EXHIBIT 10.6
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                        Innovative Micro Technology, Inc.

                             STOCK OPTION AGREEMENT
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                     for Incentive and Nonstatutory Options

                                      under

                            2001 Stock Incentive Plan

         Pursuant to the 2001 Stock  Incentive  Plan Stock  Option  Grant Notice
("Grant Notice") and this Stock Option  Agreement,  Innovative Micro Technology,
Inc. (the  "Company") has granted you  ("Participant")  an option under its 2001
Stock  Incentive  Plan (the  "Plan")  to  purchase  the  number of shares of the
Company's  Common Stock  indicated  in the Grant  Notice at the  exercise  price
indicated in the Grant  Notice.  Capitalized  terms used but not defined in this
Stock Option  Agreement but defined in the Plan shall have the same  definitions
as in the Plan.

         The details of your option are as follows:

         1. Vesting.  Subject to the limitations  contained herein,  your option
will vest as provided in the Grant Notice, provided that vesting will cease upon
the termination of your Continuous Service, except as follows:

                  a. In the event of a Corporate  Transaction,  any Options that
are not assumed by the successor to the Company or the parent of such  successor
shall become immediately and fully exercisable 20 days prior to the consummation
of the Corporate Transaction.

                  b. If,  within 12 months  following a  Corporate  Transaction,
there occurs without the Optionee's consent:  (a) a material lessening of his or
her duties and responsibilities as an Employee,  (b) a material reduction in his
or her title;  (c) a material  reduction in his or her base salary from the rate
in  effect  as of the  date of the  Grant  Notice,  (d) a  requirement  that the
Optionee's  principal  duties to the Company be performed at a location 30 miles
or more  away  from the  location  they were  performed  prior to the  Corporate
Transaction;  then,  upon written  notice by the Optionee to the Company (or any
successor  to the  Company  by reason  of the  Corporate  Transaction)  that the
Optionee voluntarily  terminates his or her employment,  all outstanding Options
covered  by this  Agreement  shall  become  immediately  and fully  exercisable,
provided that in no event may an Option be exercised after its expiration date;

                  c. If, within 12 months following a Corporate Transaction, the
Optionee's  employment  is  terminated  involuntarily  by the  Company  (or  any
successor to the Company by reason of the Corporate  Transaction) without Cause,
all outstanding  Options covered by this Agreement shall become  immediately and
fully  exercisable,  provided that in no event may an Option be exercised  after
its expiration date.

         2. Number of Shares and Exercise Price. The number of shares subject to
your option and your exercise price per share referenced in the Grant Notice may
be adjusted from time to time for changes in stock, as provided in the Plan.


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         3. Exercise prior to Vesting  ("Early  Exercise").  If permitted in the
Grant Notice (i.e., if the "Exercise  Schedule"  indicates that "Early Exercise"
of your option is permitted) and subject to the  provisions of this option,  you
may  elect at any time that is both (i)  during  the  period of your  Continuous
Service and (ii) during the term of your option, to exercise all or part of your
option, including the unvested portion of your option; provided, however, that:

(a) a partial  exercise  of your option  shall be deemed to cover  first  vested
shares and then the earliest vesting installment of unvested shares;

(b) any shares so purchased  from  installments  which have not vested as of the
date of exercise shall be subject to the purchase option in favor of the Company
as described in the Company's form of Early Exercise Stock Purchase Agreement;

(c) you shall enter into the Company's  form of Early  Exercise  Stock  Purchase
Agreement with a vesting  schedule that will result in the same vesting as if no
early exercise had occurred; and

(d) if your option is an incentive stock option,  then, as provided in the Plan,
to the extent that the aggregate  Fair Market Value  (determined  at the time of
grant) of stock with respect to which your option plus all other incentive stock
options you hold are  exercisable  for the first time by you during any calendar
year  (under all plans of the Company  and its  Affiliates)  exceeds one hundred
thousand  dollars  ($100,000),  the options or portions thereof that exceed such
limit  (according to the order in which they were  granted)  shall be treated as
nonstatutory stock options.

         4. Method of Payment. Payment of the exercise price is due in full upon
exercise of all or any part of your option. You may elect to make payment of the
exercise price in cash or by check or in any other manner permitted by the Grant
Notice, which may include one or more of the following:

(a) In the  Company's  sole  discretion at the time your option is exercised and
provided  that at the time of exercise the Common  Stock is publicly  traded and
quoted  regularly in The Wall Street  Journal,  pursuant to a program  developed
under  Regulation T as promulgated by the Federal Reserve Board which,  prior to
the issuance of Common  Stock,  results in either the receipt of cash (or check)
by the Company or the receipt of irrevocable  instructions  to pay the aggregate
exercise price to the Company from the sales proceeds.

(b) Provided  that at the time of exercise  the Common Stock is publicly  traded
and quoted  regularly in The Wall Street Journal,  by delivery of  already-owned
shares of Common  Stock that  either  have been held for the period  required to
avoid a charge to the Company's reported earnings (generally six months) or were
not acquired,  directly or indirectly from the Company,  that are owned free and
clear of any liens,  claims,  encumbrances or security  interests,  and that are
valued  at Fair  Market  Value on the date of  exercise.  "Delivery"  for  these
purposes,  in the sole  discretion  of the  Company  at the time your  option is
exercised,  shall  include  delivery  to the  Company  of  your  attestation  of
ownership  of such shares of Common  Stock in a form  approved  by the  Company.
Notwithstanding the foregoing, your option may not be exercised by tender to the
Company of Common Stock to the extent such tender  would  constitute a violation

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of the provisions of any law, regulation or agreement restricting the redemption
of the Company's stock.

         5. Whole Shares. Your option may be exercised for whole shares only.

         6. Securities Law Compliance.  Notwithstanding anything to the contrary
contained  herein,  your option may not be exercised  unless the shares issuable
upon exercise of your option are then registered under the Securities Act or, if
such shares are not then so  registered,  the Company has  determined  that such
exercise and issuance would be exempt from the registration  requirements of the
Securities  Act.  The  exercise  of your  option  must also  comply  with  other
applicable laws and regulations  governing the option, and the option may not be
exercised if the Company  determines  that the exercise would not be in material
compliance with such laws and regulations.

         7. Term.  The term of your  option  commences  on the Date of Grant and
expires upon the earliest of the following:

(a) three (3) months after the  termination of your  Continuous  Service for any
reason other than Disability or death,  provided that if during any part of such
three (3) month  period  the  option is not  exercisable  solely  because of the
condition  set forth in  paragraph  6, the  option  shall not  expire  until the
earlier of the Expiration  Date or until it shall have been  exercisable  for an
aggregate  period of three (3) months after the  termination of your  Continuous
Service;

(b) twelve (12) months after the termination of your  Continuous  Service due to
Disability;

(c)  eighteen  (18)  months  after  your  death if you die  either  during  your
Continuous  Service or within  three (3) months  after your  Continuous  Service
terminates ;

(d) the Expiration Date indicated in the Grant Notice; or

(e) the tenth (10th) anniversary of the Date of Grant.

         If your option is an incentive  stock option,  note that, to obtain the
federal income tax advantages  associated with an "incentive  stock option," the
Code requires that at all times beginning on the date of grant of the option and
ending on the day three (3) months before the date of the option's exercise, you
must be an employee of the Company or an Affiliate,  except in the event of your
death or your Disability.  The Company has provided for extended  exercisability
of your  option  under  certain  circumstances  for  your  benefit,  but  cannot
guarantee that your option will  necessarily  be treated as an "incentive  stock
option" if you provide  services to the Company or an  Affiliate as a Consultant
or Director or if you exercise  your option more than three (3) months after the
date your employment with the Company or an Affiliate terminates.

         8.  Exercise.

(a) You may exercise the vested portion of your option (and the unvested portion
of your option if the Grant Notice so permits)  during its term by  delivering a
Notice of Exercise  (in a form  designated  by the  Company)  together  with the
exercise  price to the Secretary of the Company,  or to such other person as the

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Company  may  designate,  during  regular  business  hours,  together  with such
additional documents as the Company may then require.

(b) By exercising  your option you agree that, as a condition to any exercise of
your option,  the Company may require you to enter an arrangement  providing for
the  payment by you to the  Company  of any tax  withholding  obligation  of the
Company  arising by reason of (1) the exercise of your option,  (2) the lapse of
any  substantial  risk of forfeiture to which the shares are subject at the time
of exercise, or (3) the disposition of shares acquired upon such exercise.

(c) If your option is an incentive  stock option,  by exercising your option you
agree that you will notify the Company in writing within fifteen (15) days after
the date of any disposition of any of the shares of the Common Stock issued upon
exercise of your option that occurs  within two (2) years after the date of your
option  grant or within  one (1) year  after  such  shares  of Common  Stock are
transferred upon exercise of your option.

(d) By exercising your option you agree that the Company (or a representative of
the underwriters) may, in connection with the first underwritten registration of
the offering of any securities of the Company under the Securities Act,  require
that you not sell,  dispose  of,  transfer,  make any short  sale of,  grant any
option for the  purchase  of, or enter into any  hedging or similar  transaction
with the same  economic  effect as a sale,  any shares of Common  Stock or other
securities  of the Company  held by you,  for a period of time  specified by the
underwriter(s)  (not to exceed one  hundred  eighty  (180) days)  following  the
effective  date of the  registration  statement  of the Company  filed under the
Securities  Act. You further agree to execute and deliver such other  agreements
as may be reasonably  requested by the Company and/or the  underwriter(s)  which
are consistent  with the foregoing or which are necessary to give further effect
thereto.  In order to enforce  the  foregoing  covenant,  the Company may impose
stop-transfer  instructions  with  respect to your Common Stock until the end of
such period.

(e) No Transfer. Your option is not transferable,  except by will or by the laws
of descent and  distribution,  and is exercisable  during your life only by you.
Notwithstanding the foregoing, by delivering written notice to the Company, in a
form  satisfactory  to the Company,  you may designate a third party who, in the
event of your death, shall thereafter be entitled to exercise your option.

         9. Option not a Service  Contract.  Your option is not an employment or
service  contract,  and nothing in your option  shall be deemed to create in any
way  whatsoever  any  obligation  on your part to  continue in the employ of the
Company or an  Affiliate,  or of the Company or an  Affiliate  to continue  your
employment. In addition, nothing in your option shall obligate the Company or an
Affiliate,  their  respective  shareholders,  Boards of  Directors,  Officers or
Employees  to  continue  any  relationship  that you might have as a Director or
Consultant for the Company or an Affiliate.

         10.  Withholding Obligations.

(a) At the time your option is  exercised,  in whole or in part,  or at any time
thereafter as requested by the Company,  you hereby  authorize  withholding from
payroll  and any other  amounts  payable  to you,  and  otherwise  agree to make
adequate  provision for  (including by means of a "same day sale"  pursuant to a


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program developed under Regulation T as promulgated by the Federal Reserve Board
to the extent  permitted  by the  Company),  any sums  required  to satisfy  the
federal,  state, local and foreign tax withholding obligations of the Company or
an Affiliate, if any, which arise in connection with your option.

(b) Upon your  request  and  subject to  approval  by the  Company,  in its sole
discretion,  and compliance  with any applicable  conditions or  restrictions of
law, the Company may withhold from fully vested shares of Common Stock otherwise
issuable to you upon the exercise of your option a number of whole shares having
a Fair Market Value,  determined by the Company as of the date of exercise,  not
in excess of the  minimum  amount of tax  required to be withheld by law. If the
date of  determination  of any tax withholding  obligation is deferred to a date
later than the date of exercise of your option,  share  withholding  pursuant to
the  preceding  sentence  shall not be  permitted  unless  you make a proper and
timely election under Section 83(b) of the Code,  covering the aggregate  number
of shares of Common Stock acquired upon such exercise with respect to which such
determination is otherwise deferred, to accelerate the determination of such tax
withholding  obligation to the date of exercise of your option.  Notwithstanding
the filing of such election,  shares shall be withheld  solely from fully vested
shares of Common Stock determined as of the date of exercise of your option that
are otherwise  issuable to you upon such exercise.  Any adverse  consequences to
you arising in connection  with such share  withholding  procedure shall be your
sole responsibility.

         Your option is not exercisable  unless the tax withholding  obligations
of the Company and/or any Affiliate are satisfied.  Accordingly,  you may not be
able to exercise your option when desired even though your option is vested, and
the Company shall have no  obligation to issue a certificate  for such shares or
release such shares from any escrow provided for herein.

         11. Notices.  Any notices provided for in your option or the Plan shall
be given in writing and shall be deemed  effectively  given upon  receipt or, in
the case of notices delivered by the Company to you, five (5) days after deposit
in the United States mail, postage prepaid, addressed to you at the last address
you provided to the Company.

         12.  Governing  Plan  Document.  Your  option  is  subject  to all  the
provisions of the Plan,  the  provisions of which are hereby made a part of your
option,  and is further subject to all  interpretations,  amendments,  rules and
regulations  which may from time to time be promulgated and adopted  pursuant to
the Plan. In the event of any conflict between the provisions of your option and
those of the Plan, the provisions of the Plan shall control. The interpretation,
performance  and enforcement of this Agreement shall be governed by the internal
substantive laws of the State of California.

         13. Execution. In witness whereof, the parties hereto have entered into
this Option Agreement on this ___ day of __________, 20__.

                  COMPANY:                INNOVATIVE MICRO TECHNOLOGY, INC.


                                          By_______________________________

                                          Its______________________________

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                  PARTICIPANT:


                                          _______________________________
                                                   Signature
                                          _______________________________
                                                      Name

         By his or her signature  below, the spouse of the Optionee agrees to be
bound by all of the terms and conditions of the foregoing Option Agreement.

                  PARTICIPANT'S SPOUSE:



                                          _______________________________
                                                   Signature
                                          _______________________________
                                                      Name







































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