Notice of Stock Option Grant - Synaptics Inc. and Russ Knittel
SYNAPTICS INCORPORATED
1996 STOCK OPTION PLAN
NOTICE OF STOCK OPTION GRANT
Russ Knittel
1420 Kring Way
Los Altos, CA 94024
You have been granted an option to purchase Common Stock ("Common
Stock") of Synaptics Incorporated (the "Company") as follows:
Board Approval Date: ((Board Approval Date))
Date of Grant (Later of Board ((Grant Date))
Approval Date or
Commencement of
Employment/Consulting):
Vesting Commencement Date: ((Vesting Commence Date))
Exercise Price Per Share: $((Exercise Price))
Total Number of Shares Granted: ((No of Shares))
Total Exercise Price: $((Total Exercise Price))
Type of Option: ((ISO)) Incentive Stock Option
((NSO)) Nonstatutory Stock Option
Term/Expiration Date: ((ExpirDate))
Vesting Schedule: This Option may be exercised, in
whole or in part, in accordance
with Sock Option Agreement, the
following schedule, and the
Acceleration of Vesting Schedule
below: 25% of the Total Number
of Shares Granted shall vest
twelve months from the Vesting
Commencement Date and 1/48th of
the Total Number of Shares
Granted shall vest each month
thereafter.
Acceleration of Vesting Schedule: In the event Optionee's
employment or consulting
relationship with the Company is
terminated without Cause (as
defined below) within twelve
(12) months following a Change
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of Control (as defined below),
or Optionee terminates his
employment or consulting
relationship with the Company as
a result of a Constructive
Termination (as defined below)
within twelve (12) months
following a Change of Control,
100% of the Shares subject to
the Option which have not
already vested as of such date
of termination shall vest and
become exercisable.
Notwithstanding the foregoing,
in no event shall Optionee be
entitled to exercise a number of
shares under this Option in
excess of the Total Number of
Shares Granted set forth above.
Definitions:
For purposes of this Agreement, "Change of Control" means a sale
of all or substantially all of the Company's assets, or any merger or
consolidation of the Company with or into another corporation other than
a merger or consolidation in which the holders of more than 50% of the
shares of capital stock of the Company outstanding immediately prior to
such transaction continue to hold (either by the voting securities
remaining outstanding or by their being converted into voting securities
of the surviving entity) more than 50% of the total voting power
represented by the voting securities of the Company, or such surviving
entity, outstanding immediately after such transaction.
For purposes of this Agreement, "Cause" for Optionee's
termination of employment or consulting relationship will exist at any
time after the happening of one or more of the following events: (i)
Optionee's willful misconduct or gross negligence in performance of his
duties hereunder, including Optionee's refusal to comply in any material
respect with the legal directives of the Company's Board of Directors so
long as such directives are not inconsistent with the Optionee's
position and duties, and such refusal to comply is not remedied within
ten (10) working days after written notice from the Board of Directors,
which written notice shall state that failure to remedy such conduct may
result in termination for Cause; (ii) Dishonest or fraudulent conduct, a
deliberate attempt to do an injury to the Company, or conduct that
materially discredits the Company or is materially detrimental to the
reputation of the Company, including conviction of a felony; or (iii)
Optionee's incurable material breach of any element of the Company's
Confidential Information and Invention Assignment Agreement, including
without limitation, Optionee's theft or other misappropriation of the
Company's proprietary information.
For purposes of this Agreement, "Constructive Termination" shall
be deemed to occur if (i) there is a material adverse change in
Optionee's position causing such position to be of materially reduced
stature or responsibility, (ii) a reduction of Optionee's base
compensation unless in connection with similar decreases of other
similarly situated employees of the Company, or (iii) Optionee's refusal
to relocate to a facility or location more than fifty (50) miles from
the Company's current location; and
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within the ninety (90) day period immediately following such material
change or reduction Optionee elects to terminate his employment or
consulting relationship voluntarily.
Termination Period: This Option may be exercised for 90 days after
termination of employment or consulting
relationship except as set out in Sections 6 and
7 of the Stock Option Agreement (but in no event
later than the Expiration Date).
By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the 1996 Stock Option Plan and the Stock Option
Agreement, both of which are attached and made a part of this document.
RUSS KNITTEL: SYNAPTICS INCORPORATED:
_____________________________________ By: ______________________________
Signature
_____________________________________ __________________________________
Print Name Print Name and Title
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SYNAPTICS INCORPORATED
1996 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
1. GRANT OF OPTION. Synaptics Incorporated, a California corporation
(the "Company"), hereby grants to Russ Knittel ("Optionee") an option (the
"Option") to purchase a total number of shares of Common Stock (the "Shares")
set forth in the Notice of Stock Option Grant, at the exercise price per share
set forth in the Notice of Stock Option Grant (the "Exercise Price") subject to
the terms, definitions and provisions of the Synaptics Incorporated 1996 Stock
Option Plan (the "Plan") adopted by the Company, which is incorporated herein by
reference. Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option.
If designated an Incentive Stock Option, this Option is intended to
qualify as an Incentive Stock Option as defined in Section 422 of the Code.
2. EXERCISE OF OPTION. This Option shall be exercisable during its Term
in accordance with the Vesting Schedule set out in the Notice of Stock Option
Grant and with the provisions of Section 9 of the Plan as follows:
(a) RIGHT TO EXERCISE.
(i) This Option may be exercised in whole or in part
at any time after the Date of Grant as to Shares which have not yet vested under
the vesting schedule indicated on the Notice of Stock Option Grant and in
accordance with the following schedule: Up to "No of Shares" Shares may be
exercised as of the Date of Grant, and commencing on "Vesting Commence Date",
1/48 of the total number of Shares granted may be exercised on such date and on
each monthly anniversary thereafter (which numbers shall include, in each case
above, all Shares which have vested as of such dates); provided, however, that
Optionee shall execute as a condition to the exercise of this Option for any
unvested Shares, the Early Exercise Notice and Restricted Stock Purchase
Agreement attached hereto as Exhibit A (the "Early Exercise Agreement") for any
Shares that have not vested under the vesting schedule indicated on the Notice
of Stock Option Grant. If Optionee chooses to exercise this Option solely as to
Shares which have vested under the vesting schedule indicated on the Notice of
Stock Option Grant, Optionee shall complete and execute the form of Exercise
Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit B (the
"Exercise Agreement"). Notwithstanding the foregoing, the Company may in its
discretion prescribe or accept a different form of notice of exercise and/or
stock purchase agreement if such forms are otherwise consistent with this
Agreement, the Plan and then-applicable law.
(ii) This Option may not be exercised for a fraction
of a share.
(iii) In the event of Optionee's death, disability or
other termination of employment or consulting relationship, the exercisability
of the Option is governed by Sections 5, 6 and 7 below, subject to the
limitation contained in Section 2(a)(iv) below.
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(iv) In no event may this Option be exercised after
the Expiration Date of this Option as set forth in the Notice of Stock Option
Grant.
(b) METHOD OF EXERCISE. This Option shall be exercisable by
execution and delivery of the Early Exercise Agreement or the Exercise
Agreement, whichever is applicable, or of any other written notice approved for
such purpose by the Company which shall state optionee's election to exercise
the Option, the number of Shares in respect of which the Option is being
exercised, and such other representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may be required
by the Company pursuant to the provisions of the Plan. Such written notice shall
be signed by Optionee and shall be delivered in person or by certified mail to
the Secretary of the Company. The written notice shall be accompanied by payment
of the Exercise price. This Option shall be deemed to be exercised upon receipt
by the Company of such written notice accompanied by the Exercise Price.
No Shares will be issued pursuant to the exercise of an Option unless
such issuance and such exercise shall comply with all relevant provisions of
applicable law, including the requirements of any stock exchange upon which the
Shares may then be listed. Assuming such compliance, for income tax purposes the
Shares shall be considered transferred to Optionee on the date on which the
Option is exercised with respect to such Shares.
3. METHOD OF PAYMENT. Payment of the Exercise Price shall be by any of
the following, or a combination thereof, at the election of Optionee:
(a) cash;
(b) check;
(c) surrender of other shares of Common Stock of the Company
which (i) in the case of Shares acquired pursuant to the exercise of a Company
option, have been owned by Optionee for more than 6 months on the date of
surrender, and (ii) have a Fair Market Value on the date of surrender equal to
the Exercise Price of the Shares as to which the Option is being exercised;
(d) if there is a public market for the Shares and they are
registered under the Exchange Act, delivery of a properly executed exercise
notice together with irrevocable instructions to a broker to deliver promptly to
the Company the amount of sale or loan proceeds required to pay the Exercise
Price; or
(e) a promissory note in the form attached to this Agreement
as Exhibit C, or in any other form approved by the Company.
4. RESTRICTIONS ON EXERCISE. This Option may not be exercised until such
time as the Plan has been approved by the shareholders of the Company, or if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal Regulations as promulgated by the
Federal Reserve Board. As a condition to the exercise of this Option, the
Company may
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require Optionee to make any representation and warranty to the Company as may
be required by any applicable law or regulation.
5. TERMINATION OF RELATIONSHIP. In the event of termination of
Optionee's Continuous Status as an Employee or Consultant, Optionee may, to the
extent otherwise so entitled at the date of such termination (the "Termination
Date"), exercise this Option during the Termination Period set forth in the
Notice of Stock Option Grant. To the extent that Optionee was not entitled to
exercise this Option at such Termination Date, or if Optionee does not exercise
this Option within the Termination Period, the Option shall terminate.
6. DISABILITY OF OPTIONEE.
(a) Notwithstanding the provisions of Section 5 above, in the
event of termination of Optionee's Continuous Status as an Employee or
Consultant as a result of his or her total and permanent disability (as defined
in Section 22(e)(3) of the Code), Optionee may, but only within twelve months
from the Termination Date (but in no event later than the Expiration Date set
forth in the Notice of Stock Option Grant and in Section 9 below), exercise this
Option to the extent he or she was entitled to exercise it at such Termination
Date. To the extent that Optionee was not entitled to exercise the Option on the
Termination Date, or if Optionee does not exercise such Option to the extent so
entitled within the time specified in this Section 6(a), the Option shall
terminate.
(b) Notwithstanding the provisions of Section 5 above, in the
event of termination of Optionee's consulting relationship or Continuous Status
as an Employee as a result of a disability not constituting a total and
permanent disability (as set forth in Section 22(e)(3) of the Code), Optionee
may, but only within six months from the Termination Date (but in no event later
than the Expiration Date set forth in the Notice of Stock Option Grant and in
Section 9 below), exercise the Option to the extent Optionee was entitled to
exercise it as of such Termination Date; provided, however, that if this is an
Incentive Stock Option and Optionee fails to exercise this Incentive Stock
Option within three months from the Termination Date, this Option will cease to
qualify as an Incentive Stock Option (as defined in Section 422 of the Code) and
Optionee will be treated for federal income tax purposes as having received
ordinary income at the time of such exercise in an amount generally measured by
the difference between the Exercise Price for the Shares and the Fair Market
Value of the Shares on the date of exercise. To the extent that Optionee was not
entitled to exercise the Option at the Termination Date, or if Optionee does not
exercise such Option to the extent so entitled within the time specified in this
Section 6(b), the Option shall terminate.
7. DEATH OF OPTIONEE. In the event of the death of Optionee (a) during
the Term of this Option and while an Employee or Consultant of the Company and
having been in Continuous Status as an Employee or Consultant since the date of
grant of the Option, or (b) within 30 days after Optionee's Termination Date,
the Option may be exercised at any time within six months following the date of
death (but in no event later than the Expiration Date set forth in the Notice of
Stock Option Grant and in Section 9 below), by Optionee's estate or by a person
who acquired the right to exercise the Option by bequest or inheritance, but
only to the extent of the right to exercise that had accrued at the Termination
Date.
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8. NON-TRANSFERABILITY OF OPTION. 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 Optionee only by him or her. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of Optionee.
9. TERM OF OPTION. This Option may be exercised only within the Term set
forth in the Notice of Stock Option Grant, subject to the limitations set forth
in Section 7 of the Plan.
10. TAX CONSEQUENCES. Set forth below is a brief summary as of the date
of this Option of certain of the federal and California tax consequences of
exercise of this Option and disposition of the Shares under the laws in effect
as of the Date of Grant. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX
LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
(a) INCENTIVE STOCK OPTION.
(i) TAX TREATMENT UPON EXERCISE AND SALE OF SHARES.
If this Option qualifies as an Incentive Stock Option, there will be no regular
federal income tax liability upon the exercise of the Option, although the
excess, if any, of the fair market value of the Shares on the date of exercise
over the Exercise Price will be treated as an adjustment to the alternative
minimum tax for federal tax purposes and may subject Optionee to the alternative
minimum tax in the year of exercise. If Shares issued upon exercise of an
Incentive Stock Option are held for at least one year after exercise and are
disposed of at least two years after the Option grant date, any gain realized on
disposition of the Shares will also be treated as long-term capital gain for
federal income tax purposes. If Shares issued upon exercise of an Incentive
Stock Option are disposed of within such one-year period or within two years
after the Option grant date, any gain realized on such disposition will be
treated as compensation income (taxable at ordinary income rates) to the extent
of the difference between the Exercise Price and the lesser of (i) the fair
market value of the Shares on the date of exercise, or (ii) the sale price of
the Shares.
(ii) NOTICE OF DISQUALIFYING DISPOSITIONS. With
respect to any Shares issued upon exercise of an Incentive Stock Option, if
Optionee sells or otherwise disposes of such Shares on or before the later of
(i) the date two years after the Option grant date, or (ii) the date one year
after the date of exercise, Optionee shall immediately notify the Company in
writing of such disposition. Optionee acknowledges and agrees that he or she may
be subject to income tax withholding by the Company on the compensation income
recognized by Optionee from the early disposition by payment in cash or out of
the current earnings paid to Optionee.
(b) NONSTATUTORY STOCK OPTION. If this Option does not qualify
as an Incentive Stock Option, there may be a regular federal (and state) income
tax liability upon the exercise of the Option. Optionee will be treated as
having received compensation income (taxable at ordinary income tax rates) equal
to the excess, if any, of the fair market value of the Shares on the date of
exercise over the Exercise Price. If Optionee is an Employee, the Company will
be required to withhold from Optionee's compensation or collect from Optionee
and pay to the applicable taxing authorities an amount equal to a percentage of
this compensation income at the time of exercise. If Shares issued upon exercise
of a Nonstatutory Stock Option are held for
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at least one year, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes.
11. WITHHOLDING TAX OBLIGATIONS. Optionee understands that, upon
exercising a Nonstatutory Stock Option, he or she will recognize income for tax
purposes in an amount equal to the excess of the then Fair Market Value of the
Shares over the Exercise Price. However, the timing of this income recognition
may be deferred for up to six months if Optionee is subject to Section 16 of the
Exchange Act. If Optionee is an employee, the Company will be required to
withhold from Optionee's compensation, or collect from Optionee and pay to the
applicable taxing authorities an amount equal to a percentage of this
compensation income. Additionally, Optionee may at some point be required to
satisfy tax withholding Obligations with respect to the disqualifying
disposition of an Incentive Stock Option. Optionee shall satisfy his or her tax
withholding obligation arising upon the exercise of this Option by one or some
combination of the following methods: (a) by cash payment, (b) out of Optionee's
current compensation, (c) if permitted by the Administrator, in its discretion,
by surrendering to the Company Shares which (i) in the case of Shares previously
acquired from the Company, have been owned by Optionee for more than six months
on the date of surrender, and (ii) have a Fair Market Value on the date of
surrender equal to the minimum statutory amount required to be withheld, or (d)
by electing to have the Company withhold from the Shares to be issued upon
exercise of the Option that number of Shares having a Fair Market Value equal to
the minimum statutory amount required to be withheld. For this purpose, the Fair
Market Value of the Shares to be withheld shall be determined on the date that
the amount of tax to be withheld is to be determined (the "Tax Date").
If Optionee is subject to Section 16 of the Exchange Act (an "Insider"),
any surrender of previously owned Shares to satisfy tax withholding obligations
arising upon exercise of this Option must comply with the applicable provisions
of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3").
All elections by Optionee to have Shares withheld to satisfy tax
withholding obligations shall be made in writing in a form acceptable to the
Administrator and shall be subject to the following restrictions:
(a) the election must be made on or prior to the applicable
Tax Date;
(b) once made, the election shall be irrevocable as to the
particular Shares of the Option as to which the election is made; and
(c) all elections shall be subject to the consent or
disapproval of the Administrator.
12. MARKET STANDOFF AGREEMENT. In connection with the initial public
offering of the Company's securities and upon request of the Company or the
underwriters managing such underwritten offering of the Company's securities,
Optionee agrees not to sell, make any short sale of, loan, grant any option for
the purchase of, or otherwise dispose of any securities of the Company (other
than those included in the registration) without the prior written consent of
the Company or such underwriters, as the case may be, for such period of time
(not to exceed 180
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days) from the effective date of such registration as may be requested by the
Company or such managing underwriters and to execute an agreement reflecting the
foregoing as may be requested by the underwriters at the time of the Company's
initial public offering.
[Signature Page Follows]
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This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
document.
SYNAPTICS INCORPORATED
By: _______________________________________
Name: _____________________________________
(print)
Title: ____________________________________
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE
WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S STOCK OPTION PLAN WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL
IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT
CAUSE.
Optionee acknowledges receipt of a copy of the Plan and represents that
he or she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions thereof. Optionee has
reviewed the Plan and this Option in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option. Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this Option.
Dated: ___________________________ _____________________________
Russ Knittel
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