Attached files
Exhibit
10.19
AEHR TEST SYSTEMS
2016 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
NOTICE OF STOCK OPTION GRANT
Unless
otherwise defined herein, the terms defined in the Aehr Test
Systems 2016 Equity Incentive Plan (the “Plan”) will
have the same defined meanings in this Stock Option Agreement
including the Notice of Stock Option Grant (the “Notice of
Grant”), the Terms and Conditions of Stock Option Grant, and
the appendices and exhibits attached thereto (all together, the
“Award Agreement”).
Name
(“Participant”):
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«Name»
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Address:
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«Address»
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The
undersigned Participant has been granted an Option to purchase
Common Stock of Aehr Test Systems (the “Company”),
subject to the terms and conditions of the Plan and this Award
Agreement, as follows:
Date of
Grant
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«GrantDate»
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Vesting
Commencement Date
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«VCD»
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Number
of Shares Granted
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«Shares»
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Exercise Price per
Share
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$«SharePrice»
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Total
Exercise Price
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$«TotalExercisePrice»
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Type of
Option
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[ ]
Incentive Stock Option
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[ ]
Nonstatutory Stock Option
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Term/Expiration
Date
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«Term»
or «ExpirationDate»
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Vesting Schedule:
Subject
to accelerated vesting as set forth below or in the Plan, this
Option will be exercisable, in whole or in part, in accordance with
the following schedule:
[Insert
Vesting Schedule]
Termination
Period:
This
Option will be exercisable for three (3) months after Participant
ceases to be a Service Provider, unless such termination is due to
Participant’s death or Disability, in which case this Option
will be exercisable for twelve (12) months after Participant ceases
to be a Service Provider. Notwithstanding the foregoing sentence,
in no event may this Option be exercised after the Term/Expiration
Date as provided above and may be subject to earlier termination as
provided in Section 15 of the Plan.
Participant
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 Award Agreement subject to all of the terms and
provisions thereof. Participant has reviewed the Plan and this
Award Agreement in their entirety, has had an opportunity to obtain
the advice of counsel
prior to executing this Award Agreement and fully understands all
provisions of this Award Agreement. Participant 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 Award Agreement. Participant further agrees
to notify the Company upon any change in the residence address
indicated below.
PARTICIPANT
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AEHR
TEST SYSTEMS
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Signature
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By
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Print Name
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Print
Name
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Address:
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Title
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AEHR TEST SYSTEMS
2016 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
TERMS AND CONDITIONS OF STOCK OPTION GRANT
1. Grant
of Option. The Company hereby grants to the individual (the
“Participant”) named in the Notice of Stock Option
Grant of this Award Agreement (the “Notice of Grant”)
an option (the “Option”) to purchase the number of
Shares, as set forth in the Notice of Grant, at the exercise price
per Share set forth in the Notice of Grant (the “Exercise
Price”), subject to all of the terms and conditions in this
Award Agreement and the Plan, which is incorporated herein by
reference. Subject to Section 21(c) of the Plan, in the event of a
conflict between the terms and conditions of the Plan and the terms
and conditions of this Award Agreement, the terms and conditions of
the Plan will prevail.
(a) For U.S.
taxpayers, the Option will be designated as either an Incentive
Stock Option (“ISO”) or a Nonstatutory Stock Option
(“NSO”). If designated in the Notice of Grant as an
ISO, this Option is intended to qualify as an ISO under Section 422
of the Internal Revenue Code of 1986, as amended (the
“Code”). However, if this Option is intended to be an
Incentive Stock Option, to the extent that it exceeds the $100,000
rule of Code Section 422(d) it will be treated as an NSO. Further,
if for any reason this Option (or portion thereof) will not qualify
as an ISO, then, to the extent of such nonqualification, such
Option (or portion thereof) shall be regarded as a NSO granted
under the Plan. In no event will the Administrator, the Company or
any Parent or Subsidiary or any of their respective employees or
directors have any liability to Participant (or any other person)
due to the failure of the Option to qualify for any reason as an
ISO.
(b) For
non-U.S. taxpayers, the Option will be designated as an
NSO.
2. Vesting
Schedule. Except as provided in Section 3, the Option awarded by this Award Agreement
will vest in accordance with the vesting provisions set forth in
the Notice of Grant. Shares scheduled to vest on a certain date or
upon the occurrence of a certain condition will not vest in
Participant in accordance with any of the provisions of this Award
Agreement, unless Participant will have been continuously a Service
Provider from the Date of Grant until the date such vesting
occurs.
3. Administrator Discretion. The
Administrator, in its discretion, may accelerate the vesting of the
balance, or some lesser portion of the balance, of the unvested
Option at any time, subject to the terms of the Plan. If so
accelerated, such Option will be considered as having vested as of
the date specified by the Administrator.
4. Exercise
of Option.
(a) Right
to Exercise. This Option may be exercised only within the
term set out in the Notice of Grant, and may be exercised during
such term only in accordance with the Plan and the terms of this
Award Agreement.
(b) Method
of Exercise. This Option is exercisable by delivery of an
exercise notice (the “Exercise Notice”) in the form
attached as Exhibit
A or in a manner and pursuant
to such procedures as the Administrator may determine, which
will state the election to exercise the Option, the number of
Shares in respect of which the Option is being exercised (the
“Exercised Shares”), and such other representations and
agreements as may be required by the Company pursuant to the
provisions of the Plan. The Exercise Notice will be completed by
Participant and delivered to the Company. The Exercise Notice will
be accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares together and of any Tax Obligations (as defined in
Section 6(a)). This Option will be deemed to be exercised upon
receipt by the Company of such fully executed Exercise Notice
accompanied by the aggregate Exercise Price.
5. Method
of Payment. Payment of the aggregate Exercise Price will be
by any of the following, or a combination thereof, at the election
of Participant:
(a) cash;
(b) check;
(c) consideration
received by the Company under a formal cashless exercise program
adopted by the Company in connection with the Plan; or
(d) if
Participant is a U.S. employee, surrender of other Shares which
have a Fair Market Value on the date of surrender equal to the
aggregate Exercise Price of the Exercised Shares, provided that
accepting such Shares, in the sole discretion of the Administrator,
will not result in any adverse accounting consequences to the
Company.
6. Tax
Obligations.
(a) Participant
acknowledges that, regardless of any action taken by the Company
or, if different, Participant’s employer (the
“Employer”), the ultimate liability for any tax and/or
social insurance liability obligations and requirements in
connection with the Option, including, without limitation, (a) all
federal, state, and local taxes (including the Participant’s
Federal Insurance Contributions Act (FICA) obligation) that are
required to be withheld by the Company or the Employer or other
payment of tax-related items related to Participant’s
participation in the Plan and legally applicable to Participant,
(b) the Participant’s and, to the extent required by the
Company (or Employer), the Company’s (or Employer’s)
fringe benefit tax liability, if any, associated with the grant,
vesting, or exercise of the Option or sale of Shares, and
(c) any other Company (or Employer) taxes the responsibility
for which the Participant has, or has agreed to bear, with respect
to the Option (or exercise thereof or issuance of Shares
thereunder) (collectively, the “Tax Obligations”), is
and remains Participant’s responsibility and may exceed the
amount actually withheld by the Company or the Employer.
Participant further acknowledges that the Company and/or the
Employer (i) make no representations or undertakings regarding the
treatment of any Tax Obligations in connection with any aspect of
the Option, including, but not limited to, the grant, vesting or
exercise of the Option, the subsequent sale of Shares acquired
pursuant to such exercise and the receipt of any dividends or other
distributions, and (ii) do not commit to and are under no
obligation to structure the terms of the grant or any aspect of the
Option to reduce or eliminate Participant’s liability for Tax
Obligations or achieve any particular tax result. Further, if
Participant is subject to Tax Obligations in more than one
jurisdiction between the Date of Grant and the date of any relevant
taxable or tax withholding event, as applicable, Participant
acknowledges that the Company and/or the Employer (or former
employer, as applicable) may be required to withhold or account for
Tax Obligations in more than one jurisdiction. If Participant fails
to make satisfactory arrangements for the payment of any required
Tax Obligations hereunder at the time of the applicable taxable
event, Participant acknowledges and agrees that the Company may
refuse to issue or deliver the Shares.
(b) Tax
Withholding. When the Option is exercised, Participant
generally will recognize immediate U.S. taxable income if
Participant is a U.S. taxpayer. If Participant is a non-U.S.
taxpayer, Participant will be subject to applicable taxes in his or
her jurisdiction. Pursuant to such procedures as the Administrator
may specify from time to time, the Company and/or Employer shall
withhold the amount required to be withheld for the payment of Tax
Obligations or other greater amount up to the maximum statutory
rate under Applicable Laws, as applicable to the Participant, if
such other greater amount would not result in adverse financial
accounting treatment, as determined by the Company. The
Administrator, in its sole discretion and pursuant to such
procedures as it may specify from time to time, may permit
Participant to satisfy such Tax Obligations, in whole or in part
(without limitation), if permissible by applicable local law, by
(a) paying cash, (b) electing to have the Company withhold
otherwise deliverable Shares having a Fair Market Value equal to
the amount of such Tax Obligations, (c) withholding the amount of
such Tax Obligations from Participant’s wages or other cash
compensation paid to Participant by the company and/or the
Employer, (d) delivering to the Company already vested and
owned Shares having a Fair Market Value equal to such Tax
Obligations, or (e) selling a sufficient number of such Shares
otherwise deliverable to Participant through such means as the
Company may determine in its sole discretion (whether through a
broker or otherwise) equal to the amount of the Tax Obligations. To
the extent determined appropriate by the Company in its discretion,
it will have the right (but not
the
obligation) to satisfy any Tax Obligations by reducing the number
of Shares otherwise deliverable to Participant. Further, if
Participant is subject to tax in more than one jurisdiction between
the Date of Grant and a date of any relevant taxable or tax
withholding event, as applicable, Participant acknowledges and
agrees that the Company and/or the Employer (and/or former
employer, as applicable) may be required to withhold or account for
tax in more than one jurisdiction. If
Participant fails to make satisfactory arrangements for the payment
of any required Tax Obligations hereunder at the time of the Option
exercise, Participant acknowledges and agrees that the
Company may refuse to honor the exercise and refuse to deliver the
Shares if such amounts are not delivered at the time of
exercise.
(c) Notice
of Disqualifying Disposition of ISO Shares. If the Option
granted to Participant herein is an ISO, and if Participant sells
or otherwise disposes of any of the Shares acquired pursuant to the
ISO on or before the later of (i) the date two (2) years after the
Date of Grant, or (ii) the date one (1) year after the date of
exercise, Participant will immediately notify the Company in
writing of such disposition. Participant agrees that Participant
may be subject to income tax withholding by the Company on the
compensation income recognized by Participant.
(d) Code
Section 409A. Under Code Section 409A, an option that vests
after December 31, 2004 (or that vested on or prior to such date
but which was materially modified after October 3, 2004) that was
granted with a per share exercise price that is determined by the
Internal Revenue Service (the “IRS”) to be less than
the fair market value of a share on the date of grant (a
“Discount Option”) may be considered “deferred
compensation.” A Discount Option may result in (i) income
recognition by Participant prior to the exercise of the option,
(ii) an additional twenty percent (20%) federal income tax, and
(iii) potential penalty and interest charges. The Discount Option
may also result in additional state income, penalty and interest
charges to Participant. Participant acknowledges that the Company
cannot and has not guaranteed that the IRS will agree that the per
Share Exercise Price of this Option equals or exceeds the Fair
Market Value of a Share on the Date of Grant in a later
examination. Participant agrees that if the IRS determines that the
Option was granted with a per Share Exercise Price that was less
than the Fair Market Value of a Share on the Date of Grant,
Participant will be solely responsible for Participant’s
costs related to such a determination.
7. Rights
as Stockholder. Neither Participant nor any person claiming
under or through Participant will have any of the rights or
privileges of a stockholder of the Company in respect of any Shares
deliverable hereunder unless and until certificates representing
such Shares (which may be in book entry form) will have been
issued, recorded on the records of the Company or its transfer
agents or registrars, and delivered to Participant (including
through electronic delivery to a brokerage account). After such
issuance, recordation and delivery, Participant will have all the
rights of a stockholder of the Company with respect to voting such
Shares and receipt of dividends and distributions on such
Shares.
8. No
Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND
AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE
HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE
WILL OF THE COMPANY (OR THE EMPLOYER) AND NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS
AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR
IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR
THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT
INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF
THE COMPANY (OR THE
EMPLOYER) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A
SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.
9. Nature
of Grant. In accepting the Option, Participant acknowledges,
understands and agrees that:
(a) the grant
of the Option is voluntary and occasional and does not create any
contractual or other right to receive future grants of options, or
benefits in lieu of options, even if options have been granted in
the past;
(b) all
decisions with respect to future option or other grants, if any,
will be at the sole discretion of the Company;
(c) Participant
is voluntarily participating in the Plan;
(d) the Option
and any Shares acquired under the Plan are not intended to replace
any pension rights or compensation;
(e) the Option
and Shares acquired under the Plan and the income and value of
same, are not part of normal or expected compensation for purposes
of calculating any severance, resignation, termination,
redundancy,
dismissal,
end-of-service payments, bonuses, long-service awards, pension or
retirement or welfare benefits or similar
payments;
(f) the future
value of the Shares underlying the Option is unknown,
indeterminable, and cannot be predicted with
certainty;
(g) if the
underlying Shares do not increase in value, the Option will have no
value;
(h) if
Participant exercises the Option and acquires Shares, the value of
such Shares may increase or decrease in value, even below the
Exercise Price;
(i) for
purposes of the Option, Participant’s engagement as a Service
Provider will be considered terminated as of the date Participant
is no longer actively providing services to the Company or any
Parent or Subsidiary (regardless of the reason for such termination
and whether or not later found to be invalid or in breach of
employment laws in the jurisdiction where Participant is a Service
Provider or the terms of Participant’s employment or service
agreement, if any), and unless otherwise expressly provided in this
Award Agreement (including by reference in the Notice of Grant to
other arrangements or contracts) or determined by the
Administrator, (i) Participant’s right to vest in the Option
under the Plan, if any, will terminate as of such date and will not
be extended by any notice period (e.g., Participant’s period of
service would not include any contractual notice period or any
period of “garden leave” or similar period mandated
under employment laws in the jurisdiction where Participant is a
Service Provider or Participant’s employment or service
agreement, if any, unless Participant is providing bona fide
services during such time); and (ii) the period (if any) during
which Participant may exercise the Option after such termination of
Participant's engagement as a Service Provider will commence on the
date Participant ceases to actively provide services and will not
be extended by any notice period mandated under employment laws in
the jurisdiction where Participant is employed or terms of
Participant’s engagement agreement, if any; the Administrator
shall have the exclusive discretion to determine when Participant
is no longer actively providing services for purposes of his or her
Option grant (including whether Participant may still be considered
to be providing services while on a leave of absence);
(j) unless
otherwise provided in the Plan or by the Company in its discretion,
the Option and the benefits evidenced by this Award Agreement do
not create any entitlement to have the Option or any such benefits
transferred to, or assumed by, another company nor to be exchanged,
cashed out or substituted for, in connection with any corporate
transaction affecting the Shares; and
(k) the
following provisions apply only if Participant is providing
services outside the United States:
(i)
the Option and the Shares subject to the Option are not part
of normal or expected compensation or salary for any
purpose;
(ii)
Participant acknowledges and agrees that none of the Company, the
Employer, or any Parent or Subsidiary shall be liable for any foreign
exchange rate fluctuation between Participant’s local
currency and the
United States Dollar that may affect thevalue of the Option or of
any amounts due to Participant pursuant to the exercise of the
Option or the subsequent sale of any Shares acquired upon exercise;
and
(iii)
no claim or entitlement to compensation or damages shall arise from
forfeiture of the Option resulting from the termination of
Participant’s engagement as a Service Provider (for any
reason whatsoever, whether or not later found to be invalid or in
breach of employment laws in the jurisdiction where Participant is
a Service Provider or the terms of Participant’s employment
or service agreement, if any), and in consideration of the grant of
the Option to which Participant is otherwise not entitled,
Participant irrevocably agrees never to institute any claim against
the Company, any Parent, any Subsidiary or the Employer, waives his
or her ability, if any, to bring any such claim, and releases the
Company, any Parent or Subsidiary and the Employer from any such
claim; if, notwithstanding the foregoing, any such claim is allowed
by a court of competent jurisdiction, then, by participating in the
Plan, Participant shall be deemed irrevocably to have agreed not to
pursue such claim and agrees to execute any and all documents
necessary to request dismissal or withdrawal of such
claim.
10. No
Advice Regarding Grant. The Company is not providing any
tax, legal or financial advice, nor is the Company making any
recommendations regarding Participant’s participation in the
Plan, or Participant’s acquisition or sale of the underlying
Shares. Participant is hereby advised to consult with his or her
own personal tax, legal and financial advisors regarding his or her
participation in the Plan before taking any action related to the
Plan.
11. Data
Privacy. Participant hereby
explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of Participant’s
personal data as described in this Award Agreement and any other
Option grant materials by and among, as applicable, the Employer,
the Company and any
Parent or Subsidiary for
the exclusive purpose of implementing, administering and managing
Participant’s participation in the Plan.
Participant understands that the Company and the Employer may hold
certain personal information about Participant, including, but not
limited to, Participant’s name, home address and telephone
number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any Shares
or directorships held in the Company, details of all Options or any
other entitlement to Shares awarded, canceled, exercised, vested,
unvested or outstanding in Participant’s favor
(“Data”), for the exclusive purpose of implementing,
administering and managing the Plan.
Participant understands that Data will be transferred to a stock
plan service provider as may be selected by the Company in the
future, which is assisting the Company with the implementation,
administration and management of the Plan. Participant understands
that the recipients of the Data may be located in the United States
or elsewhere, and that the recipient’s country of operation
(e.g., the United States) may have different data privacy laws and
protections than Participant’s country. Participant
understands that if he or she resides outside the United States, he
or she may request a list with the names and addresses of any
potential recipients of the Data by contacting his or her local
human resources representative. Participant authorizes the Company
and any other possible recipients which may assist the Company
(presently or in the future) with implementing, administering and
managing the Plan to receive, possess, use, retain and transfer the
Data, in electronic or other form, for the sole purposes of
implementing, administering and managing Participant’s
participation in the Plan. Participant understands that Data will
be held only as long as is necessary to implement, administer and
manage Participant’s participation in the Plan. Participant
understands that if he or she resides outside the United States, he
or she may, at any time, view Data, request additional information
about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in
any case without cost, by contacting in writing his or her local
human resources representative. Further, Participant understands
that he or she is providing the consents herein on a purely
voluntary basis. If Participant does not consent, or if Participant
later seeks to revoke his or her consent, his or her engagement as
a Service Provider and career with the Employer will not be
adversely affected; the only adverse consequence of refusing or
withdrawing Participant’s consent is that the Company would
not be able to grant Participant Options or other equity awards or
administer or maintain such awards. Therefore, Participant
understands that refusing or withdrawing his or her consent may
affect Participant’s ability to participate in the Plan. For
more information on the consequences of Participant’s refusal
to consent or withdrawal of consent, Participant understands that
he or she may contact his or her local human resources
representative.
12. Address
for Notices. Any notice to be given to the Company under the
terms of this Award Agreement will be addressed to the Company at
Aehr Test Systems, 400 Kato Terrace, Fremont, CA 94539, or at such
other address as the Company may hereafter designate in
writing.
13. 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 Participant only by
Participant.
14. Successors
and Assigns. The Company may assign any of its rights under
this Award Agreement to single or multiple assignees, and this
Award Agreement shall inure to the benefit of the successors and
assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Award Agreement shall be binding upon
Participant and his or her heirs, executors, administrators,
successors and assigns. The rights and obligations of Participant
under this Award Agreement may only be assigned with the prior
written consent of the Company.
15. Additional
Conditions to Issuance of Stock. If at any time the Company
will determine, in its discretion, that the listing, registration,
qualification or rule compliance of the Shares upon any securities
exchange or under any state, federal or foreign law, the tax code
and related regulations or under the rulings or regulations of the
United States Securities and Exchange Commission or any other
governmental regulatory body or the clearance, consent or approval
of the United States Securities and Exchange Commission or any
other governmental regulatory authority is necessary or desirable
as a condition to the purchase by, or issuance of Shares, to
Participant (or his or her estate) hereunder, such purchase or
issuance will not occur unless and until such listing,
registration, qualification, rule compliance, clearance, consent or
approval will have been completed, effected or obtained free of any
conditions not acceptable to the Company. Subject to the terms of
the Award Agreement and the Plan, the Company shall not be required
to issue any certificate or certificates for Shares hereunder prior
to the lapse of such reasonable period of time following the date
of exercise of the Option as the Administrator may establish from
time to time for reasons of administrative
convenience.
16. Language.
If Participant has received this Award Agreement or any other
document related to the Plan translated into a language other than
English and if the meaning of the translated version is different
than the English version, the English version will
control.
17. Interpretation.
The Administrator will have the power to interpret the Plan and
this Award Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are
consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether or not
any Shares subject to the Option have vested). All actions taken
and all interpretations and determinations made by the
Administrator in good faith will be final and binding upon
Participant, the Company and all other interested persons. Neither
the Administrator nor any person acting on behalf of the
Administrator will be personally liable for any action,
determination or interpretation made in good faith with respect to
the Plan or this Award Agreement.
18. Electronic
Delivery and Acceptance. The Company may, in its sole
discretion, decide to deliver any documents related to Options awarded under the Plan or future
options that may be awarded
under the Plan by electronic means or request Participant’s
consent to participate in the Plan by electronic means. Participant
hereby consents to receive such documents by electronic delivery
and agrees to participate in the Plan through any on-line or
electronic system established and maintained by the Company or a
third party designated by the Company.
19. Captions.
Captions provided herein are for convenience only and are not to
serve as a basis for interpretation or construction of this Award
Agreement.
20. Agreement
Severable. In the event that any provision in this Award
Agreement will be held invalid or unenforceable, such provision
will be severable from, and such invalidity or unenforceability
will not be construed to have any effect on, the remaining
provisions of this Award Agreement.
21. Amendment,
Suspension or Termination of the Plan. By accepting this
Award, Participant expressly warrants that he or she has received
an Option under the Plan, and has received, read and understood a
description of the Plan. Participant understands that the Plan is
discretionary in nature and may be amended, suspended or terminated
by the Company at any time.
22. Governing
Law and Venue. This Award Agreement will be governed by the
laws of California, without giving effect to the conflict of law
principles thereof. For purposes of litigating any dispute that
arises under this Option or this Award Agreement, the parties
hereby submit to and consent to the jurisdiction of the State of
California, and agree that such litigation will be conducted in the
courts of Alameda County, California, or the federal courts for the
United States for the Northern District of California, and no other
courts, where this Option is made and/or to be
performed.
23. Modifications
to the Agreement. This Award Agreement constitutes the
entire understanding of the parties on the subjects covered.
Participant expressly warrants that he or she is not accepting this
Award Agreement in reliance on any promises, representations, or
inducements other than those contained herein. Modifications to
this Award Agreement or the Plan can be made only in an express
written contract executed by a duly authorized officer of the
Company. Notwithstanding anything to the contrary in the Plan or
this Award Agreement, the Company reserves the right to revise this
Award Agreement as it deems necessary or advisable, in its sole
discretion and without the consent of Participant, to comply with
Code Section 409A or to otherwise avoid imposition of any
additional tax or income recognition under Section 409A of the Code
in connection with the Option.
24. No
Waiver. Either party’s failure to enforce any
provision or provisions of this Award Agreement shall not in any
way be construed as a waiver of any such provision or provisions,
nor prevent that party from thereafter enforcing each and every
other provision of this Award Agreement. The rights granted both
parties herein are cumulative and shall not constitute a waiver of
either party’s right to assert all other legal remedies
available to it under the circumstances.
25. Tax
Consequences. Participant has reviewed with its own tax
advisors the U.S. federal, state, local and foreign tax
consequences of this investment and the transactions contemplated
by this Award Agreement. With respect to such matters, Participant
relies solely on such advisors and not on any statements or
representations of the Company or any of its agents, written or
oral. Participant understands that Participant (and not the
Company) shall be responsible for Participant’s own tax
liability that may arise as a result of this investment or the
transactions contemplated by this Award Agreement.
EXHIBIT A
AEHR TEST SYSTEMS
2016 EQUITY INCENTIVE PLAN
EXERCISE NOTICE
Aehr
Test Systems
400
Kato Terrace
Fremont,
CA 94539
Attention:
Stock Administration
1. Exercise
of Option. Effective as of today, ________________, _____,
the undersigned (“Purchaser”) hereby elects to purchase
______________ shares (the “Shares”) of the Common
Stock of Aehr Test Systems (the “Company”) under and
pursuant to the 2016 Equity Incentive Plan (the “Plan”)
and the Stock Option Agreement, dated ________ and including the
Notice of Grant, the Terms and Conditions of Stock Option Grant,
and appendices and exhibits attached thereto (the “Award
Agreement”). The purchase price for the Shares will be
$_____________, as required by the Award Agreement.
2. Delivery
of Payment. Purchaser herewith delivers to the Company the
full purchase price of the Shares and any Tax Obligations (as
defined in Section 7(a) of the Award Agreement) to be paid in
connection with the exercise of the Option.
3. Representations
of Purchaser. Purchaser acknowledges that Purchaser has
received, read and understood the Plan and the Award Agreement and
agrees to abide by and be bound by their terms and
conditions.
4. Rights
as Stockholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the Shares, no right
to vote or receive dividends or any other rights as a stockholder
will exist with respect to the Shares subject to the Option,
notwithstanding the exercise of the Option. The Shares so acquired
will be issued to Purchaser as soon as practicable after exercise
of the Option. No adjustment will be made for a dividend or other
right for which the record date is prior to the date of issuance,
except as provided in Section 15 of the Plan.
5. Tax
Consultation. Purchaser understands that Purchaser may
suffer adverse tax consequences as a result of Purchaser’s
purchase or disposition of the Shares. Purchaser represents that
Purchaser has consulted with any tax consultants Purchaser deems
advisable in connection with the purchase or disposition of the
Shares and that Purchaser is not relying on the Company for any tax
advice.
6. Entire
Agreement; Governing Law. The Plan and Award Agreement are
incorporated herein by reference. This Exercise Notice, the Plan
and the Award Agreement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in
their entirety all prior undertakings and agreements of the Company
and Purchaser with respect to the subject matter hereof, and may
not be modified adversely to the Purchaser’s interest except
by means of a writing signed by the Company and Purchaser. This
agreement is governed by the internal substantive laws, but not the
choice of law rules, of California.
Submitted by:
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Accepted by:
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PURCHASER:
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AEHR TEST SYSTEMS
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Signature
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By
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Print Name
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Its
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Address:
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Date Received |
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