Form of stock option agreement under 2004 Stock Incentive Plan



 EXHIBIT 10.5 
 ATHEROS COMMUNICATIONS, INC. 
 2004 STOCK INCENTIVE PLAN 
 NOTICE OF STOCK OPTION GRANT 
 You
have been granted the following Option to purchase Common Stock of ATHEROS COMMUNICATIONS, INC. (the “Company”) under the Company’s 2004 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.

 ATHEROS COMMUNICATIONS, INC. 
 NOTICE OF STOCK OPTION GRANT 
  

 -1- 








 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, both of which are attached to and made a part of this document. 
  

									
	OPTIONEE:	 		 	ATHEROS COMMUNICATIONS, INC.
				
	 	 		 	By:	 	 
	Optionee’s Signature	 		 		 	
				
	 	 		 	Title:	 	 
	Optionee’s Printed Name	 		 		 	

 ATHEROS COMMUNICATIONS, INC. 
 NOTICE OF STOCK OPTION GRANT 
  

 -2- 








 ATHEROS COMMUNICATIONS, INC. 
 2004 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 an 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 has
terminated for any reason.
		
	Term	  	This Option expires on the date shown on the Notice of Stock Option Grant and in any event no later than the close of business at Company headquarters on the day before the 10th anniversary
of the Grant Date, (fifth anniversary for a more than 10% stockholder as provided under the Plan if this is an incentive stock option). 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 has discretion to determine when your Service terminates for all purposes of the Plan and its determinations are
conclusive and binding on all persons.
		
	Death	  	If you die, 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).

 ATHEROS COMMUNICATIONS, INC. 
 STOCK OPTION AGREEMENT 
  

 -3- 









			
		
	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.

		
	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. However, the Company shall use its best efforts to obtain such approval.
		
	Notice of Exercise	  	When you wish to exercise this Option you must notify the Company by completing the attached “Notice of Exercise of Stock Option” form and filing it with the Human Resources
Department of the Company. You notice must specify how many shares you wish to purchase. Your notice must also specify how your shares should be registered. The notice will be effective when 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.


 ATHEROS COMMUNICATIONS, INC. 
 STOCK OPTION AGREEMENT 
  

 -4- 









			
		
		  	 •        Certificates for shares of Company stock that you own, along with any forms needed to
effect a transfer of those shares to the Company. The value of the shares, determined as of the effective date of the Option exercise, will be applied to the Option exercise price. Instead of surrendering shares of Company stock, you may attest to
the ownership of those shares on a form provided by the Company and have the same number of shares subtracted from the Option shares issued to you. However, you may not surrender, or attest to the ownership of shares of Company stock 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 delivering on a form approved by the Committee of an irrevocable direction to a
securities broker approved by the Company to sell all or part of your Option shares and to deliver to the Company from the sale proceeds in 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. The directions must be given by signing a special “Notice of Exercise” form provided by the Company.

		
		  	 •        Irrevocable directions to a securities broker or lender approved by the Company to
pledge Option shares 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. The directions must be given by signing a special “Notice of
Exercise” form provided by the Company.

		
		  	Notwithstanding the foregoing, payment may not be made in any form that is unlawful, as determined by the Company 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 the Option exercise. These
arrangements may include withholding shares of Company stock that otherwise would be issued to you when you exercise this Option. The value of these shares, determined as of the effective date of the Option exercise, will be applied to the
withholding taxes.

 ATHEROS COMMUNICATIONS, INC. 
 STOCK OPTION AGREEMENT 
  

 -5- 









			
		
	Restrictions on Resale	  	By signing this Agreement, you agree not to sell any Option shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale
(e.g., a lock-up period after the Company goes public). This restriction will apply as long as you are an employee, consultant or director of the Company or a subsidiary of the Company.
		
	Transfer of Option	  	 In general, only you can exercise this Option prior to your death. You cannot transfer or assign 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 sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may 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” (as defined in the Plan) 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.
  
 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.


 ATHEROS COMMUNICATIONS, INC. 
 STOCK OPTION AGREEMENT 
  

 -6- 









			
		
	Retention Rights	  	Neither your Option nor this Agreement gives you the right to be retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to
terminate your Service at any time, with or without cause.
		
	Stockholder
Rights	  	You, or your estate or heirs, have no rights as a stockholder of the Company until you have exercised this Option by giving the required notice to the Company and paying the exercise price.
No adjustments are made for dividends or other rights if the applicable record date occurs before you exercise this Option, except as described in the Plan.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in Company stock, the number of shares covered by this Option and the exercise price per share may be adjusted pursuant to
the Plan.
		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions).
		
	The Plan and
Other Agreements	  	The text of the Plan is incorporated in this Agreement by reference. All capitalized terms in the Stock Option 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. 
 ATHEROS COMMUNICATIONS, INC. 
 STOCK OPTION AGREEMENT 
  

 -7-