2007 Stock Incentive Plan



 Exhibit 10.10 
 MEMSIC, INC. 
 2007 STOCK INCENTIVE PLAN 
 1. Purpose. This MEMSIC, Inc. 2007 Stock Incentive Plan (the “Plan”) is intended to provide incentives (a) to officers and
employees of MEMSIC, Inc. (the “Company”), its parent (if any) and any present or future subsidiaries of the Company (collectively, “Related Corporations”) by providing them with opportunities to purchase stock in the Company
pursuant to options which qualify as “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), granted hereunder (“ISO” or “ISOs”); (b) to directors,
officers, employees and consultants of the Company and Related Corporations by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which do not qualify as ISOs (“Non-Qualified Option” or
‘Non-Qualified Options”); and (c) to directors, officers, employees and consultants of the Company and Related Corporations by providing them with opportunities to make direct purchases of restricted stock in the Company
(‘Restricted Stock”). Both ISOs and Non-Qualified Options are referred to hereafter individually as an “Option” and collectively as “Options.” As used herein, the terms “parent” and “subsidiary” mean
“parent corporation” and “subsidiary corporation” as those terms are defined in Section 424 of the Code. 
 2.
Administration of the Plan.  
 (a) The Plan shall be administered by the Board of Directors of the Company (the ‘Board”). The
Board may appoint a Compensation Committee(the “Committee”) of two or more of its members to administer the Plan. Subject to ratification of the grant of each Option or Restricted Stock by the Board (if so required by applicable state
law), and subject to the terms of the Plan, the Committee shall have the authority to (i) determine the employees of the Company and Related Corporations (from among the class of employees eligible under paragraph 3 to receive ISOs) to whom
ISOs may be granted, and to determine(from among the class of individuals and entities eligible under paragraph 3 to receive Non-Qualified Options and Restricted Stock) to whom Non-Qualified Options or Restricted Stock may be granted;
(ii) determine the time or times at which Options or Restricted Stock may be granted; (iii) determine the option price of shares subject to each Option, which price with respect to ISOs shall not be less than the minimum specified in
paragraph 6, and the purchase price of Restricted Stock; (iv) determine whether each Option granted shall be an ISO or a Non-Qualified Option; (v) determine (subject to paragraph 7) the time or times when each Option shall become
exercisable and the duration of the exercise period; (vi) determine whether restrictions such as repurchase options are to be imposed on shares subject to Options and to Restricted Stock, and the nature of such restrictions, if any; and
(vii) interpret the Plan and prescribe and rescind rules and regulations relating to it. If the Committee determines to issue a Non-Qualified Option, it shall take whatever actions it deems necessary, under Section 422 of the Code and the
regulations promulgated thereunder, to ensure that such Option is not treated as an ISO. The interpretation and construction by the Committee of any provisions of the Plan or of any Option or authorization or 








 
agreement for Restricted Stock granted under it shall be final unless otherwise determined by the Board. The Committee may from time to time adopt such rules
and regulations for carrying out the Plan as it may deem best. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option or Restricted Stock granted under it.

 (b) The Committee may select one of its members as its chairman, and shall hold meetings at such time and places as it may determine. Acts
by a majority of the Committee, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. All references in the Plan to the Committee shall mean the Board if there is no
Committee so appointed. From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause), and appoint new members in substitution therefor, fill vacancies however
caused, or remove all members of the Committee and thereafter directly administer the Plan. 
 3. Eligible Employees and Others. ISOs
may be granted to any officer or other employee of the Company or any Related Corporation. Those directors of the Company who are not employees may not be granted ISOs under the Plan. Non-Qualified Options and Restricted Stock may be granted to any
director (whether or not an employee), officer, employee or consultant of the Company or any Related Corporation. The Committee may take into consideration an optionee’s individual circumstances in determining whether to grant an ISO or a
Non-Qualified Option or Restricted Stock. Granting of any Option or Restricted Stock to any individual or entity shall neither entitle that individual or entity to, nor disqualify him from, participation in any other grant of Options or Restricted
Stock. 
 4. Stock. 
 (a)
The stock subject to Options and Restricted Stock shall be authorized but unissued shares of Common Stock of the Company, $.00001 par value per share (the “Common Stock”), or shares of Common Stock re-acquired by the Company in any manner.
The maximum number of shares which may be issued pursuant to the Plan is 3,000,000 shares, subject to adjustment as provided in paragraph 13. Any such shares may be issued as ISOs, Non-Qualified Options or Restricted Stock so long as the aggregate
number of shares so issued does not exceed such number, as adjusted. 
 (b) The maximum number of shares that may be issued pursuant to the
Plan shall be increased in each of the first five (5) anniversaries of the date on which the Plan is adopted by the Company’s board of directors by an amount, if any, equal to the lesser of (i) 600,000 shares of Common Stock and
(ii) an amount determined by the Board. 
 (c) The provisions of subparagraphs 4(a) and 4(b) notwithstanding, the maximum number of
shares that may be issued pursuant to the Plan shall in any event not exceed six million (6,000,000), except that the maximum shall be adjusted as provided in paragraph 13. 
 (d) In no event may an y Plan participant be granted Options and Restricted Stock with respect to a total of more than 750,000 shares of the
Company’s stock in any calendar year. If any Option granted under the Plan shall expire or terminate for any reason 

  

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without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, or if any Restricted Stock shall be reacquired by
the Company by exercise of its repurchase option, or if any shares are tendered or withheld for tax withholding obligations, the shares subject to such expired or terminated option, the shares tendered or withheld for tax withholding obligations,
and any reacquired shares of Restricted Stock shall again be available for grants of Options or Restricted Stock under the Plan. 
 5.
Grants Under the Plan. Options or Restricted Stock may be granted under the Plan at any time on or after August 29, 2007 and prior to August 29, 2017. Any such grants of ISOs shall be subject to the receipt, within 12 months of
August 29, 2007, of the approval of Stockholders as provided in paragraph 17. The date of grant of an Option under the Plan will be the date specified by the Committee at the time it awards the Option; provided, however, that such date shall
not be prior to the date of award. 
 6. Minimum Option Price. 
 (a) The price per share specified in the agreement relating to each ISO granted under the Plan shall not be less than the fair market value per share of
Common Stock on the date of such grant. In the case of an ISO to be granted to an employee owning stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or any Related Corporation, the price
per share specified in the agreement relating to such ISO shall not be less than 110 percent of the fair market value of Common Stock on the date of grant. 
 (b) In no event shall the aggregate fair market value (determined at the time the option is granted) of Common Stock for which ISOs granted to any employee are exercisable for the first time by such employee during
any calendar year (under all stock option plans of the Company and any Related Corporation) exceed $100,000. 
 (c) If, at the time an Option
is granted under the Plan, the Company’s Common Stock is publicly traded, “fair market value” shall be determined as of the last business day for which the prices or quotes discussed in this sentence are available prior to the date
such Option is granted and shall mean (i) the average (on that date) of the high and low prices of the Common Stock on the principal national securities exchange on which the Common Stock is traded, if such stock is then traded on a national
securities exchange; or (ii) the last reported sale price (on that date) of the Common Stock on the Nasdaq National Market System, if the Common Stock is not then traded on a national securities exchange; or (iii) the closing bid price (or
average of bid prices) last quoted (on that date) by an established quotation service for over-the-counter securities, if the Common Stock is not reported on the Nasdaq National Market System or on a national securities exchange. However, if the
Common Stock is not publicly traded at the time an Option is granted under the Plan, “fair market value” shall be deemed to be the fair value of the Common Stock as determined by the Committee after taking into consideration all factors
which it deems appropriate, including, without limitation, recent sale and offer prices of the Common Stock in private transactions negotiated at arms’ length. 
 7. Option Duration. Subject to earlier termination as provided in paragraphs 9 and 10, each Option shall expire on the date specified by the Committee, but not more than ten years from the date of grant or, in
the case of ISOs granted to an employee 
  

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owning stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or any Related Corporation, not more
than five years from date of grant. Subject to earlier termination as provided in paragraphs 9 and 10, the term of each ISO shall be the term set forth in the original instrument granting such ISO. 
 8. Exercise of Option. Subject to the provisions of paragraphs 9 through 12, each Option granted under the Plan shall be exercisable as follows:

 (a) The Option shall either be fully exercisable on the date of grant or shall become exercisable thereafter in such installments as the
Committee may specify. 
 (b) Once an installment becomes exercisable it shall remain exercisable until expiration or termination of the
Option, unless otherwise specified by the Committee. 
 (c) Each Option or installment may be exercised at any time or from time to time, in
whole or in part, for up to the total number of shares with respect to which it is then exercisable. 
 (d) The Committee shall have the
right to accelerate the date of exercise of any installment; provided that the Committee shall not accelerate the exercise date of any installment of any Option granted to any employee as an ISO if such acceleration would violate the annual vesting
limitation contained in Section 422(d) of the Code which provides generally that the aggregate fair market value (determined at the time the option is granted) of the stock with respect to which ISOs granted to any employee are exercisable for
the first time by such employee during any calendar year (under all plans of the Company and any Related Corporation) shall not exceed $100,000. 
 9. Termination of Employment. If an ISO optionee ceases to be employed by the Company or any Related Corporation other than by reason of death or disability as provided in paragraph 10, no further installments of his ISOs shall
become exercisable, and his ISOs shall terminate after the passage of 60 days from the date of termination of his employment, but in no 
 event later than on
their specified expiration dates. Leave of absence with the written approval of the Committee shall not be considered an interruption of employment under the Plan, provided that such written approval contractually obligates the Company or any
Related Corporation to continue the employment of the employee after the approved period of absence. Employment shall also be considered as continuing uninterrupted during any other bona fide leave of absence (such as those attributable to illness,
military obligations or governmental service) provided that the period of such leave does not exceed 90 days or, if longer, any period during which such optionee’s right to reemployment is guaranteed by statute. Nothing in the Plan shall be
deemed to give any grantee of any Option or Restricted Stock the right to be retained in employment or other service by the Company or any Related Corporation for any period of time. ISOs granted under the Plan shall not be affected by any change of
employment within or among the Company and Related Corporations, so long as the optionee continues to be an employee of the Company or any Related Corporation. In granting any Non-Qualified Option, the Committee may specify that such Non-Qualified
Option shall be subject to the restrictions set forth herein with respect to ISOs, or to such other termination or cancellation provisions as the Committee may determine. 
  


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 10. Death; Disability; Dissolution. If an optionee ceases to be employed by the Company and all
Related Corporations by reason of his death, any Option of his may be exercised, to the extent of the number of shares with respect to which he could have exercised it on the date of his death, by his estate, personal representative or beneficiary
who has acquired the Option by will or by the laws of descent and distribution, at any time prior to the earlier of the Option’s specified expiration date or 180 days from the date of the optionee’s death. If an optionee ceases to be
employed by the Company and all Related Corporations by reason of his disability, he shall have the right to exercise any Option held by him on the date of termination of employment, to the extent of the number of shares with respect to which he
could have exercised it on that date, at any time prior to the earlier of the Option’s specified expiration date or 180 days from the date of the termination of the optionee’s employment. For the purposes of the Plan, the term
“disability” shall have the meaning assigned to it in Section 22(e)(3) of the Code or any successor statute. In the case of a partnership, corporation or other entity holding a Non-Qualified Option, if such entity is dissolved,
liquidated, becomes insolvent or enters into a merger or acquisition with respect to which such optionee is not the surviving entity, such Option shall terminate immediately. 
 11. Assignability. No Option shall be assignable or transferable by the optionee except by will or by the laws of descent and distribution, and
during the lifetime of the Optionee each Option shall be exercisable only by him. 
 12. Terms and Conditions of Options. Options
shall be evidenced by instruments (which need not be identical) in such forms as the Committee may from time to time approve (“Option Agreement(s)”). Such instruments shall conform to the terms and conditions set forth in paragraphs 6
through 11 hereof and may contain such other provisions as the Committee deems advisable which are not inconsistent with the Plan, including transfer and repurchase restrictions applicable to shares of Common Stock issuable upon exercise of Options.
Without limiting the generality of the preceding provisions of this paragraph 12, the ISO and Non-Qualified Option approved by the Company’s board of directors on the date of adoption of this Plan are approved for use under this Plan. The
Committee may from time to time confer authority and responsibility on one or more of its own members and/or one or more officers of the Company to execute and deliver such instruments. The proper officers of the Company are authorized and directed
to take any and all action necessary or advisable from time to time to carry out the terms of such instruments. 
 13. Adjustments.
Upon the happening of any of the following described events, an optionee’s rights with respect to Options granted to him hereunder shall be adjusted as hereinafter provided: 
 (a) Subject to any contrary provision contained in any instrument evidencing an Option, in the event shares of Common Stock shall be sub-divided or
combined into a greater or smaller number of shares or if, upon a merger, consolidation, reorganization, split-up, liquidation, combination, recapitalization or the like of the Company, the shares of Common Stock shall be 
 exchanged for other securities of the Company or of another corporation, each optionee shall be entitled, subject to the conditions herein stated, to purchase such number
of shares of common stock or amount of other securities of the Company or such other 
  

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corporation as were exchangeable for the number of shares of Common Stock which such optionee would have been entitled to purchase except for such action,
and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination, or exchange. 
 (b) In
the event the Company shall issue any of its shares as a stock dividend upon or with respect to the shares of stock of the class which shall at the time be subject to option hereunder, each optionee upon exercising an Option shall be entitled to
receive (for the purchase price paid upon such exercise) the shares as to which he is exercising his Option and, in addition 
 thereto (at no additional
cost), such number of shares of the class or classes in which such stock dividend or dividends were declared or paid, and such amount of cash in lieu of fractional shares, as he would have received if he had been the holder of the shares as to which
he is exercising his Option at all times between the date of grant of such Option and the date of its exercise. 
 (c) Notwithstanding the
foregoing, any adjustments made pursuant to subparagraph (a) or (b) shall be made only after the Committee, after consulting with counsel for the Company, determines whether such adjustments with respect to ISOs will constitute a
“modification” of such ISOs as that term is defined in Section 424 of the Code, or cause any adverse tax consequences for the holders of such ISOs. No adjustments shall be made for dividends paid in cash or in property other than
securities of the Company. 
 (d) No fractional shares shall actually be issued under the Plan. Any fractional shares which, but for this
subparagraph (d), would have been issued to an optionee pursuant to an Option, shall be deemed to have been issued and immediately sold to the Company for their fair market value, and the optionee shall receive from the Company cash in lieu of such
fractional shares. 
 (e) Upon the happening of any of the foregoing events described in subparagraphs (a) or (b) above, the class and
aggregate number of shares set forth in paragraph 4 hereof which are subject to Options which previously have been or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events specified in such
subparagraphs. The Committee shall determine the specific adjustments to be made under this paragraph 13, and subject to paragraph 2, its determination shall be conclusive. 
 14. Means of Exercising Options. An Option (or any part or installment thereof) shall be exercised by giving written notice to the Company at its
principal office address. Such notice shall identify the Option being exercised and specify the number of shares as to which such Option is being exercised, accompanied by full payment of the purchase price therefor either (i) in United States
dollars in cash or by check, or (ii) at the discretion of the Committee, through delivery of shares of Common Stock having fair market value equal as of the date of the exercise to the cash exercise price of the Option, or (iii) at the
discretion of the Committee, by delivery of the optionee’s personal recourse note bearing interest payable not less than annually at no less than 100% of the lowest applicable Federal rate, as defined in Section 1274(d) of the Code, or
(iv) at the discretion of the Committee, by any combination of (i), (ii) and (iii) above. The holder of an Option shall not have the rights of a shareholder with respect to the shares covered by his Option until the date of issuance
of a stock certificate to him for such shares. Except as expressly provided above in paragraph 13 with respect to change in capitalization and stock dividends, no adjustment shall be made for dividends or similar rights for which the record date is
before the date such stock certificates is issued. 
  

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 15. “Lock-Up” Agreement. Upon the request of the Company or the managing underwriter(s)
of any underwritten offering of the Company’s securities, the holder of any Option or the purchaser of any Restricted Stock shall agree in writing that for a period of 180 days from the effective date of the registration statement for such
offering filed with the Securities and Exchange Commission, plus such additional period, not to exceed 18 days, as may be necessary to enable the underwriter(s) to comply with Conduct Rule 2711(f) of the National Association of Securities Dealers,
Inc., the holder or purchaser will not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock owned or controlled by him or her. It shall be a condition to any transfer of Common
Stock acquired pursuant to the Plan, upon exercise of an Option granted under the Plan or otherwise, that the transferee agree to be bound by the foregoing lock-up provision. 
 16. Restricted Stock. Each grant of Restricted Stock under the Plan shall be evidenced by an instrument (a “Restricted Stock Agreement”)
in such form as the Committee shall prescribe from time to time in accordance with the Plan and shall comply with the following terms and conditions, and with such other terms and conditions as the Committee, in its discretion, shall establish:

 (a) The Committee shall determine the number of shares of Common Stock to be issued to an eligible person pursuant to the grant of
Restricted Stock, and the extent, if any, to which they shall be issued in exchange for cash, other consideration, or both. 
 (b) Shares
issued pursuant to a grant of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise disposed of, except by will or the laws of descent and distribution, or as otherwise determined by the Committee in the Restricted Stock
Agreement, for such period as the Committee shall determine, from the date on which the Restricted Stock is granted (the “Restricted Period”). The Company will have the option to repurchase the Common Stock at such price as the Committee
shall have fixed in the Restricted Stock Agreement which option will be exercisable (i) if the participant’s continuous employment or performance of services for the Company and the Related Corporations shall terminate prior to the
expiration of the Restricted Period, (ii) if, on or prior to the expiration of the Restricted Period or the earlier lapse of such repurchase option, the participant has not paid to the Company an amount equal to any federal, state, local or
foreign income or other taxes which the Company determines is required to be withheld in respect of such Restricted Stock, or (iii) under such other circumstances as determined by the Committee in its discretion. Such repurchase option shall be
exercisable on such terms, in such manner and during such period as shall be determined by the Committee in the Restricted Stock Agreement. Each certificate for shares issued as Restricted Stock shall bear an appropriate legend referring to the
foregoing repurchase option and other restrictions; shall be deposited by the stockholder with the Company, together with a stock power endorsed in blank; or shall be evidenced in such other manner permitted by applicable law as determined by the
Committee in its discretion. Any attempt to dispose of any such shares in contravention of the foregoing repurchase option and other restrictions shall be null and void and without effect. If shares issued as Restricted Stock shall be repurchased
pursuant to the 
  

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 repurchase option described above, the stockholder, or in the event of his death, his estate, personal representative, or
beneficiary who has acquired the Restricted Stock by will or by the laws of descent and distribution, shall forthwith deliver to the Secretary of the Company the certificates for the shares, accompanied by such instrument of transfer, if any, as may
reasonably be required by the Secretary of the Company. If the repurchase option described above is not exercised by the Company, such repurchase option and the restrictions imposed pursuant to the first sentence of this subparagraph (b) shall
terminate and be of no further force and effect. 
 (c) If a person who has been in continuous employment or performance of services for the
Company or a Related Corporation since the date on which Restricted Stock was granted to him shall, while in such employment or performance of services, die, or terminate such employment or performance of services by reason of disability or by
reason of early, normal or deferred retirement under an approved retirement program of the Company or a Related Corporation (or such other plan or arrangement as may be approved by the Committee in its discretion, for this purpose) and any of such
events shall occur after the date on which the Restricted Stock was granted to him and prior to the end of the Restricted Period, the Committee may determine to cancel the repurchase option (and any and all other restrictions) on any or all of the
shares of Restricted Stock; and the repurchase option shall become exercisable at such time as to the remaining shares, if any. 
 17.
Term and Amendment of Plan. This Plan was adopted by the Board on August 29, 2007. The Plan shall expire on August 29, 2017 (except as to Options and Restricted Stock outstanding on that date). Subject to the provisions of paragraph 5
above, Options and Restricted Stock may be granted under the Plan by the Committee, prior to the date of stockholder approval of the Plan. The Board may terminate or amend the Plan in any respect at any time, except that, any amendment that
(a) increases the total number of shares that may be issued under the Plan (except by adjustment pursuant to paragraph 13), (b) changes the class of persons eligible to participate in the Plan, or (c) materially increases the benefits
to participants under the Plan, shall be subject to approval by stockholders obtained within 12 months before or after the Board adopts a resolution authorizing any of the foregoing amendments, and shall be null and void if such approval is not
obtained. Except as provided in the fourth sentence of this paragraph 17, in no event may action of the Board or stockholders alter or impair the rights of an optionee or purchaser of Restricted Stock without his consent, under any Option or
Restricted Stock previously granted to him. 
 18. Application of Funds. The proceeds received by the Company from the sale of shares
pursuant to Options and Restricted Stock authorized under the Plan shall be used for general corporate purposes. 
 19. Governmental
Regulation. The Company’s obligation to sell and deliver shares of the Common Stock under this Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares.

 20. Withholding of Additional Income Taxes. The Company, in accordance with the Code, may, upon exercise of a Non-Qualified Option
or the purchase of Common Stock for less than its fair market value or the lapse of restrictions on Restricted Stock or the making of a Disqualifying Disposition (as defined in paragraph 21) require the employee to pay additional withholding taxes
in respect of the amount that is considered compensation includable in such person’s gross income. 
  

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 21. Notice to Company of Disqualifying Disposition. Each employee who receives ISOs shall agree to
notify the Company in writing immediately after the employee makes a disqualifying disposition of any Common Stock received pursuant to the exercise of an ISO (a “Disqualifying Disposition”). Disqualifying Disposition means any disposition
(including any sale) of such stock before the later of (a) two years after the employee was granted the ISO under which he acquired such stock, or (b) one year after the employee acquired such stock by exercising such ISO. If the employee
has died before such stock is sold, these holding period requirements do not apply and no Disqualifying Disposition will thereafter occur. 
 22. Governing Laws; Construction. The validity and construction of the Plan and the instruments evidencing Options and Restricted Stock shall be governed by the laws of the Commonwealth of Massachusetts. In construing this Plan, the
singular shall include the plural and the masculine gender shall include the feminine and neuter, unless the context otherwise requires. 
  

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