Netlist, Inc. Reports Inducement Grants Pursuant to Nasdaq Listing Rule 5635(c)(4)

IRVINE, Calif., June 11 /PRNewswire-FirstCall/ -- Netlist, Inc. (NASDAQ: NLST) today announced, as required by NASDAQ Listing Rule 5635(c)(4), that it has made certain stock option grants to new employees.

Netlist's Board of Directors, including all of its independent directors, approved certain grants of stock options as inducement grants outside of Netlist's 2006 Equity Incentive Plan ("Plan").  Each of these grants of stock options was entered into as an inducement material for the respective employee to enter into employment with Netlist.  Netlist expects to file a Form S-8 to register each of these grants of stock options.  Netlist is providing this information in accordance with NASDAQ Listing Rule 5635(c)(4).

While the stock option grants were made outside of the Plan, the applicable terms of the Plan were incorporated into the option agreements.  Please refer to the Plan, as well as a description of its material terms, which are attached as Appendices A and B to Netlist's Definitive Proxy Statement on Schedule 14A, which was filed with the SEC on April 30, 2010.  

The stock option grants have an exercise price of $1.92, which is equal to the closing price of Netlist's common stock on the date of approval of the option grants by Netlist's Board of Directors.  The options have a term of ten (10) years and will be generally forfeited if not exercised before the expiration of the term.  If the applicable employee's employment with Netlist is terminated for any reason, the terminated employee's option shall cease vesting upon such termination.  There were two option grants totaling 105,000 underlying shares, as follows:

• On June 8, 2010, an option to acquire an aggregate of 75,000 shares was granted to Nickie Duong, Vice President and General Counsel.  The option vests in sixteen equal quarterly installments, beginning on July 29, 2010, so that the option is vested in full on the four-year anniversary of her employment start date.  Notwithstanding the description above, in the event that Ms. Duong's employment with Netlist is terminated by Netlist as a result of her death or disability, an additional 25% of the total number of shares (or such fewer number as then remain unvested) shall accelerate and vest on the date of such termination.
• On June 8, 2010, an option to acquire an aggregate of 30,000 shares was granted to Lisa Roger, Director of Finance and Controller.  One-fourth of the option vests on April 26, 2011, the one-year anniversary of her employment start date, and the remainder vests thereafter in twelve equal quarterly installments, so that the option is vested in full on the four-year anniversary of her employment start date.  Notwithstanding the description above, in the event that Ms. Roger's employment with Netlist is terminated by Netlist as a result of her death or disability, an additional 25% of the total number of shares (or such fewer number as then remain unvested) shall accelerate and vest on the date of such termination.    

About Netlist:

Netlist, Inc. designs and manufactures high-performance, logic-based memory subsystems for the server and high-performance computing and communications markets.  The Company's memory subsystems are developed for applications in which high-speed, high-capacity memory, enhanced functionality, small form factor, and heat dissipation are key requirements.  These applications include tower-servers, rack-mounted servers, blade servers, high-performance computing clusters, engineering workstations, and telecommunication equipment.  Netlist was founded in 2000 and is headquartered in Irvine, California with manufacturing facilities in Suzhou, People's Republic of China.

Netlist is listed on the NASDAQ stock exchange under the ticker "NLST."  More information can be found on the Company's web site: www.netlist.com.

Safe Harbor Statement

This news release contains forward-looking statements regarding future events and the future performance of Netlist. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expected or projected. These risks and uncertainties include, but are not limited to, continuing development, qualification and volume production of NetVault™ and Hyper Cloud™; the rapidly-changing nature of technology; risks associated with intellectual property, including the costs and unpredictability of litigation over infringement of our intellectual property; volatility in the pricing of DRAM ICs and NAND; changes in and uncertainty of customer acceptance of, and demand for, our existing products and products under development, including uncertainty of and/or delays in product orders and product qualifications; delays in the Company's and its customers' product releases and development; introductions of new products by competitors; changes in end-user demand for technology solutions; the Company's ability to attract and retain skilled personnel; the Company's reliance on suppliers of critical components; fluctuations in the market price of critical components; evolving industry standards; and the political and regulatory environment in the People's Republic of China. Other risks and uncertainties are described in the Company's annual report on Form 10-K, dated February 19, 2010, and subsequent filings with the U.S. Securities and Exchange Commission made by the Company from time to time. Except as required by law, Netlist undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Netlist, Inc.