Exhibit
10.28


OMNIVISION TECHNOLOGIES,
INC.


2007 EQUITY INCENTIVE
PLAN


NOTICE OF GRANT OF STOCK
OPTION


Unless otherwise defined herein, the terms defined in
the 2007 Equity Incentive Plan (the “Plan”) will have the same defined meanings
in this Notice of Grant of Stock Option (the “Notice of Grant”) and Terms and
Conditions of Stock Option Grant, attached hereto as Exhibit A
(together, the “Option Agreement” or the “Agreement”).


Participant:


Address:


Participant has been granted the right to receive an
Option to purchase Common Stock of the Company, subject to the terms and
conditions of the Plan and this Agreement, as follows:


	
  Grant Number

  	
   

  
	
   

  	
   

  
	
  Date of Grant

  	
   

  
	
   

  	
   

  
	
  Vesting Commencement
  Date

  	
   

  
	
   

  	
   

  
	
  Number of Shares
  Granted

  	
   

  
	
   

  	
   

  
	
  Exercise Price per
  Share

  	
  $ 

  	
   

  
	
   

  	
   

  
	
  Total Exercise Price

  	
  $ 

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Type of Option

  	
   

  	
    Incentive
  Stock Option

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Nonstatutory
  Stock Option

  
	
   

  	
   

  	
   

  
	
  Term/Expiration Date

  	
   

  
				



 


Vesting Schedule:


Subject to accelerated vesting as set forth below or in the Plan, this
Option may be exercised, in whole or in part, in accordance with the following
schedule:


Twenty-five percent (25%)
of the Shares subject to the Option shall vest on the one (1) year anniversary
of the Vesting Commencement Date, and one forty-eighth (1/48th) of the Shares subject to the Option shall vest each
month thereafter on the same day of the month as the Vesting 

















Commencement Date
(and if there is no corresponding day, on the last day of the month), subject
to Participant continuing to be a Service Provider through each such date.


 


Termination Period:


This Option shall be exercisable for forty-five (45)
days after Participant ceases to be a Service Provider, unless such termination
is due to Participant’s death or Disability, in which case this Option shall be
exercisable for [twelve (12) months] after Participant ceases to be Service
Provider.  Notwithstanding the foregoing,
in no event may this Option be exercised after the Term/Expiration Date as
provided above and may be subject to earlier termination as provided in
Section 14(c) of the Plan.


By Participant’s
signature and the signature of the Company’s representative below, Participant
and the Company agree that this Option is granted under and governed by the
terms and conditions of the Plan and this Agreement.  Participant has reviewed the Plan and this
Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement and fully understands all provisions
of the Plan and Agreement.  Participant
hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions relating to the Plan
and Agreement.  Participant further
agrees to notify the Company upon any change in the residence address indicated
below.


 


	
  PARTICIPANT

  	
   

  	
  OMNIVISION
  TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


EXHIBIT A


TERMS AND
CONDITIONS OF STOCK OPTION GRANT


1.             Grant.  The
Company hereby grants to Participant an option (the “Option”) to purchase the
number of Shares, as set forth in the Notice of Grant, at the exercise price
per share set forth in the Notice of Grant (the “Exercise Price”), subject to
all of the terms and conditions in this Agreement and the Plan, which is
incorporated herein by reference. 
Subject to Section 19(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of
this Agreement, the terms and conditions of the Plan will prevail.


If designated in the Notice
of Grant as an Incentive Stock Option (“ISO”), this Option is intended to
qualify as an Incentive Stock Option under Section 422 of the Code.  However, if this Option is intended to be an
Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code
Section 422(d) it will be treated as a Nonstatutory Stock Option (“NSO”).


2.             Vesting Schedule. 
Except as provided in Section 3 below, the Option awarded by this
Agreement will vest in accordance with the vesting provisions set forth in the Notice
of Grant.  Shares scheduled to vest on a
certain date or upon the occurrence of a certain condition will not vest in
Participant in accordance with any of the provisions of this Agreement, unless
Participant will have been continuously a Service Provider from the Date of
Grant until the date such vesting occurs.


3.             Administrator Discretion.  The Administrator, in its discretion, may
accelerate the vesting of the balance, or some lesser portion of the balance,
of the unvested Option at any time, subject to the terms of the Plan.  If so accelerated, such Option will be
considered as having vested as of the date specified by the Administrator.


4.             Exercise of Option.  This Option may be exercised only within the
term set out in the Notice of Grant, and may be exercised during such term only
in accordance with the Plan and the terms of this Agreement.


This Option is
exercisable by delivery of an exercise notice, in the form attached as Exhibit B
(the “Exercise Notice”) or in such other form and manner as determined by the
Administrator, which will state the election to exercise the Option, the number
of Shares in respect of which the Option is being exercised (the “Exercised
Shares”), and such other representations and agreements as may be required by
the Company pursuant to the provisions of the Plan.  The Exercise Notice will be completed by
Participant and delivered to the Company. 
The Exercise Notice will be accompanied by payment of the aggregate
Exercise Price as to all Exercised Shares together with any applicable
withholding taxes.  This Option will be
deemed to be exercised upon receipt by the Company of such fully executed
Exercise Notice accompanied by such aggregate Exercise Price.


5.             Method of Payment.  Payment of the aggregate Exercise Price will
be by any of the following, or a combination thereof, at the election of
Participant:


(a)           cash;


(b)           check;

















(c)           consideration
received by the Company under a formal cashless exercise program adopted by the
Company in connection with the Plan; or


(d)           surrender of
other Shares which, (i) in the case of Shares acquired from the Company,
either directly or indirectly, have been owned by Participant and not subject
to a substantial risk of forfeiture for more than six (6) months on the date of
surrender, and (ii) have a Fair Market Value on the date of surrender
equal to the aggregate Exercise Price of the Exercised Shares.


6.             Tax Obligations.


(a)           Withholding
of Taxes.  Notwithstanding
any contrary provision of this Agreement, no certificate representing the Shares
will be issued to Participant, unless and until satisfactory arrangements (as
determined by the Administrator) will have been made by Participant with
respect to the payment of income, employment and other taxes which the Company
determines must be withheld with respect to such Shares.  To the extent determined appropriate by the
Company in its discretion, it shall have the right (but not the obligation) to
satisfy any tax withholding obligations by reducing the number of Shares
otherwise deliverable to Participant.  If
Participant fails to make satisfactory arrangements for the payment of any
required tax withholding obligations hereunder at the time of the Option
exercise, Participant
acknowledges and agrees that the Company may refuse to honor the exercise and
refuse to deliver Shares if such withholding amounts are not delivered at the
time of exercise.


(b)           Notice
of Disqualifying Disposition of ISO Shares. 
If the Option granted to Participant herein is an ISO, and if
Participant sells or otherwise disposes of any of the Shares acquired pursuant
to the ISO on or before the later of (i) the date two (2) years after the
Grant Date, or (ii) the date one (1) year after the date of exercise,
Participant will immediately notify the Company in writing of such
disposition.  Participant agrees that
Participant may be subject to income tax withholding by the Company on the
compensation income recognized by Participant.


(c)           Code
Section 409A.  Under Code
Section 409A, an option that vests after December 31, 2004 that was
granted with a per share exercise price that is determined by the Internal
Revenue Service (the “IRS”) to be less than the fair market value of a Share of
Common Stock on the date of grant (a “Discount Option”) may be considered “deferred
compensation.”  A Discount Option may
result in (a) income recognition by Participant prior to the exercise of
the option, (b) an additional twenty percent (20%) tax, and
(c) potential penalty and interest charges.  Participant acknowledges that the Company
cannot and has not guaranteed that the IRS will agree that the per Share
exercise price of this Option equals or exceeds the fair market value of a
Share of Common Stock on the Date of Grant in a later examination.  Participant agrees that if the IRS determines
that the Option was granted with a per Share exercise price that was less than
the Fair Market Value of a Share on the date of grant, Participant will be
solely responsible for Participant’s costs related to such a determination.


7.             Rights as Stockholder.  Neither Participant nor any person claiming
under or through Participant will have any of the rights or privileges of a
stockholder of the Company in respect of any Shares deliverable hereunder
unless and until certificates representing such Shares will have 

















been issued, recorded on the
records of the Company or its transfer agents or registrars, and, in the case
of certificated shares, delivered to Participant.  After such issuance, recordation and, if
applicable, delivery, Participant will have all the rights of a stockholder of
the Company with respect to voting such Shares and receipt of dividends and
distributions on such Shares.


8.             No Guarantee of Continued Service.  PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY
CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR
SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING
HIRED, BEING GRANTED AN OPTION OR ACQUIRING SHARES HEREUNDER.  PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES
THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT
OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING
PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT
ANY TIME, WITH OR WITHOUT CAUSE.


9.             Address for Notices.  Any notice to be given to the Company under
the terms of this Agreement will be addressed to the Company at OmniVision
Technologies, Inc., 1341 Orleans, Sunnyvale, CA 94089-1136, or at such other
address as the Company may hereafter designate in writing.


10.           Grant is Not Transferable.  This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Participant only by Participant.


11.           Binding Agreement.  Subject to
the limitation on the transferability of this grant contained herein, this
Agreement will be binding upon and inure to the benefit of the heirs, legatees,
legal representatives, successors and assigns of the parties hereto.


12.           Additional Conditions to Issuance of Stock. 
If at any time the Company will determine, in its discretion, that the
listing, registration or qualification of the Shares upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory authority is necessary or desirable as a condition to
the issuance of Shares to Participant (or his or her estate), such issuance
will not occur unless and until such listing, registration, qualification,
consent or approval will have been effected or obtained free of any conditions
not acceptable to the Company.  The
Company will make all reasonable efforts to meet the requirements of any such
state or federal law or securities exchange and to obtain any such consent or
approval of any such governmental authority. 
Assuming such compliance, for income tax purposes the Exercised Shares
will be considered transferred to Participant on the date the Option is
exercised with respect to such Exercised Shares.

















13.           Plan Governs.  This
Agreement is subject to all terms and provisions of the Plan.  In the event of a conflict between one or
more provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan will govern. 
Capitalized terms used and not defined in this Agreement will have the
meaning set forth in the Plan.


14.           Administrator Authority.  The
Administrator will 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 or revoke any such rules
(including, but not limited to, the determination of whether or not any Shares
subject to the Option have vested).  All
actions taken and all interpretations and determinations made by the
Administrator in good faith will be final and binding upon Participant, the
Company and all other interested persons. 
No member of the Administrator will be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or
this Agreement.


15.           Electronic Delivery.  The Company
may, in its sole discretion, decide to deliver any documents related to Options
awarded under the Plan or future Options that may be awarded under the Plan by
electronic means or request Participant’s consent to participate in the Plan by
electronic means.  Participant hereby
consents to receive such documents by electronic delivery and agrees to
participate in the Plan through any on-line or electronic system established
and maintained by the Company or another third party designated by the Company.


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


17.           Agreement Severable.  In the event
that any provision in this Agreement will be held invalid or unenforceable,
such provision will be severable from, and such invalidity or unenforceability
will not be construed to have any effect on, the remaining provisions of this
Agreement.


18.           Modifications to the Agreement. 
This Agreement constitutes the entire understanding of the parties on
the subjects covered.  Participant
expressly warrants that he or she is not accepting this Agreement in reliance
on any promises, representations, or inducements other than those contained
herein.  Modifications to this Agreement
or the Plan can be made only in an express written contract executed by a duly
authorized officer of the Company.


19.           Amendment, Suspension or Termination of the Plan. 
By accepting this Award, Participant expressly warrants that he or she
has received an Option under the Plan, and has received, read and understood a
description of the Plan.  Participant
understands that the Plan is discretionary in nature and may be amended,
suspended or terminated by the Company at any time.


20.           Governing Law.  This Agreement shall be governed by the laws
of the State of California, without giving effect to the conflict of law
principles thereof.  For purposes of
litigating any dispute that arises under this Option or this Agreement, the
parties hereby submit to and consent to the jurisdiction of the State of
California, and agree that such litigation shall
be conducted in the courts of Alameda County, California,
or the federal courts for the United States for the Northern District of
California, and no other courts, where this Option is made and/or to be
performed.

















EXHIBIT B


OMNIVISION TECHNOLOGIES,
INC.


2007 EQUITY INCENTIVE
PLAN


EXERCISE NOTICE


OmniVision Technologies, Inc.


1341 Orleans


Sunnyvale, CA 94089-1136


 


Attention:                   


 


1.             Exercise
of Option.  Effective as of today,                           ,
            , the
undersigned (“Purchaser”) hereby elects to purchase                       
shares (the “Shares”) of the Common Stock of OmniVision Technologies, Inc. (the
“Company”) under and pursuant to the 2007 Equity Incentive Plan (the “Plan”)
and the Stock Option Agreement dated                      
(the “Agreement”).  The purchase price
for the Shares will be $                         ,
as required by the Agreement.


2.             Delivery
of Payment.  Purchaser herewith
delivers to the Company the full purchase price for the Shares and any required
withholding taxes to be paid in connection with the exercise of the Option.


3.             Representations
of Purchaser.  Purchaser acknowledges
that Purchaser has received, read and understood the Plan and the Agreement and
agrees to abide by and be bound by their terms and conditions.


4.             Rights
as Stockholder.  Until the issuance
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the Shares, no right to vote or
receive dividends or any other rights as a stockholder will exist with respect to
the Optioned Stock, notwithstanding the exercise of the Option.  The Shares so acquired will be issued to
Participant as soon as practicable after exercise of the Option.  No adjustment will be made for a dividend or
other right for which the record date is prior to the date of issuance, except
as provided in Section 14 of the Plan.


5.             Tax
Consultation.  Purchaser understands
that Purchaser may suffer adverse tax consequences as a result of Purchaser’s
purchase or disposition of the Shares. 
Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.


6.             Entire
Agreement; Governing Law.  The Plan
and Agreement are incorporated herein by reference.  This Exercise Notice, the Plan and the
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior 

















undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser’s interest except by
means of a writing signed by the Company and Purchaser.  This agreement is governed by the internal
substantive laws, but not the choice of law rules, of California.


 


	
  Submitted by:

  	
   

  	
  Accepted by:

  
	
   

  	
   

  	
   

  
	
  PURCHASER

  	
   

  	
  OMNIVISION
  TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
  Its

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date Received