Exhibit 4.4


SYMMETRICOM, INC.



2006 INCENTIVE AWARD
PLAN



STOCK OPTION GRANT NOTICE AND 

STOCK OPTION AGREEMENT


Symmetricom, Inc., a Delaware corporation (the “Company”), pursuant
to its 2006 Incentive Award Plan (the “Plan”), hereby grants to the holder listed
below (“Participant”), an
option to purchase the number of shares of the Company’s common stock, par
value $0.0001 (“Stock”), set forth below (the
“Option”).  This Option is subject to all
of the terms and conditions set forth herein and in the Stock Option Agreement
attached hereto as Exhibit A (the “Stock Option Agreement”) and
the Plan, which are incorporated herein by reference.  Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Grant Notice
and the Stock Option Agreement.


	
  Participant:

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
   

  
	
  Exercise Price per Share:

  	
  $

  	
   

  	
   

  
	
  Total Exercise Price:

  	
  $

  	
   

  	
   

  
	
  Total Number of Shares
  Subject to the Option:

  	
  shares

  	
   

  
	
  Expiration Date:

  	
   

  	
   

  



 


	
  Type of Option:

  	
  o  Incentive
  Stock Option

  	
  o  Non-Qualified
  Stock Option

  
	
   

  	
   

  
	
  Vesting
  Schedule:

  	
  [This Option shall become vested and exercisable
  with respect to 25% of the total number of shares subject to the Option on
  the first anniversary of the Grant Date and with respect to 1/48th of the total number of shares subject to the
  Option monthly thereafter so that the Option is 100% vested and exercisable
  on the fourth anniversary of the Grant Date.]

  



 


By his or her signature, the Participant agrees to be
bound by the terms and conditions of the Plan, the Stock Option Agreement and
this Grant Notice.  The Participant has
reviewed the Stock Option Agreement, the Plan and this Grant Notice in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Grant Notice and fully understands all provisions of this Grant
Notice, the Stock Option Agreement and the Plan.  Participant hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Committee
upon any questions arising under the Plan or relating to the Option.


	
  SYMMETRICOM, INC.

  	
  PARTICIPANT

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
  2300 Orchard Parkway

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
  San Jose, CA  95131-1017

  	
   

  	
   

  	
   

  	
   

  



 









 



EXHIBIT A


TO STOCK OPTION GRANT
NOTICE


STOCK OPTION AGREEMENT


Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to
which this Stock Option Agreement (this “Agreement”) is attached, Symmetricom, Inc.,
a Delaware corporation (the “Company”), has granted to the
Participant an option under the Company’s 2006 Incentive Award Plan (the “Plan”) to
purchase the number of shares of Stock indicated in the Grant Notice.


ARTICLE I.

GENERAL


1.1           Defined Terms. 
Wherever the following terms are used in this Agreement they shall have
the meanings specified below, unless the context clearly indicates
otherwise.  Capitalized terms not
specifically defined herein shall have the meanings specified in the Plan and
the Grant Notice.


(a)           “Administrator”
shall mean the Board or the Committee responsible for conducting the general
administration of the Plan in accordance with Article 12 of the Plan; provided
that if the Participant is an Independent Director, “Administrator” shall mean
the Board.


(b)           “Termination
of Consultancy” shall mean the time when the engagement of the
Participant as a Consultant to the Company or a Subsidiary is terminated for
any reason, with or without cause, including, but not by way of limitation, by
resignation, discharge, death or retirement, but excluding:  (a) terminations where there is a
simultaneous employment or continuing employment of the Participant by the
Company or any Subsidiary, and (b) terminations where there is a simultaneous
re-establishment of a consulting relationship or continuing consulting
relationship between the Participant and the Company or any Subsidiary.  The Administrator, in its absolute
discretion, shall determine the effect of all matters and questions relating to
Termination of Consultancy, including, but not by way of limitation, the question
of whether a particular leave of absence constitutes a Termination of
Consultancy.  Notwithstanding any other
provision of the Plan, the Company or any Subsidiary has an absolute and
unrestricted right to terminate a Consultant’s service at any time for any
reason whatsoever, with or without cause, except to the extent expressly
provided otherwise in writing.


(c)           “Termination
of Directorship” shall mean the time when the Participant, if he
or she is or becomes an Independent Director, ceases to be a Director for any
reason, including, but not by way of limitation, a termination by resignation,
failure to be elected, death or retirement. 
The Board, in its sole and absolute discretion, shall determine the
effect of all matters and questions relating to Termination of Directorship
with respect to Independent Directors.


(d)           “Termination
of Employment” shall mean the time when the employee-employer
relationship between the Participant and the Company or any Subsidiary is
terminated for any reason, with or without cause, including, but not by way of
limitation, a termination by resignation, discharge, death, disability or
retirement; but excluding:  (a)
terminations where there is a simultaneous reemployment or continuing
employment of the Participant by the Company or any Subsidiary, and (b)
terminations where there is a simultaneous establishment of a consulting
relationship or continuing consulting relationship between the Participant and
the Company or any Subsidiary.  The
Administrator, in its absolute discretion, shall determine the effect of all
matters and questions relating to Termination of Employment, including, but not
by way of limitation, the question of whether a particular leave of 



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absence constitutes a Termination of Employment;
provided, however, that, if this Option is an Incentive Stock Option, unless
otherwise determined by the Administrator in its discretion, a leave of
absence, change in status from an employee to an independent contractor or
other change in the employee-employer relationship shall constitute a
Termination of Employment if, and to the extent that, such leave of absence,
change in status or other change interrupts employment for the purposes of
Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings
under said Section.


(e)           “Termination
of Services” shall mean the Participant’s Termination of
Consultancy, Termination of Directorship or Termination of Employment, as
applicable.


1.2           Incorporation of Terms of Plan.  The Option is subject to the terms and
conditions of the Plan which are incorporated herein by reference.  In the event of any inconsistency between the
Plan and this Agreement, the terms of the Plan shall control.


ARTICLE II.

GRANT OF OPTION


2.1           Grant of Option. 
In consideration of the Participant’s past and/or continued employment
with or service to the Company or a Subsidiary and for other good and valuable
consideration, effective as of the Grant Date set forth in the Grant Notice
(the “Grant Date”), the Company irrevocably grants to the Participant the Option
to purchase any part or all of an aggregate of the number of shares of Stock
set forth in the Grant Notice, upon the terms and conditions set forth in the
Plan and this Agreement.  Unless
designated as a Non-Qualified Stock Option in the Grant Notice, the Option
shall be an Incentive Stock Option to the maximum extent permitted by law.


2.2           Exercise Price. 
The exercise price of the shares of Stock subject to the Option shall be
as set forth in the Grant Notice, without commission or other charge; provided, however, that
the price per share of the shares of Stock subject to the Option shall not be
less than 100% of the Fair Market Value of a share of Stock on the Grant
Date.  Notwithstanding the foregoing, if
this Option is designated as an Incentive Stock Option and the Participant owns
(within the meaning of Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company or any “subsidiary
corporation” of the Company or any “parent corporation” of the Company (each
within the meaning of Section 424 of the Code), the price per share of the shares
of Stock subject to the Option shall not be less than 110% of the Fair Market
Value of a share of Stock on the Grant Date.


2.3           Consideration to the Company.  In consideration of the grant of the Option
by the Company, the Participant agrees to render faithful and efficient
services to the Company or any Subsidiary. 
Nothing in the Plan or this Agreement shall confer upon the Participant
any right to continue in the employ or service of the Company or any Subsidiary
or shall interfere with or restrict in any way the rights of the Company and
its Subsidiaries, which rights are hereby expressly reserved, to discharge or
terminate the services of the Participant at any time for any reason
whatsoever, with or without Cause, except to the extent expressly provided
otherwise in a written agreement between the Company or a Subsidiary and the
Participant.



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ARTICLE III.

PERIOD OF EXERCISABILITY


3.1           Commencement of Exercisability.


(a)           Subject to Sections 3.2, 3.3, 5.8 and 5.10, the Option
shall become vested and exercisable in such amounts and at such times as are
set forth in the Grant Notice.


(b)           No portion of the Option which has not become vested and exercisable
at the date of the Participant’s Termination of Employment, Termination of
Directorship or Termination of Consultancy shall thereafter become vested and
exercisable, except as may be otherwise provided by the Administrator or as set
forth in a written agreement between the Company and the Participant.


(c)           Notwithstanding Sections 3.1(a) and 3.1(b), pursuant to
Section 11.3 of the Plan, the Option shall become fully vested and exercisable
in the event of a Change in Control, in connection with which the successor
corporation does not assume the Option or substitute an equivalent right for
the Option.  Should the successor
corporation assume the Option or substitute an equivalent right, then no such
acceleration shall apply.


3.2           Duration of Exercisability.  The installments provided for in the vesting
schedule set forth in the Grant Notice are cumulative.  Each such installment which becomes vested
and exercisable pursuant to the vesting schedule set forth in the Grant Notice
shall remain vested and exercisable until it becomes unexercisable under
Section 3.3.


3.3           Expiration of Option.  The Option may not be exercised
to any extent by anyone after the first to occur of the following events:


(a)           The expiration of five years from the Grant Date;


(b)           If this Option is designated as an Incentive Stock Option
and the Participant owned (within the meaning of Section 424(d) of the
Code), at the time the Option was granted, more than 10% of the total combined
voting power of all classes of stock of the Company or any “subsidiary
corporation” of the Company or any “parent corporation” of the Company (each
within the meaning of Section 424 of the Code), the expiration of five years
from the Grant Date;


(c)           The expiration of three
months from the date of the Participant’s Termination of Services, unless such
termination occurs by reason of the Participant’s death or Disability; or


(d)           The expiration of one year from the
date of the Participant’s Termination of Services by reason of the Participant’s death or Disability.


The Participant acknowledges that an Incentive Stock Option
exercised more that three months after the Participant’s Termination of
Employment, other than by reason of death or Disability, will be taxed as a
Non-Qualified Stock Option.


3.4           Special Tax Consequences.  The Participant acknowledges that, to the
extent that the aggregate Fair Market Value (determined as of the time the
Option is granted) of all shares of Stock with respect to which Incentive Stock
Options, including the Option, are exercisable for the first time by the
Participant in any calendar year exceeds $100,000, the Option and such other
options shall be Non-Qualified Stock Options to the extent necessary to comply
with the limitations imposed by Section 422(d) 



 A-3
 






 



of the Code.  The
Participant further acknowledges that the rule set forth in the preceding
sentence shall be applied by taking the Option and other “incentive stock
options” into account in the order in which they were granted, as determined
under Section 422(d) of the Code and the Treasury Regulations thereunder.


ARTICLE IV.

EXERCISE OF OPTION


4.1           Person Eligible to
Exercise.  Except as provided in
Sections 5.2(b) and 5.2(c), during the lifetime of the Participant, only the
Participant may exercise the Option or any portion thereof.  After the death of the Participant, any
exercisable portion of the Option may, prior to the time when the Option
becomes unexercisable under Section 3.3, be exercised by the Participant’s
personal representative or by any person empowered to do so under the deceased the
Participant’s will or under the then applicable laws of descent and
distribution.


4.2           Partial Exercise. 
Any exercisable portion of the Option or the entire Option, if then
wholly exercisable, may be exercised in whole or in part at any time prior to
the time when the Option or portion thereof becomes unexercisable under Section
3.3.


4.3           Manner of Exercise. 
The Option, or any exercisable portion thereof, may be exercised solely
by delivery to the Secretary of the Company (or any third party administrator
or other person or entity designated by the Company) of all of the following
prior to the time when the Option or such portion thereof becomes unexercisable
under Section 3.3:


(a)           An Exercise Notice in a
form specified by the Administrator, stating that the Option or portion thereof
is thereby exercised, such notice complying with all applicable rules established
by the Administrator;


(b)           The receipt by the Company of full payment for the shares
of Stock with respect to which the Option or portion thereof is exercised,
including payment of any applicable withholding tax, which may be in one or
more of the forms of consideration permitted under Section 4.4;


(c)           Any other written
representations as may be required in the Administrator’s reasonable discretion
to evidence compliance with the Securities Act or any other applicable law rule,
or regulation; and


(d)           In the event the Option or portion thereof shall be
exercised pursuant to Section 4.1 by any person or persons other than the Participant,
appropriate proof of the right of such person or persons to exercise the
Option.


Notwithstanding any of the foregoing, the Company
shall have the right to specify all conditions of the manner of exercise, which
conditions may vary by country and which may be subject to change from time to
time.


4.4           Method of Payment.  Payment of the exercise price shall be by any
of the following, or a combination thereof, at the election of the Participant:


(a)           Cash;


(b)           Check;



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(c)           With the consent of the Administrator, delivery of a
notice that the Participant has placed a market sell order with a broker with
respect to shares of Stock then issuable upon exercise of the Option, and that
the broker has been directed to pay a sufficient portion of the net proceeds of
the sale to the Company in satisfaction of the aggregate exercise price; provided, that payment of such proceeds is then made to the
Company upon settlement of such sale;


(d)           With the consent of the Administrator, surrender of other
shares of Stock which (A) have been held for such period of time as the
Administrator may require in order to avoid adverse accounting consequences,
and (B) have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the shares of Stock with respect to which the Option or
portion thereof is being exercised;


(e)           With the consent of the Administrator, surrendered shares
of Stock issuable upon the exercise of the Option having a Fair Market Value on
the date of exercise equal to the aggregate exercise price of the shares of
Stock with respect to which the Option or portion thereof is being exercised;
or


(f)            With the consent of the Administrator, property of any
kind which constitutes good and valuable consideration.


4.5           Conditions
to Issuance of Stock Certificates. 
The shares of Stock deliverable upon the exercise of the Option, or any
portion thereof, may be either previously authorized but unissued shares of
Stock or issued shares of Stock which have then been reacquired by the
Company.  Such shares of Stock shall be
fully paid and nonassessable.  The
Company shall not be required to issue or deliver any shares of Stock purchased upon the
exercise of the Option or portion thereof prior to fulfillment of all of the
following conditions:


(a)           The admission of such shares of Stock to listing on all
stock exchanges on which such Stock is then listed;


(b)           The completion of any
registration or other qualification of such shares of Stock under any state or
federal law or under rulings or regulations of the Securities and Exchange
Commission or of any other governmental regulatory body, which the
Administrator shall, in its absolute discretion, deem necessary or advisable;


(c)           The obtaining of any approval or other clearance from any
state or federal governmental agency which the Administrator shall, in its
absolute discretion, determine to be necessary or advisable;


(d)           The receipt by the Company of full payment for such shares
of Stock, including payment of any applicable withholding tax, which may be in
one or more of the forms of consideration permitted under Section 4.4; and


(e)           The lapse of such
reasonable period of time following the exercise of the Option as the
Administrator may from time to time establish for reasons of administrative
convenience.


4.6           Rights as Stockholder.  The holder of the Option shall not be, nor
have any of the rights or privileges of, a stockholder of the Company in
respect of any shares of Stock purchasable upon the exercise of any part of the
Option unless and until such shares of Stock shall have been issued by the
Company to such holder (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company).  No adjustment will be made for a dividend or
other right for 



 A-5
 






 



which the record date is prior to the date the shares
of Stock are issued, except as provided in Section 11.2 of the Plan.


ARTICLE V.

OTHER PROVISIONS


5.1           Administration. 
The Administrator shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret, amend or
revoke any such rules.  All actions taken
and all interpretations and determinations made by the Administrator in good faith
shall be final and binding upon Participant, the Company and all other
interested persons.  No member of the Committee
or the Board shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan, this Agreement or
the Option.


5.2           Option Not Transferable.


(a)           Subject to Section
5.2(b), the Option may not be sold, pledged, assigned or transferred in any
manner other than by will or the laws of descent and distribution, unless and
until the shares of Stock underlying the Option have been issued, and all
restrictions applicable to such shares of Stock have lapsed.  Neither the Option nor any interest or right
therein shall be liable for the debts, contracts or engagements of Participant
or his or her successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means whether such disposition be voluntary or involuntary or by
operation of law by judgment, levy, attachment, garnishment or any other legal
or equitable proceedings (including bankruptcy), and any attempted disposition thereof
shall be null and void and of no effect, except to the extent that such
disposition is permitted by the preceding sentence.


(b)           Notwithstanding any
other provision in this Agreement, with the consent of the Administrator and to
the extent the Option is not intended to qualify as an Incentive Stock Option,
the Participant may transfer the Option (or any portion thereof) to any one or
more Permitted Transferees (as defined below), subject to the following terms
and conditions:  (i) any portion of the
Option transferred to a Permitted Transferee shall not be assignable or
transferable by the Permitted Transferee other than by will or the laws of descent
and distribution; (ii) any portion of the Option which is transferred to a
Permitted Transferee shall continue to be subject to all the terms and
conditions of the Option as applicable to the Participant (other than the
ability to further transfer the Option); and (iii) the Participant and the
Permitted Transferee shall execute any and all documents requested by the
Administrator, including, without limitation documents to (A) confirm the
status of the transferee as a Permitted Transferee, (B) satisfy any
requirements for an exemption for the transfer under applicable federal and
state securities laws and (C) evidence the transfer.  For purposes of this Section 5.2(b), “Permitted
Transferee” shall mean, with respect to a Participant, any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person
sharing the Participant’s household (other than a tenant or employee), a trust
in which these persons (or the Participant) control the management of assets,
and any other entity in which these persons (or the Participant) own more than
fifty percent of the voting interests, or any other transferee specifically
approved by the Administrator after taking into account any state or federal
tax or securities laws applicable to transferable Options.


(c)           Unless transferred to a Permitted Transferee in accordance
with Section 5.2(b), during the lifetime of Participant, only Participant may
exercise the Option or any portion thereof. 
Subject to such conditions and procedures as the Administrator may
require, a Permitted Transferee may 



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exercise the Option or any portion thereof during Participant’s
lifetime.  After the death of Participant,
any exercisable portion of the Option may, prior to the time when the Option
becomes unexercisable under Section 3.3, be exercised by Participant’s personal
representative or by any person empowered to do so under the deceased Participant’s
will or under the then applicable laws of descent and distribution.


5.3           Adjustments. 
The Participant acknowledges that the Option is subject to modification
and termination in certain events as provided in this Agreement and Article 11
of the Plan.


5.4           Notices.  Any
notice to be given under the terms of this Agreement to the Company shall be
addressed to the Company in care of the Secretary of the Company at the address
given beneath the signature of the Company’s authorized officer on the Grant
Notice, and any notice to be given to Participant shall be addressed to Participant
at the address given beneath Participant’s signature on the Grant Notice.  By a notice given pursuant to this Section 5.4,
either party may hereafter designate a different address for notices to be
given to that party.  Any notice which is
required to be given to Participant shall, if Participant is then deceased, be
given to the person entitled to exercise his or her Option pursuant to Section
4.1 by written notice under this Section 5.4. 
Any notice shall be deemed duly given when sent via email or when sent
by certified mail (return receipt requested) and deposited (with postage
prepaid) in a post office or branch post office regularly maintained by the
United States Postal Service.


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


5.6           Governing Law; Severability.  The laws of the State of Delaware shall
govern the interpretation, validity, administration, enforcement and
performance of the terms of this Agreement regardless of the law that might be
applied under principles of conflicts of laws.


5.7           Conformity to Securities Laws.  The Participant acknowledges that the Plan and
this Agreement are intended to conform to the extent necessary with all
provisions of the Securities Act and the Exchange Act and any and all
regulations and rules promulgated by the Securities and Exchange Commission
thereunder, and state securities laws and regulations.  Notwithstanding anything herein to the
contrary, the Plan shall be administered, and the Option is granted and may be
exercised, only in such a manner as to conform to such laws, rules and
regulations.  To the extent permitted by
applicable law, the Plan and this Agreement shall be deemed amended to the
extent necessary to conform to such laws, rules and regulations.


5.8           Amendments, Suspension and Termination.  To the extent permitted by the Plan, this
Agreement may be wholly or partially amended or otherwise modified, suspended
or terminated at any time or from time to time by the Committee or the Board, provided, that, except as may otherwise be provided by the
Plan, no amendment, modification, suspension or termination of this Agreement
shall adversely effect the Option in any material way without the prior written
consent of the Participant.


5.9           Successors and Assigns.  The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer herein
set forth in Section 5.2, this Agreement shall be binding upon Participant and
his or her heirs, executors, administrators, successors and assigns.


5.10         Notification of Disposition.  If this Option is designated as an Incentive
Stock Option, Participant shall give prompt notice to the Company of any
disposition or other transfer of any shares of Stock acquired under this
Agreement if such disposition or transfer is made (a) within two years from the




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Grant Date with respect to such shares of Stock or (b)
within one year after the transfer of such shares of Stock to him.  Such notice shall specify the date of such
disposition or other transfer and the amount realized, in cash, other property,
assumption of indebtedness or other consideration, by Participant in such
disposition or other transfer.


5.11         Limitations Applicable to Section 16 Persons.  Notwithstanding any other provision of the
Plan or this Agreement, if Participant is subject to Section 16 of the Exchange
Act, the Plan, the Option and this Agreement shall be subject to any additional
limitations set forth in any applicable exemptive rule under Section 16 of the
Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that
are requirements for the application of such exemptive rule.  To the extent permitted by applicable law,
this Agreement shall be deemed amended to the extent necessary to conform to
such applicable exemptive rule


5.12         Not a Contract of Employment.  Nothing in this Agreement or in the Plan
shall confer upon the Participant any right to continue to serve as an employee
or other service provider of the Company or any of its Subsidiaries.


5.13         Entire Agreement. 
The Plan, the Grant Notice and this Agreement (including all Exhibits thereto)
constitute the entire agreement of the parties and supersede in their entirety
all prior undertakings and agreements of the Company and Participant with
respect to the subject matter hereof.


5.14         Section 409A. 
Notwithstanding any other provision of the Plan, this Agreement or the
Grant Notice, the Plan, this Agreement and the Grant Notice shall be
interpreted in accordance with, and incorporate the terms and conditions
required by, Section 409A of the U.S. Internal Revenue Code of 1986, as amended
(together with any Department of Treasury
regulations and other interpretive guidance issued thereunder, including
without limitation any such regulations or other guidance that may be issued
after the date hereof, “Section
409A”).   The Committee may, in its discretion, adopt such
amendments to the Plan, this Agreement or the Grant Notice or adopt other policies and procedures
(including amendments, policies and procedures with retroactive effect), or
take any other actions, as the Committee determines are necessary or
appropriate to comply with the requirements of Section 409A.



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SYMMETRICOM, INC.

2006 INCENTIVE AWARD PLAN



RESTRICTED STOCK AWARD GRANT NOTICE AND

RESTRICTED STOCK AWARD AGREEMENT


Symmetricom, Inc., a Delaware
corporation, (the “Company”),
pursuant to its 2006 Incentive Award Plan (the “Plan”), hereby grants to the individual
listed below (“Participant”),
the number of shares of the Company’s Common Stock set forth below (the “Shares”).  This Restricted Stock Award is subject to all
of the terms and conditions as set forth herein and in the Restricted Stock
Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”)
(including without limitation the Restrictions on the Shares set forth in the
Restricted Stock Agreement) and the Plan, each of which are incorporated herein
by reference.  Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in
this Grant Notice and the Restricted Stock Agreement.


	
  Participant:

  	
   

  	
   

  
	
  Grant
  Date:

  	
   

  	
   

  
	
  Total
  Number of Shares of Restricted Stock:

  	
  shares

  	
   

  
	
  Purchase
  Price:

  	
  $

  	
   

  	
   

  
	
  Vesting
  Schedule:

  	
  [The Award (as defined
  in Exhibit A) shall vest and the Restrictions (as defined in Exhibit A) with
  respect thereto shall lapse as to 25% of the total number of Shares subject
  to the Award on the first anniversary of the Grant Date and as to 1/48th of the total number of Shares subject to the
  Award monthly thereafter so that 100% of the total number of Shares subject
  to the Award shall have vested and 100% of the Restrictions with respect
  thereto shall have lapsed on the fourth anniversary of the Grant Date.] 

  	
   

  
				



 


By his or her signature
and the Company’s signature below, Participant agrees to be bound by the terms
and conditions of the Plan, the Restricted Stock Agreement and this Grant
Notice.  Participant has reviewed the
Restricted Stock Agreement, the Plan and this Grant Notice in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this
Grant Notice and fully understands all provisions of this Grant Notice, the
Restricted Stock Agreement and the Plan. 
Participant hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator of the Plan upon any
questions arising under the Plan, this Grant Notice or the Restricted Stock
Agreement.  If Participant is married,
his or her spouse has signed the Consent of Spouse attached to this Grant
Notice as Exhibit B.


 


	
  SYMMETRICOM, INC.:

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
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  2300 Orchard Parkway

  	
   

  	
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  San Jose, CA 
  95131-1017

  	
   

  	
   

  	
   

  	
   

  



 









 



EXHIBIT
A

TO RESTRICTED STOCK AWARD GRANT NOTICE


SYMMETRICOM, INC.
RESTRICTED STOCK AWARD AGREEMENT


Pursuant to the
Restricted Stock Award Grant Notice (the “Grant Notice”)
to which this Restricted Stock Award Agreement (the “Agreement”)
is attached, Symmetricom, Inc., a Delaware corporation (the “Company”) has granted to Participant
the right to purchase the number of shares of Restricted Stock under the 2006
Incentive Award Plan, as amended from time to time (the “Plan”),
as set forth in the Grant Notice.


ARTICLE I.

general


1.1           Definitions. 
All capitalized terms used in this Agreement without definition shall
have the meanings ascribed in the Plan and the Grant Notice.


1.2           Incorporation of Terms of Plan.  The Award is subject to the terms and
conditions of the Plan which are incorporated herein by reference.  In the event of any inconsistency between the
Plan and this Agreement, the terms of the Plan shall control.


ARTICLE II.

award of restricted stock


2.1           Award of Restricted Stock.


(a)           Award.  In
consideration of the Participant’s agreement to remain in the service or employ
of the Company or one of its Subsidiaries, and for other good and valuable
consideration which the Committee has determined exceeds the aggregate par
value of the Stock subject to the Award (as defined below), as of the Grant
Date, the Company issues to the Participant the Award described in this
Agreement (the “Award”).  The number of shares of Restricted Stock (the
“Shares”) subject
to the Award is set forth in the Grant Notice.  The Participant is an Employee, Independent Director
or Consultant.


(b)           Purchase Price; Book Entry Form.  The purchase price of the Shares is set forth
on the Grant Notice.  At the sole
discretion of the Committee, the Shares will be issued in either (i)
uncertificated form, with the Shares recorded in the name of the Participant in
the books and records of the Company’s transfer agent with appropriate
notations regarding the restrictions on transfer imposed pursuant to this
Agreement, and upon vesting and the satisfaction of all conditions set forth in
Section 2.2(d), the Company shall cause certificates representing the Shares to
be issued to the Participant; or (ii) certificate form pursuant to the terms of
Sections 2.1(c) and (d).


(c)           Legend. 
Certificates representing Shares issued pursuant to this Agreement
shall, until all restrictions on transfer imposed pursuant to this Agreement
lapse or shall have been removed and new certificates are issued, bear the
following legend (or such other legend as shall be determined by the Committee):


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING
REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE 



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UNDER THE
TERMS OF THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT, DATED [                        
    , 200  ], BY AND BETWEEN SYMMETRICOM, INC.
AND THE REGISTERED OWNER OF SUCH SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLY
OR INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE
PROVISIONS OF SUCH AGREEMENT.”


(d)           Escrow.  The
Secretary of the Company or such other escrow holder as the Committee may
appoint may retain physical custody of the certificates representing the Shares
until all of the restrictions on transfer imposed pursuant to this Agreement
lapse or shall have been removed; in such event the Participant shall not
retain physical custody of any certificates representing unvested Shares issued
to him.


2.2           Restrictions.


(a)           Forfeiture. 
Any Award which is not vested as of the date the Participant terminates
employment, if an Employee, or service, if an Independent Director or
Consultant, with the Company or one of its Subsidiaries shall thereupon be forfeited
immediately and without any further action by the Company.  For purposes of this Agreement, “Restrictions” shall mean the
restrictions on sale or other transfer set forth in Section 3.2 and the
exposure to forfeiture set forth in this Section 2.2(a).


(b)           Vesting and Lapse of Restrictions.  Subject to Sections 2.2(a) and 2.2(c), the
Award shall vest and Restrictions shall lapse in accordance with the vesting schedule
set forth on the Grant Notice.


(c)           Acceleration of Vesting.  Notwithstanding Sections 2.2(a) and 2.2(b), pursuant
to Section 11.3 of the Plan, the Award shall become fully vested and all
Restrictions applicable to such Award shall lapse in the event of a Change in Control,
in connection with which the successor corporation does not assume the Award or
substitute an equivalent right for the Award. 
Should the successor corporation assume the Award or substitute an
equivalent right, then no such acceleration shall apply.


(d)           Tax Withholding; Conditions to Issuance of Certificates.  Notwithstanding any other provision of this
Agreement (including without limitation Section 2.1(b)):


(i)            No new certificate shall be delivered to the Participant
or his legal representative unless and until the Participant or his legal
representative shall have paid to the Company the full amount of all federal
and state withholding or other taxes applicable to the taxable income of Participant
resulting from the grant of Shares or the lapse or removal of the Restrictions.


(ii)           The Company shall not be required to issue or deliver any
certificate or certificates for any Shares prior to the fulfillment of all of
the following conditions:  (A) the
admission of the Shares to listing on all stock exchanges on which such Common
Stock is then listed, (B) the completion of any registration or other
qualification of the Shares under any state or federal law or under rulings or
regulations of the Securities and Exchange Commission or other governmental
regulatory body, which the Committee shall, in its sole and absolute discretion,
deem necessary and advisable, (C) the obtaining of any approval or other
clearance from any state or federal governmental agency that the Committee
shall, in its absolute discretion, determine to be necessary or advisable and
(D) the lapse of any such reasonable period of time following the date the
Restrictions lapse as the Committee may from time to time establish for reasons
of administrative convenience.



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ARTICLE III.

other provisions


3.1           Section 83(b) Election.  Participant understands that Section 83(a)
of the Code taxes as ordinary income the difference between the amount, if any,
paid for the shares of Common Stock and the Fair Market Value of such shares at
the time the Restrictions on such shares lapse. 
Participant understands that, notwithstanding the preceding sentence, Participant
may elect to be taxed at the time of the Grant Date, rather that at the time
the Restrictions lapse, by filing an election under Section 83(b) of the
Code (an “83(b) Election”)
with the Internal Revenue Service within 30 days of the Grant Date. In the
event Participant files an 83(b) Election, Participant will recognize ordinary
income in an amount equal to the difference between the amount, if any, paid
for the shares of Common Stock and the Fair Market Value of such shares as of
the Grant Date.  Participant further
understands that an additional copy of such 83(b) Election form should be filed
with his or her federal income tax return for the calendar year in which the
date of this Agreement falls.  Participant
acknowledges that the foregoing is only a summary of the effect of United
States federal income taxation with respect to the award of Restricted Stock
hereunder, and does not purport to be complete. PARTICIPANT FURTHER
ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S
83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT
ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE
INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH
PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.


3.2           Restricted Stock Not Transferable.  No Shares or any interest or right therein or
part thereof shall be liable for the debts, contracts or engagements of the Participant
or his successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided,
however, that this Section 3.2 notwithstanding, with the consent of
the Committee, the Shares may be transferred to certain persons or entities
related to Participant, including but not limited to members of Participant’s
family, charitable institutions or trusts or other entities whose beneficiaries
or beneficial owners are members of Participant’s family or to such other
persons or entities as may be expressly approved by the Committee, pursuant to
any such conditions and procedures the Committee may require.


3.3           Rights as Stockholder.  Except as otherwise provided herein, upon the
Grant Date the Participant shall have all the rights of a stockholder with
respect to the Shares, subject to the Restrictions herein, including the right
to vote the Shares and the right to receive any cash or stock dividends paid to
or made with respect to the Shares; provided,
however, that at the discretion of the Company, and prior to the
delivery of Shares, the Participant may be required to execute a stockholders
agreement in such form as shall be determined by the Company.


3.4           Not a Contract of Employment.  Nothing in this Agreement or in the Plan
shall confer upon the Participant any right to continue to serve as an employee
or other service provider of the Company or any of its Subsidiaries.


3.5           Governing Law.  
The laws of the State of Delaware shall govern the interpretation,
validity, administration, enforcement and performance of the terms of this
Agreement regardless of the law that might be applied under principles of
conflicts of laws.



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3.6           Conformity to Securities Laws.  The Participant acknowledges that the Plan
and this Agreement are intended to conform to the extent necessary with all
provisions of the Securities Act of 1933, as amended, and the Exchange Act, and
any and all regulations and rules promulgated thereunder by the Securities and Exchange
Commission, including without limitation Rule 16b-3 under the Exchange
Act.  Notwithstanding anything herein to
the contrary, the Plan shall be administered, and the Awards are granted, only
in such a manner as to conform to such laws, rules and regulations.  To the extent permitted by applicable law,
the Plan and this Agreement shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.


3.7           Amendment, Suspension and Termination.  To the extent permitted by the Plan, this Agreement
may be wholly or partially amended or otherwise modified, suspended or
terminated at any time or from time to time by the Committee or the Board, provided, that, except as may otherwise be provided by the
Plan, no amendment, modification, suspension or termination of this Agreement
shall adversely effect the Award in any material way without the prior written consent
of the Participant.


3.8           Notices. 
Notices required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the
United States mail by certified mail, with postage and fees prepaid, addressed
to the Participant to his address shown in the Company records, and to the
Company at its principal executive office.


3.9           Successors and Assigns.  The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer
herein set forth, this Agreement shall be binding upon Participant and his or
her heirs, executors, administrators, successors and assigns.



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EXHIBIT
B

TO RESTRICTED STOCK AWARD GRANT NOTICE


CONSENT
OF SPOUSE


I,                                         ,
spouse of                               ,
have read and approve the foregoing Agreement. 
In consideration of issuing to my spouse the shares of the common stock
of Symmetricom, Inc. set forth in the Agreement, I hereby appoint my spouse as
my attorney-in-fact in respect to the exercise of any rights under the
Agreement and agree to be bound by the provisions of the Agreement insofar as I
may have any rights in said Agreement or any shares of the common stock of Symmetricom,
Inc. issued pursuant thereto under the community property laws or similar laws
relating to marital prop­erty in effect in the state of our residence as of the
date of the signing of the foregoing Agreement.


	
  Dated:                               ,
            

  	
   

  
	
   

  	
  Signature of Spouse

  



 


 



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