EXHIBIT
10.1(e)


 


THIS OPTION
AGREEMENT MAY NOT BE TRANSFERRED EXCEPT BY WILL OR UNDER THE LAWS OF
DESCENT AND DISTRIBUTION OR PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER.


 


BSQUARE CORPORATION


 


AMENDED
AND RESTATED STOCK OPTION PLAN


 


 


NON-QUALIFIED STOCK OPTION
AGREEMENT


 


THIS AGREEMENT is entered into as of  %%OPTION_DATE,’MM/DD/YYYY’%-%  (the “Date
of Grant”) between BSQUARE CORPORATION, a Washington corporation (the “Company”),
and %%FIRST_NAME%-% %%LAST_NAME%-% (the “Optionee”).


 


RECITALS:


 


A.     The Company has approved and adopted
the Stock Option Plan (the “Plan”), pursuant to which the Plan
Administrator is authorized to grant to employees of the Company or any Related
Corporation (“Employees”) and certain other designated individuals options to
purchase shares of the Company’s common stock, no par value (the “Common Stock”);


 


B.     The Optionee is an Employee;


 


C.     The options granted hereunder are
intended to qualify as Non-Qualified Stock Options under Section 422 of
the Internal Revenue Code of 1986, as amended (the “Code”);


 


D.     Capitalized terms used herein and not
otherwise defined shall have the definitions given to them in the Plan.


 





















 


AGREEMENT:


 


NOW, THEREFORE, the Company hereby grants to
the Optionee the option to purchase, upon the terms and conditions set forth
herein and in the Plan, %%TOTAL_SHARES_GRANTED,’999,999,999’%-% shares of
Common Stock (the “Option”).


 


1.                                       EXERCISE
PRICE.


 


The exercise
price for the Option shall be %%OPTION_PRICE,’$999,999,999.9999’%-% per
share.  If the Optionee is a Ten Percent
Shareholder of the Company, then the per share exercise price is not less than
110 percent of the Fair Market Value of the Common Stock on the Date of Grant.


 


2.                                       VESTING
SCHEDULE.


 


No Option shall be exercisable until it has
vested.  The Option shall be vested
according to the following schedule:


 


	
  Shares

  	
   

  	
  Vest Date

  	
   

  	
  Expiration Date

  	
   

  
	
  %%SHARES_PERIOD1,’999,999,999’%-%

  	
   

  	
  %%VEST_DATE_PERIOD1,’MM/DD/YYYY’%-%

  	
   

  	
  %%EXPIRE_DATE_PERIOD1,’MM/DD/YYYY’%-%

  	
   

  
	
  %%SHARES_PERIOD2,’999,999,999’%-%

  	
   

  	
  %%VEST_DATE_PERIOD2,’MM/DD/YYYY’%-%

  	
   

  	
  %%EXPIRE_DATE_PERIOD1,’MM/DD/YYYY’%-%

  	
   

  
	
  %%SHARES_PERIOD3,’999,999,999’%-%

  	
   

  	
  %%VEST_DATE_PERIOD3,’MM/DD/YYYY’%-%

  	
   

  	
  %%EXPIRE_DATE_PERIOD1,’MM/DD/YYYY’%-%

  	
   

  
	
  %%SHARES_PERIOD4,’999,999,999’%-%

  	
   

  	
  %%VEST_DATE_PERIOD4,’MM/DD/YYYY’%-%

  	
   

  	
  %%EXPIRE_DATE_PERIOD1,’MM/DD/YYYY’%-%

  	
   

  



 





















 


3.                                       TERM OF
OPTIONS


 


All Options granted under this Agreement
shall expire ten (10) years from the Date of Grant.


 


4.                                       OPTION NOT
TRANSFERABLE.


 


The Option may not be transferred, assigned,
pledged or hypothecated in any manner (whether by operation of law or
otherwise) other than by will, by the applicable laws of descent and
distribution or pursuant to any qualified domestic relations order, and shall
not be subject to execution, attachment or similar process.  Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of the Option or of any right or privilege
conferred hereby contrary to the provisions hereof, or upon the sale or levy or
any attachment or similar process upon the rights and privileges conferred
hereby, the Option shall thereupon terminate and become null and void.


 


5.                                       INVESTMENT
INTENT.


 


By accepting the Option, the Optionee
represents and agrees, for the Optionee and all persons who acquire rights in
the Option through the Optionee, that none of the shares of Common Stock
purchased upon exercise of the Option will be distributed in violation of
applicable federal and state laws and regulations.  If requested by the Company, the Optionee
shall furnish evidence satisfactory to the Company (including a written and
signed representation letter and a consent to be bound by all transfer
restrictions imposed by applicable law, legend condition or otherwise) to that
effect, before delivery of the purchased shares of Common Stock.


 





















 


6.                                       TERMINATION
OF OPTION.


 


Any vested Option granted to an Optionee
shall terminate, to the extent not previously exercised, upon the occurrence of
the first of the following events:


 


(a)                                  as designated by (x)
the Board in accordance with Section 6(n) of the Plan or (y) the
Committee or the Executive Officer in accordance with Section 6(d) of
the Plan or, in the case of an Option granted to a Ten Percent Shareholder (as
defined in the Plan), five (5) years from the Date of Grant;


 


(b)                                 the date of the Optionee’s
termination of employment or contractual relationship with the Company or any
Related Corporation for cause (as determined in the sole discretion of the
Committee);


 


(c)                                  the expiration of
ninety (90) days from the date of the Optionee’s termination of employment or
contractual relationship with the Company or any Related Corporation for any
reason whatsoever other than cause, death or Disability unless the exercise
period is extended by the Committee a date not later than the expiration date
of the Option;


 


(d)                                 the expiration of one
year from (A) the date of death of the Optionee or (B) cessation of
the Optionee’s employment or contractual relationship by reason of Disability
unless the exercise period is extended by the Committee until a date not later
than the expiration date of the Option; or


 


(e)                                  any other event
specified by the Committee at the time of grant of the Option.


 


If an Optionee’s employment or contractual
relationship is terminated by death, any Option granted to the Optionee shall be
exercisable only by the person or persons to whom such Optionee’s rights under
such Option shall pass by the Optionee’s will or by the laws of descent and
distribution of the state or county of the Optionee’s domicile at the time of
death.  The Committee shall determine
whether an Optionee has incurred a Disability on the basis of medical evidence
reasonably acceptable to the Committee. 
Upon making a determination of Disability, the Committee shall, for
purposes of the Plan, determine the date of an Optionee’s termination of
employment or contractual relationship.


 





















 


Unless accelerated in accordance with Section 6(f) of
the Plan, any unvested Option granted to an Optionee shall terminate
immediately upon termination of employment of the Optionee by the Company for
any reason whatsoever, including death or Disability.  For purposes of the Plan, transfer of
employment between or among the Company and/or any Related Corporation shall
not be deemed to constitute a termination of employment with the Company or any
Related Corporation.  For purposes of
this subsection with respect to Incentive Stock Options, employment shall
be deemed to continue while the Optionee is on military leave, sick leave or
other bona fide leave of absence (as determined by the Committee). The
foregoing notwithstanding, employment shall not be deemed to continue beyond
the first ninety (90) days of such leave, unless the Optionee’s re-employment
rights are guaranteed by statute or by contract.


 


7.                                       STOCK.


 


In the case of any stock split, stock
dividend or like change in the nature of shares granted by this Agreement, the
number of shares and option price shall be proportionately adjusted as set
forth in Section 6(m) of the Plan.


 


8.                                       EXERCISE OF
OPTION.


 


Each exercise of the Option shall be by means
of delivery of a Notice of Election to Exercise (which may be in the form
attached hereto as Exhibit A) to the Secretary of the Company at
its principal executive office, specifying the number of shares of Common Stock
to be purchased and accompanied by payment in cash, or by certified or cashier’s
check payable to the order of the Company, of the full exercise price for the
Common Stock to be purchased.  Upon
approval of the Committee, the Optionee may pay for all or any portion of the
exercise price by (i) delivery of already held shares of Common Stock, (ii) having
shares withheld from the amount of shares of Common Stock to be received by the
Optionee upon exercise of the Option or (iii) execution and delivery of
appropriate loan documents approved by the Committee.  The shares of Common Stock received or
withheld by the Company as payment shall have a Fair Market Value equal to or
greater than the aggregate exercise price to be paid by the Optionee upon such
exercise.  The Optionee agrees to also
pay to the Company the amount necessary for the Company to satisfy its federal,
state, local and foreign withholding obligations.


 


9.                                       OPTIONEE
ACKNOWLEDGMENTS.


 


The Optionee acknowledges that he or she has
read and understands the terms of this Agreement and the Plan, and that:


 


(a)                                  The issuance of
shares of Common Stock pursuant to the exercise of the Option, and any resale
of the shares of


 





















 


Common Stock, may only be effected in compliance with applicable state
and federal laws and regulations and that the Optionee may be required to
execute and deliver representations and warranties to that effect prior to the
exercise of any portion of the Option;


 


(b)                                 The Optionee is not
entitled to any rights as a shareholder with respect to any shares of Common Stock
issuable hereunder until the Optionee becomes a shareholder of record;


 


(c)                                  The shares of Common
Stock subject hereto may be adjusted in the event of certain changes in the
capital structure of the Company or for any other reason required or permitted
by the Plan;


 


(d)                                 As a condition to the
exercise of the Option, the Optionee may be required to make such arrangements
as the Committee requires for the satisfaction of any federal, state or local
withholding tax obligations; and


 


(e)                                  This Agreement does
not constitute an employment agreement nor does it entitle the Optionee to any
specific employment or to employment for a period of time and that the Optionee’s
continued employment, if any, with the Company shall be at will and is subject
to termination in accordance with the Company’s prevailing policies and any
other agreement between the Optionee and the Company.


 


10.                                 PROFESSIONAL ADVICE.
The acceptance and exercise of the Option and the sale of Common Stock issued
pursuant to the exercise of the Option may have consequences under federal and
state tax and securities laws which may vary depending on the individual
circumstances of the Optionee. 
Accordingly, the Optionee acknowledges that the Optionee has been advised
to consult his or her personal legal and tax advisor in connection with this
Agreement and the Optionee’s dealings with respect to the Option or the Common
Stock.


 


11.                                 NOTICES.  Any notice required or permitted to be made
or given hereunder shall be mailed or delivered personally to the addresses set
forth below, or as changed from time to time by written notice to the other:


 


	
   

  	
   

  	
  Company:

  	
  BSQUARE CORPORATION

  
	
   

  	
   

  	
   

  	
  3150 139th Avenue SE

  
	
   

  	
   

  	
   

  	
  Suite 500

  



 





















 


	
   

  	
   

  	
   

  	
  Bellevue, Washington 98005

  
	
   

  	
   

  	
   

  	
  Attention: Secretary

  



 


Optionee:


 


%%FIRST_NAME%-% %%LAST_NAME%-%


%%ADDRESS_LINE_1%-%


%%ADDRESS_LINE_2%-%


%%CITY%-%, %%STATE%-% %%ZIPCODE%-%


 


12.                                 AGREEMENT SUBJECT
TO PLAN.  The Option and this
Agreement evidencing and confirming the same are subject to the terms and
conditions set forth in the Plan and in any amendments to the Plan existing now
or in the future, which terms and conditions are incorporated herein by
reference.  A copy of the Plan previously
has been delivered to the Optionee. 
Should any conflict exist between the provisions of the Plan and those of
this Agreement, those of the Plan shall govern and control.  This Agreement and the Plan comprise the
entire understanding between the Company and the Optionee with respect to the
Option and shall be construed and enforced under the laws of the State of Washington.


 


IN WITNESS WHEREOF, clicking the “Accept”
button along with the electronic signature of the Company’s representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement.


 





















 


	
  OPTIONEE

  	
  BSQUARE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  Brian T. Crowley, CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  % %FIRST_NAME%-% %%LAST_NAME%-%

  	
   

  	
   

  	
   

  	
   

  
									



 


 


Exhibit A


 


 


Notice of
Election to Exercise


 


 


This Notice of Election to Exercise shall
constitute proper notice pursuant to Section 6(h) of the BSQUARE
CORPORATION Amended and Restated Stock Option Plan (the “Plan”) and Section 8
of that certain Non-Qualified Stock Option Agreement (the “Agreement”) dated as
of                                           
between BSQUARE CORPORATION (the “Company”) and the undersigned.


 


The undersigned hereby elects to exercise the
Optionee’s option to purchase                               
shares of the Company’s common stock, no par value, at a purchase price of $                      
per share, for aggregate consideration of $                      ,
on the terms and conditions set forth in the Agreement and the Plan.  Such aggregate consideration, in the form
specified in Section 7 of the Agreement, accompanies this Notice.


 


The undersigned has executed this Notice this
         day of                                 ,
            .


 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Name Typed or Printed

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature