise will be effective when it is received
      by the Company. 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 you are purchasing. Payment may be made in
      the following form(s):

                      
	 
      	
                        •

                      	
                        Your
      personal check, a cashier’s check or a money order.

                      
	 
      	
                        •

                      	
                        Certificates
      for Shares 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, 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 Shares issued to you upon
      exercise of the Option. However, you may not surrender, or attest to the
      ownership of Shares in payment of the exercise price if your action would
      cause the Company to recognize a compensation expense (or additional
      compensation expense) with respect to this Option for financial reporting
      purposes.

                      
	 
      	
                        •

                      	
                        By
      delivery on a notice of exercise form approved by the Company of an
      irrevocable direction to a securities broker approved by the Company to
      sell all or part of the Shares that are issued to you when you exercise
      this Option and to deliver to the Company from the sale proceeds an amount
      sufficient to pay the Option exercise price and any withholding taxes. The
      balance of the sale proceeds, if any, will be delivered to
      you.

                      


              

            

             

             

             

            
              
                SIGMA
DESIGNS, INC.
STOCK OPTION AGREEMENT

                
                

              

              
                -2-

                
                  

                

              

              
                
                

              

            

            
              
                
                  	 
      	
                          •

                        	
                          By
      delivery on a notice of exercise form approved by the Company of an
      irrevocable direction to a securities broker or lender approved by the
      Company to pledge Shares that are issued to you when you exercise this
      Option as security for a loan and to deliver to the Company from the loan
      proceeds an amount sufficient to pay the Option exercise price and any
      withholding taxes.

                        
	 
      	
                          •

                        	
                          Any
      other form permitted by the Committee in its sole
    discretion.

                        
	 
      	
                          Notwithstanding
      the foregoing, payment may not be made in any form that is unlawful, as
      determined by the Committee in its sole discretion.

                        
	
                          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 this award or the Option exercise. With the Committee’s
      consent, these arrangements may include withholding Shares that otherwise
      would be issued to you when you exercise this Option. The Fair Market
      Value of these Shares, determined as of the effective date of the Option
      exercise, will be applied as a credit against the withholding taxes. You
      also authorize the Company, or your actual employer, to satisfy all
      withholding obligations of the Company or your actual employer from your
      wages or other cash compensation payable to you by the Company or your
      actual employer.

                        
	
                          Restrictions
      on Resale

                        	
                          You
      agree not to sell any 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

                        	
                          In
      general, only you can exercise this Option prior to your death. You may
      not sell, transfer, assign, pledge or otherwise dispose of this Option,
      other than as designated by you by will or by the laws of descent and
      distribution, except as provided below. For instance, you may not use this
      Option as security for a loan. If you attempt to do any of these things,
      this Option will immediately become invalid. You may in any event dispose
      of this Option in your will. 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.

                        
	 
      	
                          However,
      if this Option is designated as a nonstatutory stock option in the Notice
      of Stock Option Grant, then the Committee may, in its sole discretion,
      allow you to transfer this Option as a gift to one or more family members.
      For purposes of this Agreement, “family member” means a child, stepchild,
      grandchild, parent, stepparent, grandparent, spouse, former spouse,
      sibling, niece, nephew, mother-in-law, father-in-law, or sister-in-law
      (including adoptive relationships), any individual sharing your household
      (other than a tenant or employee), a trust in which one or more of these
      individuals have more than 50% of the beneficial interest, a foundation in
      which you or one or more of these persons control the management of
      assets, and any entity in which you or one or more of these persons own
      more than 50% of the voting
interest.

                        


                

              

               

               

               

              
                
                  SIGMA
DESIGNS, INC.
STOCK OPTION AGREEMENT

                  
                  

                

                
                  -3-

                  
                    

                  

                

                
                  
                  

                

              

              
                
                  	 
      	
                          In
      addition, if this Option is designated as a nonstatutory stock option in
      the Notice of Stock Option Grant, then the Committee may, in its sole
      discretion, allow you to transfer this option to your spouse or former
      spouse pursuant to a domestic relations order in settlement of marital
      property rights.

                        
	 
      	
                          The
      Committee will allow you to transfer this Option only if both you and the
      transferee(s) execute the forms prescribed by the Committee, which include
      the consent of the transferee(s) to be bound by this
      Agreement.

                        
	
                          Retention
      Rights

                        	
                          Neither
      your Option nor this Agreement gives you the right to be employed or
      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.

                        
	
                          Shareholder
      Rights

                        	
                          Your
      Options carry neither voting rights nor rights to dividends. You, or your
      estate or heirs, have no rights as a shareholder of the Company unless and
      until you have exercised this Option by giving the required notice to the
      Company and paying the exercise price. No adjustments will be 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 Shares, the number of Shares covered by this Option and the
      exercise price per Share shall be adjusted pursuant to the
      Plan.

                        
	
                          Successors
      and Assigns

                        	
                          The
      rights and benefits of this Agreement shall inure to the benefit of, and
      be enforceable by, the Company’s successors and assigns.  Your
      rights and obligations under this Agreement may only be assigned with the
      prior written consent of the Company.

                        
	
                          Notice

                        	
                          Any
      notice required or permitted under this Agreement shall be given in
      writing and shall be deemed effectively given upon the earliest of
      personal delivery, receipt or the third full day following mailing with
      postage and fees prepaid, addressed to the other party hereto at the
      address last known in the Company’s records or at such other address as
      such party may designate by ten (10) days’ advance written notice to the
      other party hereto.

                        
	
                          Applicable
      Law

                        	
                          This
      Agreement will be interpreted and enforced under the laws of the State of
      California (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. All
      capitalized terms in the Agreement shall have the meanings assigned to
      them in the Plan. 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, signed by both
parties.

                        


                

              

            

          

        

      

      


       

      BY
SIGNING THE COVER SHEET OF THIS AGREEMENT,

       

      YOU
AGREE TO ALL OF THE TERMS AND CONDITIONS

       

      DESCRIBED
ABOVE AND IN THE PLAN.

       

       

       

      
        
          SIGMA
DESIGNS, INC.
STOCK OPTION AGREEMENT

          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

       

      SIGMA
DESIGNS, INC.

      2009
STOCK INCENTIVE PLAN

       

      NOTICE
OF EXERCISE OF STOCK OPTION

       

      You
must sign this Notice on the last page before submitting

      it
to the Company

       

      
        	
                OPTIONEE
      INFORMATION:

              	 
      
	 
      	 
      
	
                Name:

              	 
      	 
      	
                Social
      Security Number:

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Address:

              	 
      	 
      	
                Employee
      Number:

              	 
      


      

      


       

      
        
          	
                  OPTION
      INFORMATION:

                	 
      
	 
      	 
      
	Date
      of Grant:      _______________,
      200__	
                  Type
      of Stock Option:

                
	
                  Exercise
      Price per Share:  $______________

                	
                  ⁭

                	
                  Nonstatutory
      (NSO)

                
	
                  Total
      number of Shares of Sigma Designs, inc. (the “Company”) covered by
      option:  __________

                	
                  ⁭

                	
                  Incentive
      (ISO)

                


        

      

      


       

      EXERCISE
INFORMATION:

       

      Number of
Shares of the Company for which option is being exercised now:                      .
(These Shares are referred to below as the “Purchased Shares.”)

       

      Total
exercise price for the Purchased Shares: $                            

       

      Form of
payment enclosed:

       

      
        
          	
                  ⁭

                	
                  Check
      for $ __________, payable to “Sigma Designs,
  Inc.”

                


        

      

       

      
        
          SIGMA
DESIGNS, INC.
NOTICE OF EXERCISE OF STOCK OPTION

          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

      Name(s)
in which the Purchased Shares should be registered

      [please check one
box]:

       

      
        	
                ⁭

              	
                In
      my name only

              	 
      
	
                ⁭

              	
                In
      the names of my spouse and myself as community property

              	
                My
      spouse’s name (if applicable):

                ____________________________________________

              
	
                ⁭

              	
                In
      the names of my spouse and myself as joint tenants with the right of
      survivorship

              	 
      
	
                ⁭

              	
                In
      the name of an eligible revocable trust

              	
                Full
      legal name of revocable trust:

                ____________________________________________

                ____________________________________________

                ____________________________________________

              
	
                The
      certificate for the Purchased Shares should be sent to the following
      address:

              	
                ____________________________________________

                ____________________________________________

                ____________________________________________

                ____________________________________________

              


      

       

      ACKNOWLEDGMENTS:

       

      
        
          
            
              
                	
                        1.

                      	
                        I
      understand that all sales of Purchased Shares are subject to compliance
      with the Company’s policy on securities trades.

                      
	 	 
	
                        2.

                      	
                        I
      hereby acknowledge that I received and read a copy of the prospectus
      describing the Company’s 2009 Stock Incentive Plan and the tax
      consequences of an exercise.

                      
	 	 
	
                        3.

                      	
                        In
      the case of a nonstatutory option, I understand that I must recognize
      ordinary income equal to the spread between the fair market value of the
      Purchased Shares on the date of exercise and the exercise price. I further
      understand that I am required to pay withholding taxes at the time of
      exercising a nonstatutory option.

                      
	 	 
	
                        4.

                      	
                        In
      the case of an incentive stock option, I agree to notify the Company if I
      dispose of the Purchased Shares before I have met both of the tax holding
      periods applicable to incentive stock options (that is, if I make a
      disqualifying disposition).

                      
	 	 
	
                        5.

                      	
                        I
      acknowledge that the Company has encouraged me to consult my own adviser
      to determine the form of ownership that is appropriate for me. In the
      event that I choose to transfer my Purchased Shares to a trust that does
      not satisfy the requirements of the Internal Revenue Service (i.e., a
      trust that is not an eligible revocable trust), I also acknowledge that
      the transfer will be treated as a “disposition” for incentive stock option
      tax purposes. As a result, the favorable incentive stock option tax
      treatment will be unavailable and other unfavorable tax consequences may
      occur.

                      


              

            

          

        

      

       

       

      
        	
                SIGNATURE
      AND DATE:

              	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      	 
      	
                ,
      200_

              


      

       

      
 

       

      SIGMA DESIGNS,
INC.

      NOTICE OF EXERCISE OF STOCK
OPTION

       

      -2-