Inc. (the “Company”)
grants the following stock option pursuant to its 2002 Stock Option and
Incentive Plan. The terms and conditions attached hereto are also a part
of optionee (the “Optionee”):
of this option grant:
of shares of the Company’s Common Stock subject to this option
exercise price per share:
Start Date: two year anniversary of grant
from Grant Date (50% of Shares):
from Grant Date (Additional 25% of Shares):
years from Grant Date (Final 25% of Shares):
vesting is dependent on the continuation of a Business Relationship
the Company, as provided herein.
alternatives (specify any or all of Section 7(a)(i) though
7(a) (i) through (iii)
option satisfies in full all commitments that the Company has to the Optionee
with respect to the issuance of stock, stock options or other equity
option is granted pursuant to and is governed by the Company’s 2002 Stock Option
and Incentive Plan (the “Plan”)
unless the context otherwise requires, terms used herein shall have the same
meaning as in the Plan.
as Incentive Stock Option.
option is intended to qualify as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder (the “Code”).
Optionee has continuously maintained a Business Relationship (as defined below)
with the Company through the dates listed on the vesting schedule set forth
the cover page hereof, the Optionee may exercise this option for the number
shares of Common Stock set opposite the applicable vesting date. “Business
service to the Company or its successor in the capacity of an employee, officer,
director or consultant. Notwithstanding the foregoing, the Board may, in its
discretion, accelerate the date that any installment of this option becomes
exercisable. The foregoing rights are cumulative and may be exercised only
before the date which is seven years from the date of this option grant (the
scheduled expiration date set forth on the cover page hereof).
of Business Relationship.
Optionee’s Business Relationship with the Company ceases, voluntarily or
involuntarily, with or without cause, no further installments of this option
shall become exercisable, and this option shall expire (may no longer be
exercised) after the passage of three months from the date of termination,
in no event later than the scheduled expiration date set forth on the cover
hereof. Any determination under this agreement as to the status of a Business
Relationship or other matters referred to above shall be made in good faith
the Board of Directors of the Company.
purposes hereof, with respect to employees of the Company, employment shall
be considered as having terminated during any leave
absence if such leave of absence has been approved in writing by the Company
if such written approval contractually obligates the Company to continue the
employment of the Optionee after the approved period of absence; in the event
such an approved leave of absence, vesting of this option shall be suspended
(and the period of the leave of absence shall be added to all vesting dates)
unless otherwise provided in the Company’s written approval of the leave of
absence. For purposes hereof, a termination of employment followed by another
Business Relationship shall be deemed a termination of the Business Relationship
with all vesting to cease unless the Company enters into a
agreement related to such other Business Relationship in which it is
specifically stated that there is no termination of the Business Relationship
under this agreement. This option shall not be affected by any change of
employment within or among the Company and its Subsidiaries so long as the
Optionee continuously remains an employee of the Company or any
the death of the Optionee while the Optionee is maintaining a Business
Relationship with the Company, this option may be exercised, to the extent
the number of shares with respect to which the Optionee could have exercised
immediately prior to the Optionee’s death, by the Optionee’s estate, personal
representative or beneficiary to whom this option has been transferred pursuant
to Section 10, only at any time within 180 days after the date of
death, but not later than the scheduled expiration date set forth on the cover
Optionee ceases to maintain a Business Relationship with the Company by reason
of his or her disability, this option may be exercised, to the extent of the
number of shares with respect to which the Optionee could have exercised it
immediately prior to the termination of the Optionee’s Business Relationship
with the Company, only at any time within 180 days after such termination,
but not later than the scheduled expiration date set forth on the cover page
hereof. For purposes hereof, “disability”
and total disability”
defined in Section 22(e)(3) of the Code.
of Control. In
event of an Acquisition (as defined herein) prior to the full vesting of this
option, the vesting of the option shall be accelerated and the Optionee shall
have the right to exercise the option in full, at the moment immediately
preceding the consummation of the Acquisition. For purposes of this Plan, an
“Acquisition” shall mean: (x) the sale of the Company by merger in which the
shareholders of the Company in their capacity as such no longer own a majority
of the outstanding equity securities of the Company (or its successor); or
any sale of all or substantially all of the assets or capital stock of the
Company (other than in a spin-off or similar transaction) or (z) any other
acquisition of the business of the Company, as determined by the
option may be exercised in part at any time and from time to time within the
above limits, except that this option may not be exercised for a fraction of
of Exercise Price.
exercise price shall be paid by one or any combination of the following forms
payment that are applicable to this option, as indicated on the cover page
cash or check payable to the order of the Company;
the Common Stock is then traded on a national securities exchange
the Nasdaq Stock Market (or successor trading system), delivery of
irrevocable and unconditional undertaking, satisfactory in form and
substance to the Company, by a creditworthy broker to deliver promptly
the Company sufficient funds to pay the exercise price, or delivery
Optionee to the Company of a copy of irrevocable and unconditional
instructions, satisfactory in form and substance to the Company,
creditworthy broker to deliver promptly to the Company cash or a
sufficient to pay the exercise price;
to Section 7(b) below, if the Common Stock is then traded on a
national securities exchange or on the Nasdaq Stock Market (or successor
trading system), by delivery of shares of Common Stock having a fair
market value equal as of the date of exercise to the option
In the case of (iii) above, fair market value as of the date of exercise shall
be determined as of the last business day for which such prices or quotes are
available prior to the date of exercise and shall mean (i) the last
reported sale price (on that date) of the Common Stock on the principal national
securities exchange on which the Common Stock is traded, if the Common Stock
then traded on a national securities exchange; or (ii) the last reported
sale price (on that date) of the Common Stock on the Nasdaq Stock Market (or
successor trading system), if the Common Stock is not then traded on a national
on Payment by Delivery of Common Stock.
Section 7(a)(iii) is applicable, and if the Optionee delivers Common Stock
by the Optionee (“Old
Company in full or partial payment of the exercise price and the Old Stock
delivered is subject to restrictions or limitations imposed by agreement between
the Optionee and the Company, an equivalent number of Shares shall be subject
all restrictions and limitations applicable to the Old Stock to the extent
the Optionee paid for the Shares by delivery of Old Stock, in addition to any
restrictions or limitations imposed by this agreement. Notwithstanding the
foregoing, the Optionee may not pay any part of the exercise price hereof by
transferring Common Stock to the Company unless such Common Stock has been
by the Optionee free of any substantial risk of forfeiture for at least
Laws Restrictions on Resale.
registered under the Securities Act of 1933, as amended, or any successor
statute (the “Securities
Shares will be illiquid and will be deemed to be “restricted securities” for
purposes of the Securities Act. Accordingly, such shares must be sold in
compliance with the registration requirements of the Securities Act or an
exemption therefrom and may need to be held indefinitely. Unless the Shares
been registered under the Securities Act, each certificate evidencing any of
Shares shall bear a restrictive legend specified by the Company.
of Exercising Option.
to the terms and conditions of this agreement, this option may be exercised
written notice to the Company at its principal executive office, or to such
transfer agent as the Company shall designate. Such notice shall state the
election to exercise this option and the number of Shares for which it is being
exercised and shall be signed by the person or persons so exercising this
option. Such notice shall be accompanied by payment of the full purchase price
of such shares, and the Company shall deliver a certificate or certificates
representing such shares as soon as practicable after the notice shall be
received. Such certificate or certificates shall be registered in the name
the person or persons so exercising this option (or, if this option shall be
exercised by the Optionee and if the Optionee shall so request in the notice
exercising this option, shall be registered in the name of the Optionee and
another person jointly, with right of survivorship). In the event this option
shall be exercised, pursuant to Section 5 hereof, by any person or persons
other than the Optionee, such notice shall be accompanied by appropriate proof
of the right of such person or persons to exercise this option.
option is not transferable or assignable except by will or by the laws of
descent and distribution. During the Optionee’s lifetime only the Optionee can
exercise this option.
Obligation to Exercise Option.
grant and acceptance of this option imposes no obligation on the Optionee to
Obligation to Continue Business Relationship.
the Plan, this agreement, nor the grant of this option imposes any obligation
the Company to continue the Optionee in employment or other Business
Severance or Termination Rights.
respect to employees of the Company, awards under this Plan do not form part
an Optionee’s contract of employment and do not entitle an Optionee to any
benefit other than that granted under this Plan. Any benefits granted under
Plan are not part of an Optionee’s ordinary salary, and shall not be considered
as part of such salary for pension purposes or in the event of severance,
redundancy or resignation. If Optionee’s employment is terminated for whatever
reason the Optionee agrees that he or she shall not be entitled by way of
damages for breach of contract, dismissal or compensation for loss of office
otherwise to any sum, shares or other benefits to compensate for the loss or
diminution in value of any actual or prospective right, benefits or expectation
under or in relation to the Plan.
as is expressly provided in the Plan with respect to certain changes in the
capitalization of the Company, no adjustment shall be made for dividends or
similar rights for which the record date is prior to such date of
Company in its discretion determines that it is obligated to withhold any tax
connection with the grant, vesting or exercise of this option, or in connection
with the transfer of, or the lapse of restrictions on, any Common Stock or
property acquired pursuant to this option, the Optionee hereby agrees that
Company may withhold from the Optionee’s wages or other remuneration the
appropriate amount of tax. At the
of the Company, the amount required to be withheld may be withheld in cash
such wages or other remuneration or in kind from the Common Stock or other
property otherwise deliverable to the Optionee on exercise of this option.
Optionee further agrees that, if the Company does not withhold an amount from
the Optionee’s wages or other remuneration sufficient to satisfy the withholding
obligation of the Company, the Optionee will make reimbursement on demand,
cash, for the amount underwithheld.
Optionee agrees to notify the Company in writing immediately after the Optionee
transfers any Shares, if such transfer occurs on or before the later of
(a) the date that is two years after the date of this agreement or
(b) the date that is one year after the date on which the Optionee acquired
such Shares. The Optionee also agrees to provide the Company with any
information concerning any such transfer required by the Company for tax
of Documentation to Optionee.
signing this agreement the Optionee acknowledges receipt of a copy of this
agreement and a copy of the Plan.
of Data Waiver.
signing this agreement the Optionee acknowledges that in order to perform its
requirements under the Plan, the Company may process personal data and/or
sensitive personal data about the Optionee. Such data includes, but is not
limited to, the information provided in this grant package and any changes
thereto, other appropriate personal and financial data about the Optionee,
information about the Optionee’s participation in the Plan and shares exercised
under the Plan from time to time. The Optionee hereby gives explicit consent
the Company to process any such personal data and/or sensitive personal data.
The Optionee also gives explicit consent to the Company to transfer any such
personal data and/or sensitive personal data outside the country in which the
Optionee works and to the United States. The legal persons for whom the personal
data is intended include the Company and any of its subsidiaries, the outside
plan administrator as selected by the Company from time to time, and any other
person that the Company may find in its administration of the Plan appropriate.
By signing this agreement, the Optionee acknowledges that he has been informed
of his right of access and correction to personal data by contacting the local
Human Resources Representative. Optionee further acknowledges that the transfer
of the information outlined here is important to the administration of the
and failure to consent to the transmission of such information may limit or
prohibit participation under the Plan.
notices hereunder shall be in writing and shall be deemed given when sent by
mail, if to the Optionee, to the address set forth below or at the address
on the records of the Company, and if to the Company, to the Company’s principal
executive offices, attention of the Corporate Secretary.
agreement constitutes the entire agreement between the parties relative to
subject matter hereof, and supersedes all proposals, written or oral, and all
other communications between the parties relating to
subject matter of this agreement. This agreement may be modified, amended or
rescinded only by a written agreement executed by both parties.
option becomes exercisable for a fraction of a share because of the adjustment
provisions contained in the Plan, such fraction shall be rounded
of Securities; Changes in Capital Structure.
as expressly provided herein or in the Plan, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock
any class, shall affect, and no adjustment by reason thereof shall be made
respect to, the number or price of shares subject to this option. No adjustments
need be made for dividends paid in cash or in property other than securities
the Company. If there shall be any change in the Common Stock of the Company
through merger, consolidation, reorganization, recapitalization, stock dividend,
stock split, combination or exchange of shares, spin-off, split-up or other
similar change in capitalization or event, the restrictions contained in this
agreement shall apply with equal force to additional and/or substitute
securities, if any, received by the Optionee in exchange for, or by virtue
his or her ownership of, Shares, except as otherwise determined by the
invalidity, illegality or unenforceability of any provision of this agreement
shall in no way affect the validity, legality or enforceability of any other
agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, subject to the limitations set
forth in Section 10 hereof.
agreement shall be governed by and interpreted in accordance with the laws
the State of Delaware, without giving effect to the principles of the conflicts
of laws thereof.