WESTELL TECHNOLOGIES, INC.

EX-10.28 4 wstl-ex1028_2015331.htm EXHIBIT 10.28 WSTL-EX10.28_2015.3.31

Exhibit 10.28

NON-QUALIFIED STOCK OPTION

THIS NON-QUALIFIED STOCK OPTION, dated as set forth in the attached

Memorandum is granted by WESTELL TECHNOLOGIES, INC. (the "Company"), to the

Employee as set forth in the attached Memorandum (the “Employee”) pursuant to the

Company's 2004 Stock Incentive Plan (the "Plan").

1. OPTION GRANT

The Company hereby grants to the Employee an option to purchase total

shares as set forth in the attached Memorandum of Class A Common Stock of the Company at

an option price per share as set forth in the attached Memorandum. This option is not intended

to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal

Revenue Code of 1986, as amended.

2. TIME OF EXERCISE

This option may be exercised (in the manner described in paragraph 3 hereof) in

whole or in part, at any time and from time to time, subject to the following limitations:

(a) This option may not be exercised to any extent until the first

anniversary of the Date of Grant. This option may be exercised to a maximum

cumulative extent of 25% of the total shares covered hereby on and after the first

anniversary of the Date of Grant; 50% of the total shares commencing on and

after the second anniversary of the Date of Grant; 75% of the total shares

commencing on and after the third anniversary of the Date of Grant; 100% of the

total shares commencing on and after the fourth anniversary of the Date of

Grant. In the event that the Employee's employment with the Company or a

subsidiary terminates by reason of total disability or death prior to the fourth

anniversary of the Date of Grant, then the portion of the option which may be

exercised shall be determined as if the Employee remained an employee of the

Company until the next anniversary of the Date of Grant.

(b) For these purposes, employment shall be deemed to continue after

termination of full-time employment for any period during which the Employee remains a

part-time employee of the Company or a consultant to the Company as determined by

the sole discretion of the Stock Incentive Committee.

(i) more than three months after the termination of the Employee's

employment with the Company or a subsidiary for any reason

other than retirement, total disability or death; or

(ii) more than twelve months after termination of employment by

reason of retirement, total disability or death; or

(iii) more than five years from the Date of Grant.

For these purposes retirement and total disability shall be determined in

accordance with the established policies of the Company. This option may be

exercised during the indicated periods following termination of employment only

to the extent permitted pursuant to paragraphs 2(a) and (b) hereof.

3. METHOD OF EXERCISE

This option may be exercised only by appropriate notice in writing delivered to

the Secretary of the Company and accompanied by:

(a) a check payable to the order of the Company for the full

purchase price of the shares purchased and any required tax

withholding, and

(b) such other documents or representations as the Company may

reasonably request in order to comply with securities, tax or

other laws then applicable to the exercise of the option.

Payment of the purchase price may be made in whole or in part by the delivery of shares of

Common Stock owned by the Employee for at least six months (or by certification of the

Employee's ownership of such shares), valued at fair market value on the date of exercise.

The Employee may satisfy any tax withholding obligation in whole or in part by electing to

have the Company retain option shares, having a fair market value on the date of exercise

equal to the amount required to be withheld.


4.	CONDITIONS

I agree that I shall not within three months following my resignation of

employment with the Company engage in any Competitive Activity. Competitive Activity

means any service to a competitor related to the work I have done at Westell or with

knowledge of confidential information gained at Westell. By accepting this option, I agree to

pay Westell as liquidated damages, any profit (spread between grant price and closing price

on the date of exercise) realized on my exercise of this option from three months preceding

and ending three months following my date of resignation.

5. NON‑TRANSFERABILITY; DEATH

This option is not transferable by the Employee otherwise than by will or the

laws of descent and distribution and is exercisable during the Employee's lifetime only by the

Employee. If the Employee dies during the option period, this option may be exercised in

whole or in part and from time to time, in the manner described in paragraph 3 hereof, by the

Employee's estate or the person to whom the option passes by will or the laws of descent and

distribution, but only within a period of (a) twelve months after the Employee's death or (b) five

years from the Date of Grant, whichever period is shorter. At the discretion of the Committee,

this option may be transferred to members of the Employee's immediate family or trusts or

family partnerships for the benefit of such persons, subject to terms and conditions

established by the Committee.

6. Accelerated Vesting and Limitations on Sales

In accordance with the Offer Letter dated February 10, 2015 (the "Offer Letter"), any unvested

options shall vest and become immediately exercisable upon termination without Cause

(as defined in the Offer Letter) or following a termination by the Company within six (6) months

of a Change in Control (as defined below) in the year in which the event triggering vesting

occurs.

Notwithstanding the provisions in the paragraphs above, pursuant to the terms of the Offer

Letter no shares held upon exercise of the options may be sold, except to cover taxes or the

exercise price for a period of three (3) years from the grant date.

A “Change in Control” of the Company shall be deemed to have occurred as of the first day

that any one or more of the following conditions shall have been satisfied:


(A)	the consummation of the purchase by any person, entity

or group of persons, within the meaning of Section 13(d)

or 14(d) of the Securities Exchange Act of 1934, as

amended, except the Voting Trust (together with its

affiliates) formed pursuant to the Voting Trust Agreement

dated February 23, 1994, as amended, among Robert C.

Penny III and Melvin J. Simon, as co-trustees, and

certain members of the Penny family and the Simon

family, of ownership of shares representing more than

50% of the combined voting power of the Company’s

voting securities entitled to vote generally (determined

after giving effect to the purchase);


(B)	a reorganization, merger or consolidation of the

Company, in each case, with respect to which persons

who were shareholders of the Company immediately

prior to such reorganization, merger or consolidation do

not, immediately thereafter, own 50% or more of the

combined voting power entitled to vote generally of the

Company or the surviving or resulting entity (as the case

may be);


(C)	a sale of all or substantially all of the Company’s assets,

except that a Change in Control shall not exist under this

clause (iii) if the Company or persons who were

shareholders of the Company immediately prior to such

sale continue to collectively own 50% of more of the

combined voting power entitled to vote generally of the

acquirer.

* * *

IN WITNESS WHEREOF, the Company has caused the execution hereof by its duly

authorized officer and Employee has agreed to the terms and conditions of this option, all as

of the date first above written.

WESTELL TECHNOLOGIES, INC.

By /s/ Tom Minichiello

________________________________

Tom Minichiello, CFO

J. Thomas Gruenwald

Employee Name

/s/ J. Thomas Gruenwald

________________________________

Employee Signature

NOTICE OF GRANT OF STOCK OPTION FOR THE PURCHASE OF

CLASS A COMMON STOCK

Dear John Thomas Gruenwald,

You have received a grant with the following parameters:

Plan Name: Westell Technologies, Inc. 2004 Stock Incentive Plan

Award Number: 10028

Shares Granted: 250,000

Exercise Price: 1.475 per share

Award Type: NQSO

Award Date: February 10, 2015

Vesting Schedule: 4 year vesting, 25% per year upon anniversary date of grant

Vesting Date Shares Vesting

2/10/2016 62,500

2/10/2017 62,500

2/10/2018 62,500

2/10/2019 62,500

Expiration Date: 2/10/2020

If you have any questions, contact Sharon Hintz at ###-###-####.

By affixing your signature to the bottom of this Notice, you acknowledge receipt of a copy of the Agreement and the Plan to which the Agreement and this Stock Option Grant is subject and agree that the Options Granted hereunder shall be subject to such Plan and Agreement and shall be governed by their terms and provisions.

Tom Minichiello

Westell Technologies, Inc.

Chief Financial Officer

/s/ J. Thomas Gruenwald 3/16/2015

___________________________________ _______________________

J. Thomas Gruenwald Date