Unassociated Document


    GIGOPTIX,
INC.

    2008
EQUITY INCENTIVE PLAN

    


    Form of Incentive Stock
Option

    


    


    
      	
              1.

            	
              Grant
      of Option.

            


    

     

    This
certificate evidences an incentive stock option (this “Stock Option”)
granted by GigOptix, Inc., a Delaware corporation
(the “Company”), on
[_________________] (the “Grant Date”)
to [________________], an employee of the Company or its subsidiaries (the
"Participant")
pursuant to the Company's 2008 Equity Incentive Plan (as from time to time in
effect, the "Plan").  Under
this Stock Option, the Participant may purchase, in whole or in part, on the
terms herein provided, a total of [___] shares of common stock of the Company
(the "Shares")
at $[____] per Share, which is not less than the fair market value of the Shares
on the date of grant of this Stock Option.  The latest date on which
this Stock Option, or any part thereof, may be exercised is [____________] (the
"Final Exercise
Date").  The Stock Option evidenced by this certificate is
intended to be an incentive stock option as defined in section 422 of the
Internal Revenue Code of 1986, as amended from time to time (the "Code").  Unless
otherwise defined in this Stock Option, the terms used in this Stock Option
shall have the meaning defined in the Plan.

    


    This
Stock Option is exercisable in the following cumulative installments prior to
the Final Exercise Date:

    


    [__]% of
the Shares on and after the [___] anniversary of the Grant Date;
and

    an
additional [__]th of the remaining Shares monthly thereafter until the [___]
anniversary of the Grant Date.

    


    


    Notwithstanding
the foregoing, upon termination of the Participant's Employment, any portion of
this Stock Option that is not then exercisable will immediately expire and the
remainder of this Stock Option will remain exercisable for three months (unless
termination of the Participant’s Employment resulted from reasons that in the
determination of the Administrator cast such discredit on the Participant as to
justify immediate forfeiture of this Stock Option, in which case this entire
Option shall immediately expire and no portion thereof shall remain
exercisable); provided,
that any
portion of this Stock Option held by the Participant immediately prior to the
Participant's death, to the extent then exercisable, will remain exercisable for
one year following the Participant's death; and further provided, that in
no event shall any portion of this Stock Option be exercisable after the Final
Exercise Date.

    


    
      	
              2.

            	
              Exercise
      of Stock Option.

            


    

     

    Each
election to exercise this Stock Option shall be in writing in the form attached
hereto, signed by the Participant or the Participant's executor, administrator,
or legally appointed representative (in the event of the Participant’s
incapacity) or the person or persons to whom this Stock Option is transferred by
will or the applicable laws of descent and distribution (collectively, the
"Option
Holder"), and received by the Company at its principal office,
accompanied by this certificate and payment in full as provided in the
Plan.  Subject to the further terms and conditions provided in the
Plan, the purchase price may be paid as follows:  (i) by delivery of
cash or check acceptable to the Administrator; (ii) through a broker-assisted
exercise program acceptable to the Administrator; (iii) at the discretion of the
Administrator on a case by case basis, by “cashless exercise” (as described in
question 9 of the “2008 Equity Incentive Plan – Plan Summary and Prospectus”);
or (iv) through any combination of the foregoing.  In the event that
this Stock Option is exercised by an Option Holder other than the Participant,
the Company will be under no obligation to deliver Shares hereunder unless and
until it is satisfied as to the authority of the Option Holder to exercise this
Stock Option.


    
      
         


      

      
        -1-

        
          

        

      

      
         


      

    

    


    
      	
              3.

            	
              Notice
      of Disposition.

            


    

     

    The
person exercising this Stock Option shall notify the Company when making any
disposition of the Shares acquired upon exercise of this Stock Option, whether
by sale, gift or otherwise.

    


    
      	
              4.

            	
              Restrictions
      on Transfer of Shares.

            


    

     

    If at the
time this Stock Option is exercised the Company or any of its stockholders is a
party to any agreement restricting the transfer of any outstanding shares of the
Company’s common stock, the Administrator may provide that this Stock Option may
be exercised only if the Shares so acquired are made subject to the transfer
restrictions set forth in that agreement (or if more than one such agreement is
then in effect, the agreement or agreements specified by the
Administrator).

    


    
      	
              5.

            	
              Withholding;
      Agreement to Provide Security.

            


    

     

    If at the
time this Stock Option is exercised the Company determines that under applicable
law and regulations it could be liable for the withholding of any federal or
state tax upon exercise or with respect to a disposition of any Shares acquired
upon exercise of this Stock Option, this Stock Option may not be exercised
unless the person exercising this Stock Option remits to the Company any amounts
determined by the Company to be required to be withheld upon exercise (or makes
other arrangements satisfactory to the Company for the payment of such taxes)
and gives such security as the Company deems adequate to meet its potential
liability for the withholding of tax upon a disposition of the Shares and agrees
to augment such security from time to time in any amount reasonably determined
by the Company to be necessary to preserve the adequacy of such
security.


    
      
         


      

      
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              6.

            	
              Nontransferability
      of Stock Option.

            


    

     

    This
Stock Option is not transferable by the Participant otherwise than by will or
the laws of descent and distribution and is exercisable during the Participant's
lifetime only by the Participant (or in the event of the Participant's
incapacity, the person or persons legally appointed to act on the Participant's
behalf).

    


    
      	
              7.

            	
              Provisions
      of the Plan.

            


    

     

    This
Stock Option is subject to the provisions of the Plan, which are incorporated
herein by reference.  A copy of the Plan as in effect on the date of
the grant of this Stock Option has been furnished to the
Participant.  By exercising all or any part of this Stock Option, the
Participant agrees to be bound by the terms of the Plan and this
certificate.  All initially capitalized terms used herein will have
the meaning specified in the Plan, unless another meaning is specified
herein.

    



    
      
         


      

      
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    IN
WITNESS WHEREOF, the Company has caused this instrument to be executed by its
duly authorized officer.

    


    
      	 
      	
              GIGOPTIX,
      INC.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By
      ______________________________

            
	 
      	
                 

            


    

    


    Dated:  [_________________]

    


    


    


    


    


    
      	 
      	
              Acknowledged
      and agreed:

            
	 
      	 
      
	 
      	 
      
	 
      	
              _________________________________

            
	 
      	
              [Name
      of Participant]

            


    

    


    


    


    Dated:  [_________________]

     


    
      
         


      

      
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    EXERCISE
OF STOCK OPTIONS

    GIGOPTIX,
INC.

     

    



    
      	
            	
              *

            	
              Limit
      orders and will remain outstanding until cancelled, or commencement of a
      trading blackout, unless you specify when the limit order is verbally
      confirmed with the selling broker that the limit order is good for that
      day only.

            


    

    Notes:

    For a Cashless
Exercise or a Sell to Cover Exercise, this exercise form does not constitute a
sale order for shares of GigOptix, Inc. common stock.  You must
verbally your broker for any share
sales, following submission of this form.

     

    For
a Cash Exercise, you must remit the full amount of the option cost accompanied
by a copy of this form.  For a Sell-to-Cover Exercise, where expected
gross proceeds on sale after broker’s commission are short of the amount owed to
GigOptix, you must remit payment for the option cost shortfall
immediately.  Payment of the option cost, shortfall and taxes, as
applicable, may be in the form of a check (or checks) payable to GigOptix, Inc.
and sent to GigOptix, Inc., 2400 Geng Road, Suite 100, Palo Alto, California
94303.  GigOptix will calculate any taxes due and relay that amount to
you the day following exercise.  A check for any taxes due must be
received by GigOptix within four business days of the exercise
date.

    


    To Whom
It May Concern:

    


    Pursuant
to the terms of the GigOptix, Inc. 2008 Equity Incentive Plan, I hereby elect to
exercise the above stated number of shares of GigOptix, Inc. Common Stock at the
above stated option price(s) per share from the non-qualified/incentive stock
option(s) granted to me on the above stated date(s).  Also, if
indicated above, this notice reflects my request to sell the above-designated
number of shares.

    


    I
understand that my exercise date will be the date that this notice of exercise
is received, with approval if required, and that, if required, GigOptix has
received payment for the number of shares exercised.  I also understand that an Exercise
Notice received after 3:30 p.m. Eastern time may have an exercise date of the
following business day.  If applicable, GigOptix will advise of
taxes due on exercise of an option.

    


    
      
        
          
            	 
      	 	 
      
	
                    Signature
      of Optionee

                  	 	
                    Date

                  


          

        

      

    


    
      
         


      

      
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    Exercise
of Stock Options

    GigOptix,
Inc.

     

    




    Note A: GigOptix, Inc. is
hereby authorized and instructed by me to deliver the stock to be issued upon
the exercise of my stock options(s) via [DWAC] to the selling
broker.  GigOptix, Inc. is acting as my agent and nominee for further
credit to my brokerage account.  This letter authorizing you to
deliver the stock pursuant to my stock option(s) exercise cannot be revoked or
rescinded by me under any circumstances, and as the transfer for the exercise
price (plus any applicable taxes) represents, in whole or in part, funds
advanced by my broker, I have granted the selling broker a security interest in
the shares to be issued pursuant to this exercise of my stock option(s), which
security interest will not be terminated even if the securities are delivered to
me contrary to these instructions.

     

    
      
         


      

      
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