NOVELL, INC. STOCK OPTION AGREEMENT
Exhibit
(d)(6)
NOVELL,
INC.
2000
NONSTATUTORY STOCK OPTION PLAN
Unless otherwise defined herein, the terms defined in the
Novell, Inc. 2000 Nonstatutory Stock Option Plan (the
“Plan”) shall have the same defined meanings in this
Option Agreement.
1. NOTICE
OF STOCK OPTION GRANT
Employee ID:
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«id» | |
Name:
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«fn» «mn» «Ln» | |
Address:
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«ad1» | |
«ad2» | ||
«cty» «st» «z» | ||
«ctry» |
You have been granted an option to purchase Common Stock of the
Company, subject to the terms and conditions of the Plan and
this Option Agreement, as follows:
Grant Number:
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«nbr» | |
Date of Grant:
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Exercise Price per Share:
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Total Number of Shares Granted:
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«shgtd» | |
Type of Option:
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Nonstatutory Stock Option | |
Term/Expiration Date:
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Vesting Schedule: Subject to the
Optionee continuing to be a Service Provider on such dates, this
Option shall vest and become exercisable in accordance with the
following schedule:
This Option will vest over four (4) years with 25% vesting
on the first annual anniversary of the Date of Grant, and
thereafter an additional 2.08% vesting on each monthly
anniversary of the Date of Grant, subject to the Optionee
continuing to be a Service Provider on such dates. Unless the
Administrator provides otherwise, vesting of Options granted
hereunder shall be (i) tolled (i.e., shall cease) during
any unpaid personal leave of absence and (ii) tolled as of
the 91st day of any other leave of absence.
In the event that an Optionee is terminated due to a job
elimination or reduction in force, the following provision shall
apply. Immediately upon an Optionee’s termination, due to
job elimination or reduction in force, while a Service Provider,
each of the Optionee’s outstanding Options shall become
vested on an accelerated basis with respect to all Shares that
would have become vested during the 90 days following such
termination if Optionee had remained a Service Provider.
Termination Period: This Option may be
exercised for 60 days after Optionee ceases to be a Service
Provider. Upon the death, Disability or Retirement of the
Optionee, this Option may be exercised for such longer period as
provided in the Plan. In no event shall this Option be exercised
later than the Term/Expiration Date as provided above.
2. AGREEMENT
1. Grant of Option. This Option
Agreement evidences the grant by the Plan Administrator of the
Company to the Optionee named in the Notice of Grant attached as
Part I of this Agreement (the “Optionee”) of 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 the terms and conditions
of the Plan, which is incorporated herein by reference. Subject
to Section 14(b) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and the terms and
conditions of this Option Agreement, the terms and conditions of
the Plan shall prevail.
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2. Exercise of Option.
(a) Right to Exercise. The
Optionee may only exercise this Option to the extent that it has
vested in accordance with the Vesting Schedule set out in the
Notice of Grant and the applicable provisions of the Plan and
this Option Agreement, and only to the extent it has not
otherwise expired or been terminated.
(b) Method of Exercise. This
Option is exercisable by delivery of an exercise notice, which
shall 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 shall be completed
by the Optionee and delivered to the Shareholder Services
Department of the Company. The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares. This Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise
Notice accompanied by such aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of this
Option unless such issuance and exercise complies with
Applicable Laws. Assuming such compliance, for income tax
purposes the Exercised Shares shall be considered transferred to
the Optionee on the date the Option is exercised with respect to
such Exercised Shares.
3. Method of Payment. Payment of
the aggregate Exercise Price shall be by any of the following,
or a combination thereof, at the election of the Optionee:
(a) cash;
(b) check;
(c) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with
the Plan; or
(d) surrender of other Shares which (i) in the case of
Shares acquired upon exercise of an option, have been owned by
the Optionee for more than six (6) months on the date of
surrender, and (ii) have a Fair Market Value on the date of
surrender equal to the aggregate Exercise Price of the Exercised
Shares.
4. 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
Optionee only by the Optionee. The terms of the Plan and this
Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
5. Term of Option. 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 Option Agreement.
6. Tax Consequences. Some of the
federal tax consequences relating to this Option, as of the date
of this Option, are set forth below. THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
(a) Exercising the Option. The
Optionee may incur regular federal income tax liability upon
exercise of an NSO. The Optionee will be treated as having
received compensation income (taxable at ordinary income tax
rates) equal to the excess, if any, of the Fair Market Value of
the Exercised Shares on the date of exercise over their
aggregate Exercise Price. If the Optionee is an Employee or a
former Employee, the Company will be required to withhold, and
the Optionee agrees that the Company shall be entitled to
withhold, from his or her compensation or collect from Optionee
and pay to the applicable taxing authorities an amount in cash
equal to a percentage of this compensation income at the time of
exercise, and may refuse to honor the exercise and refuse to
deliver Shares if such withholding amounts are not delivered at
the time of exercise.
(b) Disposition of Shares. If the
Optionee holds NSO Shares for at least one year, any gain
realized on disposition of the Shares will be treated as
long-term capital gain for federal income tax purposes.
7. Entire Agreement; Governing
Law. The Plan is incorporated herein by
reference. The Plan and this Option 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 Optionee with
respect to the
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subject matter hereof, and may not be modified adversely to the
Optionee’s interest except by means of a writing signed by
the Company and Optionee. This agreement is governed by the
internal substantive laws, but not the choice of law rules, of
Utah.
(a) NO GUARANTEE OF CONTINUED
SERVICE. OPTIONEE 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 (AND NOT THROUGH THE ACT OF BEING HIRED,
BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER).
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS 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 SHALL NOT
INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT
TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER
AT ANY TIME, WITH OR WITHOUT CAUSE.
By your signature and the signature of the Company’s
representative below, you and the Company agree that this Option
is granted under and governed by the terms and conditions of the
Plan and this Option Agreement. Optionee has reviewed the Plan
and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing
this Option Agreement and fully understands all provisions of
the Plan and Option Agreement. Optionee hereby agrees to accept
as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions relating
to the Plan and Option Agreement. Optionee further agrees to
notify the Company upon any change in the residence address
indicated below.
OPTIONEE
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Novell, Inc.: | |
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Signature
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Xxxx X. Xxxxxxxx | |
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Print Name
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Senior Vice President, People | |
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Home Address
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