Exhibit 99.2
OTG Software, Inc.
Incentive Stock Option Agreement
Granted Under 2000 Stock Incentive Plan
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1. Grant of Option.
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This agreement evidences that grant by OTG Software, Inc., a Delaware
corporation (the "Company") on ((Date)), (the "Xxxxx Date") to ((Firstname))
((Lastname)), an employee of the Company (the "Participant"), of an option to
purchase, in whole or in part, on the terms provided herein and in the Company's
2000 Stock Incentive Plan (the "Plan"), a total of ((Grant)) shares of common
stock, $.01 par value per share, of the Company ("Common Stock") (the "Shares")
at $((Price)) per Share. Unless earlier terminated, this option shall expire on
((future)), 2012 (the "Final Exercise Date").
It is intended that the option evidenced by this agreement shall be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended and any regulations promulgated thereunder (the "Code"). Except
as otherwise indicated by the context, the term "Participant", as used in this
option, shall be deemed to include any person who acquires the right to exercise
this option validly under its terms.
2. Vesting Schedule.
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This option will become exercisable ("vest") as to one-quarter of the
original number of Shares on the first anniversary of the Grant Date and as to
an additional 6.25% of the original number of Shares at the end of each
successive quarterly period following the first anniversary of the Grant Date
until the fourth anniversary of the Grant Date. This option shall expire upon,
and will not be exercisable after, the Final Exercise Date.
The right of exercise shall be cumulative so that to the extent the option
is not exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to all shares for
which it is vested until the earlier of the Final Exercise Date or the
termination of this option under Section 3 hereof or the Plan.
3. Exercise of Option.
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a) Form of Exercise. Each election to exercise this option shall be in
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writing, signed by the Participant, and received by the Company at its
principal office, accompanied by this agreement, and payment in full in the
manner provided in the Plan. The Participant may purchase less than the
number of shares covered hereby, provided that no partial exercise of this
option may be for any fractional share or for fewer than ten whole shares.
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b) Continuous Relationship with the Company Required. Except as otherwise
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provided in this Section 3, this option may not be exercised unless the
Participant, at the time he or she exercises this option, is, and has been
at all times since the date of grant of this option, an employee, officer
or director of, or consultant or advisor to, the Company or any parent or
subsidiary of the Company as defined in Section 424(e) or (f) of the Code
(an "Eligible Participant").
c) Termination of Relationship with the Company. If the Participant ceases to
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be an Eligible Participant for any reason, then, except as provided in
paragraphs (d) and (e) below, the right to exercise this option shall
terminate three months after such cessation (but in no event after the
Final Exercise Date), provided that this option shall be exercisable only
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to the extent that the Participant was entitled to exercise this option on
the date of such cessation. Notwithstanding the foregoing, if the
Participant, prior to the Final Exercise Date, violates the non-competition
or confidentiality provisions of any employment contract, confidentiality
and nondisclosure agreement or other agreement between the Participant and
the Company, the right to exercise this option shall terminate immediately
upon written notice to the Participant from the Company describing such
violation.
d) Exercise Period Upon Death or Disability. If the Participant dies or
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becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior
to the Final Exercise Date while he or she is an Eligible Participant and
the Company has not terminated such relationship for "cause" as specified
in paragraph (e) below, this option shall be exercisable, within the period
of one year following the date of death or disability of the Participant by
the Participant, provided that this option shall be exercisable only to the
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extent that this option was exercisable by the Participant on the date of
his or her death or disability, and further provided that this option shall
not be exercisable after the Final Exercise Date.
e) Discharge for Cause. If the Participant, prior to the Final Exercise Date,
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is discharged by the Company for "cause" (as defined below), the right to
exercise this option shall terminate immediately upon the effective date of
such discharge. "Cause" shall mean willful misconduct by the Participant or
willful failure by the Participant to perform his or her responsibilities
to the Company (including, without limitation, breach by the Participant of
any provision of any employment, consulting, advisory, nondisclosure,
non-competition or other similar agreement between the Participant and the
Company), as determined by the Company, which determination shall be
conclusive. The participant shall be considered to have been discharged for
"Cause" if the Company determines, within 30 days after the Participant's
resignation, that discharge for "Cause" was warranted.
4. Withholding.
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No Shares will be issued pursuant to the exercise of this option unless and
until the Participant pays to the Company, or makes provision satisfactory to
the Company for payment of, any federal, state or local withholding taxes
required by law to be withheld in respect of the exercise of this option.
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5. Nontransferability of Option.
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This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.
6. Disqualifying Disposition.
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If the Participant disposes of Shares acquired upon exercise of this option
within two years from the date of grant of the option or one year after such
Shares were acquired pursuant to exercise of this option, the Participant shall
notify the Company in writing of such disposition.
7. Provisions of the Plan.
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This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option.
IN WITNESS WHEREOF, the Company has caused this option to be executed under
its corporate seal by its duly authorized officer. This option shall take effect
as a sealed instrument.
FOR OFFICIAL USE ONLY
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OTG SOFTWARE, INC.
By:
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Name: F. Xxxxxxx Xxxxx
Title: Executive Vice President
Date: ((Date))
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PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the terms
and conditions thereof. The undersigned hereby acknowledges receipt of a copy of
the Company's 2000 Stock Incentive Plan.
PARTICIPANT:
Signature:
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Printed:((Firstname)) (((Lastname))
Participant's Spouse (see note below):
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Printed:
[If the Participant resides in a community property state, it is desirable to
have the Participant's spouse also accept the option by signature here. The
following are community property states: Arizona, California, Idaho, Louisiana,
Nevada, New Mexico, Texas, and Washington. Although Wisconsin is not formally a
community property state, it has laws governing the division of marital property
similar to community property states and it may be desirable to have a Wisconsin
Participant's spouse also accept the option.]
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