EXHIBIT
10.1


Form of Stock Option Agreement


 


NONQUALIFIED STOCK OPTION GRANTED


 


BY


 


HITTITE MICROWAVE CORPORATION


 


UNDER THE


 


2005 STOCK INCENTIVE PLAN


 


WITNESSETH:


 


For valuable consideration, the receipt of which is hereby
acknowledged, Hittite Microwave Corporation (the “Company”) hereby grants to
the Holder named in Schedule A attached hereto, pursuant to the Company’s 2005
Stock Incentive Plan (the “Plan”), the following Nonqualified Stock Option (the
“Option”):


 


FIRST:  Subject to the terms and conditions
hereinafter set forth, the Holder is hereby given the right and option to
purchase from the Company shares of the Company’s Common Stock, $.01 par value
per share (the “Common Stock”).  Schedule
A attached hereto and hereby incorporated herein sets forth, with respect to
this Option, (i) its expiration date, (ii) its exercise price per share, (iii)
the maximum number of shares that the Holder may purchase upon exercise hereof,
and (iv) the vesting schedule.  It also
sets forth applicable conditions precedent to exercise of this Option, as well
as any additional terms and conditions that the Company may wish to incorporate
herein.


 


This Option may be exercised in whole or in part, by delivering written
notice of exercise to the Company, specifying the number of shares to be
purchased.  Payment of the purchase price
may be made by delivery of cash or bank check or other instrument acceptable to
the Committee in an amount equal to the exercise price of such Options, or by
one or more of the following methods:


 


                (i)            with the written consent of the
Committee, by delivery to the Company of shares of Common Stock of the Company
having a fair market value equal in amount to the aggregate exercise price of
the Options being exercised; or


 


                (ii)           provided that the Holder is not an
executive officer of the Company, and with the written consent of the
Committee, by delivery to the Company of a personal recourse note issued by the
Holder to the Company in a principal amount equal to such aggregate exercise
price and with such other terms, including interest rate and maturity, as the
Company may determine in its discretion; provided, however, that the interest
rate borne by such note shall not be less than the lowest applicable federal
rate, as defined in Section 1274(d) of the Code; or


 


 





















 


                (iii)          if the class of Common Stock is
registered under the Securities Exchange Act of 1934 at such time, by delivery
to the Company of a properly executed exercise notice along with irrevocable
instructions to a broker to deliver promptly to the Company cash or a check
payable and acceptable to the Company for the purchase price; provided that in
the event that the Holder chooses to pay the purchase price as so provided, the
Holder and the broker shall comply with such procedures and enter into such
agreements of indemnity and other agreements as the Committee shall prescribe
as a condition of such payment procedure (including, in the case of an Holder
who is an executive officer of the Company, such procedures and agreements as
the Committee deems appropriate in order to avoid any extension of credit in
the form of a personal loan to such officer). 
The Company need not act upon such exercise notice until the Company
receives full payment of the exercise price; or


 


                (iv)           by reducing the number of Option
shares otherwise issuable to the Holder upon exercise of the Option by a number
of shares of Common Stock having a fair market value at the time of exercise equal
to such aggregate exercise price of the shares of Common Stock as to which the
Option is being exercised; or


 


                (v)            by any combination of such methods
of payment.


 


SECOND:  Any resale of shares issued upon exercise of
this Option that is made while the Holder is an “affiliate” of the Company
within the meaning of the rules and regulations of the of the Securities and
Exchange Commission (the “Commission”) must be made in compliance with the
provisions of Rule 144 adopted by the Commission that are applicable to the
resale of securities that are not “restricted securities” within the meaning of
that Rule.


 


THIRD:  Within a reasonable time following the
receipt by the Company of payment of the exercise price in accord with the
provisions of Paragraph FIRST of the Option, the Company will deliver or cause
to be delivered to the Holder (or if any other individual or individuals are
exercising this Option, to such individual or individuals) at the office of the
Company a certificate or certificates for the number of shares with respect to
which the Option is then being exercised, registered in the name of the Holder
(or the name or names of the individual or individuals exercising the Option,
either alone or jointly with another person or persons with rights of
survivorship, as the individual or individuals exercising the Option shall prescribe
in writing to the Company); provided, however, that if any law, regulation or
order of the Commission or other body having jurisdiction in the premises shall
require the Company or the Holder (or the individual or individuals exercising
this Option) to take any action in connection with the sale of the shares then
being purchased, then, subject to the other provisions of this Paragraph, the
date on which such sale shall be deemed to have occurred and the date for the
delivery of the certificates for such shares shall be extended for the period
necessary to take and complete such action. 
Said certificate shall include appropriate securities and other legends
referencing stock transfer restrictions imposed by this Option or the
Plan.  Delivery by the Company of the
certificates for such shares shall be deemed effected for all purposes when the
Company or a stock transfer agent of the Company shall have deposited such
certificates in the United States mail, addressed to Holder, at the address
specified in the Investment Letter.


 


FOURTH:  The existence of outstanding options shall
not affect in any way the right or power of the Company or its stockholders to
make or authorize, without limitation, any or all 


 


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adjustments, recapitalizations, reorganizations or
other changes in the Company’s capital structure or its business, or any merger
or consolidation of the Company, or any issue of Common Stock, or any issue of
bonds, debentures, preferred or prior preference stock or other capital stock
ahead of or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all or
any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.


 


(a)           Recapitalization, Stock Splits,
and Dividends.


 


If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other increase
or reduction of the number of shares of the Common Stock outstanding, without
receiving compensation therefor in money, services or property, then the
number, class, and per share price of shares of stock subject to this option
shall be appropriately adjusted in such a manner as to entitle the Holder to
receive upon exercise of this option, for the same aggregate cash
consideration, the same total number and class of shares that the owner of an
equal number of outstanding shares of Common Stock would own as a result of the
event requiring the adjustment.


 


Adjustments under this Paragraph FOURTH shall be determined by the
Board or the Committee and such determinations shall be conclusive.  The Board or the Committee shall have the
discretion and power in any such event to determine and to make effective
provision for acceleration of the time or times at which any option or portion
thereof shall become exercisable.  No
fractional shares of Common Stock shall be issued under the Plan on account of
any adjustment specified above.


 


Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services, either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares of obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock
then subject to this option.


 


(b)           Change in Control.  Upon the occurrence of a Change of Control as
defined below:


 


(i)             subject to the
provisions of clause (iii) below, after the effective date of such Change of
Control, the Holder of this Option shall be entitled, upon exercise thereof, to
receive, in lieu of shares of Common Stock, shares of such stock or other
securities, cash or property (or consideration based upon shares of such stock
or other securities, cash or property) as the holders of shares of Common Stock
received in connection with the Change of Control;


 


(ii)           the Committee may
accelerate, fully or in part, the time for exercise of, and waive any or all
conditions and restrictions on, this Option, effective upon a date prior or
subsequent to the effective date of such Change of Control, as specified by the
Committee; or


 


(iii)          this Option may be cancelled by the Committee as of the
effective date of any such Change of Control provided that (x) prior written
notice of such cancellation shall have been given to the Holder and (y) the
Holder shall have the right to exercise such Option to the 


 


 


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extent that the same is then exercisable or, in full,
if the Committee shall have accelerated the time for exercise of all such
unexercised and unexpired Awards, during the thirty (30) day period preceding
the effective date of such Change of Control.


 


(c)           “Change of Control”
shall mean the occurrence of any one of the following events:


 


(i)            any “person” (as
such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) becomes,
after the Effective Date of this Plan, a “beneficial owner” (as such term is
defined in Rule 13d-3 promulgated under the Exchange Act) (other than the
Company, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, or any corporation owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company), directly or indirectly, of securities
of the Company representing fifty percent (50%) or more of the combined voting
power of the Company’s then outstanding securities; or


 


(ii)           the stockholders of
the Company approve a merger or consolidation of the Company with any other
corporation or other entity, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than fifty
percent (50%) of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such merger or
consolidation; or


 


(iii)          the stockholders of
the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or substantially
all of the Company’s assets.


 


FIFTH:  No person shall, by virtue of the granting of
this Option to the Holder, be deemed to be a holder of any shares purchasable
under this Option or to be entitled to the rights or privileges of a holder of
such shares unless and until this Option has been exercised with respect to
such shares and they have been issued pursuant to that exercise of this
Option.  The Company shall, at all times
while any portion of this Option is outstanding, reserve and keep available,
out of shares of its authorized and unissued stock or reacquired shares, a
sufficient number of shares of its Common Stock to satisfy the requirements of
this Option; shall comply with the terms of this Option promptly upon exercise
of the option rights; and shall pay all fees or expenses necessarily incurred by
the Company in connection with the issuance and delivery of shares pursuant to
the exercise of this Option.


 


SIXTH:  This option is not transferable by the Holder
otherwise than by will or the laws of descent and distribution.  This Option shall be exercisable, and shall be
subject to termination, as follows:


 


(i)            Termination by
Death.  If Holder’s employment by the
Company and its Affiliates terminates by reason of death, this Option may
thereafter be exercised to the extent exercisable at the date of death, by the
legal representative or legatee of the participant, for a period of one hundred
eighty (180) days (or such longer period as the Committee shall specify at 


 


 


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any time) from the date of death, or until the
expiration of the stated term of the Option, if earlier.


 


(ii)           Termination by
Reason of Disability or Normal Retirement.


 


(A)          If the Holder’s
employment by the Company and its Affiliates has terminated by reason of
Disability, this Option may thereafter be exercised, to the extent it was
exercisable at the time of such termination, for a period of ninety (90) days
(or such longer period as the Committee shall specify at any time) from the
date of such termination of employment, or until the expiration of the stated
term of the Option, if earlier.


 


(B)           If the Holder’s
employment by the Company and its Affiliates has terminated by reason of Normal
Retirement, this Option may thereafter be exercised, to the extent it was
exercisable at the time of such termination, for a period of ninety (90) days
(or such longer period as the Committee shall specify at any time) from the
date of such termination of employment, or until the expiration of the stated
term of the Option, if earlier. For purposes of this paragraph, “Normal
Retirement” means retirement in good standing from active employment with the
Company and its Affiliates in accordance with the retirement policies of the
Company and its Affiliates then in effect.


 


(C)           The Committee shall
have sole authority and discretion to determine whether a participant’s
employment has been terminated by reason of Disability or Normal Retirement.


 


(iii)          Termination for
Cause.  If Holder’s employment by the
Company and its Affiliates has been terminated for Cause, as determined by the
Committee in its sole discretion, any Option held by such participant shall
immediately terminate and be of no further force and effect.


 


(iv)          Other Termination.  Unless otherwise determined by the Committee,
if the Holder’s employment by the Company and its Affiliates terminates for any
reason other than death, Disability, Normal Retirement or for Cause, this
Option may thereafter be exercised, to the extent it was exercisable on the
date of termination of employment, for thirty (30) days (or such other period
as the Committee shall specify) from the date of termination of employment or
until the expiration of the stated term of the Option, if earlier.


 


SEVENTH:  Any notice to be given to the Company
hereunder shall be deemed sufficient if addressed to the Company and delivered
at the office of the President of the Company at its principal office, or such
other address as the Company may hereafter designate, or when deposited in the
mail, postage prepaid, addressed to the attention of the President of the
Company at such office or other address.


 


Any notice to be given to the Holder hereunder shall be deemed
sufficient if addressed to and delivered in person to the Holder at his address
furnished to the Company or when deposited in the mail, postage prepaid,
addressed to the Holder at such address.


 


EIGHTH:  The Holder agrees that, if so requested by
the Company or by the underwriters managing any underwritten offering of the
Company’s securities, the Holder will not, without the prior written consent of
the Company or such underwriters, as the case may be, 


 


 


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sell, make any short sale of, loan, grant any option
for the purchase of, or otherwise dispose of any shares subject to any such
Award during the Lock-up Period, as defined below. The “Lock-Up Period” shall
mean a period of time not exceeding 180 days or, if greater, such number of
days as shall have been agreed to by each director and executive officer of the
Company in connection with such offering in a substantially similar lock-up
agreement by which each such director and executive officer is bound. If
requested by the Company or such underwriters, the Holder shall enter into an
agreement with such underwriters consistent with the foregoing.


 


NINTH:  If the Company in its discretion determines
that it is obligated to withhold income or employment taxes required by any
governmental authority with respect to this Option or the exercise thereof, the
following provisions shall apply:


 


(a)           Payment by
Participant.  The Holder shall, no
later than the date as of which the value of this Option or any shares issued
upon exercise thereof first becomes includable in the gross income of the
Holder for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of any Federal,
state, local and/or payroll taxes of any kind required by law to be withheld
with respect to such income.  The Company
and its Affiliates shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the
participant.


 


(b)           Payment in Shares.  The Holder may elect, with the consent of the
Committee, to have such tax withholding obligation satisfied, in whole or in
part, by (i) authorizing the Company to withhold from shares of Common Stock to
be issued pursuant to the Option a number of shares with an aggregate fair market
value (as of the date the withholding is effected) that would satisfy the
withholding amount due with respect to such Award, or (ii) delivering to the
Company a number of shares of Common Stock with an aggregate fair market value
(as of the date the withholding is effected) that would satisfy the withholding
amount due.


 


TENTH:  This Option is subject to all laws,
regulations and orders of any governmental authority which may be applicable
thereto and, notwithstanding any of the provisions hereof, the Holder agrees
that he will not exercise the option granted hereby nor will the Company be obligated
to issue any shares of stock hereunder if the exercise thereof or the issuance
of such shares, as the case may be, would constitute a violation by the Holder
or the Company of any such law, regulation or order or any provision thereof.  This Option is and shall be subject in every
respect to the provisions of the 2005 Stock Incentive Plan of the Company, as
amended from time to time, which is incorporated herein by reference and made a
part hereof.  In the event of any
conflict or inconsistency between the terms hereof and those of said Plan the
latter shall prevail.


 


IN WITNESS WHEREOF, the Company has caused this instrument to be
executed in its name and on its behalf as of the effective date.


 


	
   

  	
  HITTITE
  MICROWAVE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  President

  



 


 


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SCHEDULE A


HITTITE MICROWAVE
CORPORATION


Nonqualified Stock Option under the


2005 Stock Incentive Plan


1.             Name of Holder:


 


2.             Date of Grant:


 


3.             Maximum Number of shares for which
this Option is exercisable:


 


4.             Exercise (purchase) price per
share:


 


5.             Vesting Start Date:


 


6.             Expiration Date of Option:


 


7.                                       Vesting Schedule:  This Option shall become exercisable (and the
shares issued upon exercise shall be vested) (a) as to one-third of the Maximum
Number of shares, on the third anniversary of the Vesting Start Date, and (b) as
to the balance of the Maximum Number of shares, on the fifth anniversary of the
Vesting Start Date.


 


8.                                       Shares purchased upon
exercise of this Option are subject to the lockup agreement set forth in
Paragraph EIGHTH of the Option, and to the other terms of the Option and Plan.


 


The undersigned Holder hereby acknowledges
and agrees to the terms of Stock Option Grant attached hereto:


 


	
   

  	
   

  	
   

  	
  HITTITE MICROWAVE
  CORPORATION

  
	
  (Holder Signature)

  	
   

  	
   

  	
  20 Alpha Road

  
	
   

  	
   

  	
   

  	
  Chelmsford, MA 01824

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Street Address)

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (City/State/Zip Code)

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


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