Form of Stock Option Agreement



 Exhibit 10.1 
  

  

			
	 	 	Mercury Computer Systems, Inc.
	Notice of Grant of Stock Options	 	ID: [            ]
	and Option Agreement	 	199 Riverneck Road
		 	Chelmsford, MA 01824

  

  

			
	[Name]	 	Option Number: [            ]
	[Address]	 	Plan: 2005 Stock Incentive Plan
		 	ID: [            ]

 Effective [            ], you have been
granted a[n] [Incentive] Stock Option to buy [            ] shares of Mercury Computer Systems, Inc. (the “Company”) common stock at
[            ] per share. 
 The total option price of the option granted is
[            ]. 
 The option will vest in accordance with the provisions of
Appendix A attached hereto. 
  

 By
your signature and the Company’s signature below, you and the Company agree that this option is granted under and governed by the terms and conditions of the Company’s 2005 Stock Incentive Plan, as amended from time to time, and the Option
Agreement and Appendix A, all of which are attached and made a part of this document. 
  

  


			
	Mercury Computer Systems, Inc.	 	Date

  


			
	[Name]	 	Date

  


					
	Stock Option Agreement - Employees	  		  	









 FORM OF OPTION AGREEMENT 
 Terms and Conditions 
 1. Term. 
 This Stock Option shall terminate and no portion will be exercisable on the earliest of the following: (i) the expiration date; (ii) 90 days
after the Optionee ceases to be an employee of the Company or one of its subsidiaries for any reason other than as specified in clauses (iii) – (vi) below; (iii) the date the Optionee ceases to be an employee of the Company or
one of its subsidiaries if such termination of employment is because of dismissal for cause or because the Optionee is in breach of any employment agreement; (iv) 12 months from the date the Optionee ceases to be an employee if such termination
of employment is because the Optionee has become permanently disabled (within the meaning of Section 22(e)(3) of the Code); (v) 12 months from the date of death in the event of the death of the Optionee; or (vi) five years after the
Optionee ceases to be an employee of the Company or one of its subsidiaries if such termination of employment is because of the Optionee’s retirement on or after attaining the minimum age, completing the minimum number of years of service and
satisfying all other conditions specified for retirement status under the Company’s Retirement Policy Statement. This Stock Option shall be exercisable in accordance with the preceding sentence after the Optionee’s death or after the
Optionee otherwise ceases to be an employee of the Company or one of its subsidiaries only to the extent it was vested and exercisable immediately prior to the Optionee’s death or cessation or termination of employment. 
 If the Optionee, either on the date of grant of this Stock Option or subsequent thereto, is or becomes a director, and thereafter ceases to be an
employee while remaining a non-employee director, such change in status shall not be a termination of employment for purposes of clauses (ii) or (vi) of the preceding paragraph until the Optionee’s service as a director shall have
ceased. 
 2. Manner of Exercise. 
 (a) From time to time on or prior to the expiration of this Stock Option, the Optionee may give written notice to the Company of his election to purchase some or all of the shares of Mercury Computer Systems, Inc.
(“Stock”) purchasable at the time of such notice. This notice shall specify the number of shares of Stock to be purchased. 
 Payment of the purchase price for the shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Company; (ii) through the delivery of shares of Stock
that have been purchased by the Optionee on the open market or that have been beneficially owned by the Optionee for at least six months; (iii) a combination of (i) and (ii); or (iv) by the Optionee delivering to the Company a
properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee
chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment
procedure. Payment instruments will be received subject to collection. 
 (b) Certificates for shares of Stock purchased upon
exercise of this Stock Option shall be issued and delivered to the Optionee upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such issuance and with the requirements
hereof and of the Plan. The determination of the Company as to such compliance shall 

  


					
	Stock Option Agreement - Employees	  		  	









 
be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any
shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s name shall have
been entered as the shareholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. 
 (c) The minimum number of shares of Stock with respect to which this Stock Option may be exercised at any one time shall be 50 shares,
unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. 
 3. Restrictions. This Stock Option may be cancelled, rescinded, suspended, withheld or otherwise limited or restricted by the Administrator at any
time, and any gain realized or payment received as a result of the exercise of this Stock Option may be subject to recapture by the Company if the Optionee engages in any Detrimental Activity prior to or during the six months following any exercise,
payment or delivery pursuant to this Stock Option. 
 4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this
Stock Option shall be subject to and governed by all the terms and conditions of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein. 
 5. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable only by the Optionee’s legal representative or legatee. All references herein to the Optionee shall be read to include the Optionee’s
representative or legatee. 
  


					
	Stock Option Agreement - Employees	  		  	









 APPENDIX A 
  



					
	Stock Option Agreement - Employees