Exhibit 99.(d)(5)
GEOWORKS CORPORATION
SUPPLEMENTAL STOCK OPTION PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Supplemental
Stock Option Plan (the "Plan") shall have the same defined meanings in this
Option Agreement.
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 _____________________________________
Date of Grant November 20, 2001____________________
Vesting Commencement Date November 20, 2001____________________
Exercise Price per Share $____________________________________
Total Number of Shares Granted ____________________________________
Total Exercise Price $____________________________________
Type of Option: Nonqualified Stock Option
Term/Expiration Date: November 20, 2003
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 an approximately one-year period beginning on
the date of grant, November 20, 2001. The first vest date will be December 31,
2001, when 1/12 of this Option will vest and become exercisable. On the last day
of each calendar month after December 31, 2001, an additional 1/12 of this
Option will vest and become exercisable. One-half of the unvested portion of
this Option will vest in full upon a Change of Control (as defined below),
except Optionee is terminated in connection with a Change of Control, in which
case 100% of the unvested portion of this Option new option will vest; and
"Change of Control" means:
o A merger or consolidation in which securities possessing more than 50% of
the total combined voting power of our outstanding securities are
transferred to one or more persons who were not the Company's stockholders
immediately before such merger or consolidation; or
o The sale, transfer or other disposition of all or substantially all of the
Company's assets.
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A transaction shall not constitute a Change in Control if its sole purpose is to
change the Company's state of incorporation or to create a holding company that
will be owned in substantially the same proportions by the persons who held the
Company's securities immediately before such transaction.
Termination Period:
This Option may be exercised for three months after termination of the
Optionee's employment or consulting relationship with the Company. Upon the
death or disability (as defined in Section 22(a)(3) of the Code) of the
Optionee, this Option may be exercised for such longer period as provided in the
Plan. In the event of the Optionee's change in status from Employee to
Consultant or Consultant to Employee, this Option Agreement shall remain in
effect. In no event shall this Option be exercised later than the
Term/Expiration Date as provided above.
II. AGREEMENT
1. Grant of Option. The Administrator hereby grants to the Optionee named
in the Notice of Grant attached as Part I of this Agreement (the "Optionee"), 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 15.2 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.
2. Exercise of Option.
(a) Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement. In the event
of Optionee's death, disability or other termination of Optionee's
employment or consulting relationship, the exercisability of the Option is
governed by the applicable provisions of the Plan and this Option
Agreement.
(b) Method of Exercise. This Option is exercisable by delivery of an
exercise notice, in the form attached as Exhibit A (the "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 signed by the Optionee and shall be delivered in person or by certified
mail to the Secretary 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 all relevant provisions of law and the
requirements of any stock exchange or quotation service upon which the Shares
are then listed. 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.
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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; or
(c) delivery of a properly executed exercise notice together with such
other documentation as the Administrator and the Optionee's broker (if
applicable) may require in order for the Exercise Price to be paid through
proceeds from the sale of a portion of the shares issued upon such exercise
(or through a loan in anticipation of the receipt of such proceeds).
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 and California state 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 and California state income tax liability upon exercise of a
Nonstatutory Stock Option ("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 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 over Fair
Market Value of the Exercised Shares at time of exercise 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 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 Delaware law except for that body of law
pertaining to conflict of laws.
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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: GEOWORKS
By:
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Signature
Title:
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Print Name
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Residence Address
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