EXHIBIT 4.2
INFORMIX CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
1. Grant of Option. Informix Corporation (the "Company")
hereby grants to ____________ (the "Employee") under the Informix
Corporation 1994 Stock Option and Award Plan (the "Plan"), as a
separate incentive in connection with his or her employment and not
in lieu of any salary or other compensation for his or her
services, a nonqualified stock option to purchase, on the terms and
conditions set forth in this Agreement and the Plan, all or any
part of an aggregate of __________ shares of authorized shares of
common stock, $0.01 par value, of the Company ("Common Stock"), at
the purchase price set forth in paragraph 2 of this Agreement. The
option granted hereby is not intended to be an Incentive Stock
Option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended.
2. Exercise Price. The purchase price per share (the
"Option Price") shall be $__________, which is the fair market
value per share of the Common Stock on ___________, the effective
date of this Agreement. The Option Price shall be payable in the
legal tender of the United States or its equivalent.
3. Number of Shares. The number and class of shares
specified in paragraph 1 above, and/or the Option Price, are
subject to appropriate adjustment in the event of changes in the
capital stock of the Company by reason of stock dividends, split-
ups or combinations of shares, reclassifications, mergers,
consolidations, reorganizations or liquidations. Subject to any
required action of the stockholders of the Company, if the Company
shall be the surviving corporation in any merger or consolidation,
the option granted hereunder (to the extent that it is still
outstanding) shall pertain to and apply to the securities to which
a holder of the same number of shares of Common Stock that are then
subject to the option would have been entitled. To the extent that
the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Committee, whose
determination in that respect shall be final, binding and
conclusive.
4. Commencement of Exercisability. Except as otherwise
provided in this Agreement, the right to exercise the option
awarded by this Agreement shall accrue as to 25% of the shares
subject to such option on the first anniversary of the date of this
Agreement, and as to an additional 25% on each succeeding
anniversary date, until the right to exercise this option shall
have accrued with respect to 100% of the shares subject to such
option. Notwithstanding any contrary provision of the preceding
sentence, if the Employee incurs a Termination of Employment on
account of Death or Disability prior to the time when this option
is fully exercisable, the right to exercise the option awarded by
this Agreement shall, on the date of death or Disability, accrue as
to an additional 25% of the shares subject to this option (in
addition to the shares (if any) which have become exercisable
pursuant to the preceding sentence).
5. Termination of Option. In the event of the Employee's
Termination of Employment by the Company or an Affiliate for cause,
the Employee may, prior to such Termination of Employment, or
within ten (10) years from the date of this Agreement, whichever
shall first occur, exercise the option to the extent the right to
exercise the option had accrued as of the date of such Termination.
Except as provided in the preceding sentence, in the event of the
Employee's Termination of Employment for a reason other than death,
the Employee may, within three (3) months after the date of such
Termination or within ten (10) years from the date of this
Agreement, whichever shall first occur, exercise the option to the
extent the right to exercise the option had accrued as of the date
of such Termination. In the event the Employee shall die within
such three (3) month period, or shall die while in the employ of
the Company or an Affiliate, the option may be exercised by the
Employee's transferee, as hereinafter provided, to the same extent
the right to exercise the option had accrued as of the date of
death, for a period of one (1) year after the date of the
Employee's death.
6. Persons Eligible to Exercise. The option shall be
exercisable during the Employee's lifetime only by the Employee.
The option shall be non-transferable by the Employee other than by
a beneficiary designation made in a form and manner acceptable to
the Committee (in its sole discretion), or by will or the
applicable laws of descent and distribution.
7. After the Death of Employee. To the extent exercisable
after the Employee's death, the option shall be exercised only by
the Employee's designated beneficiary or beneficiaries, or if no
beneficiary survives the Employee, by the person or persons
entitled to the option under the Employee's will, or if the
Employee shall fail to make testamentary disposition of the option,
his or her legal representative. Any transferee exercising the
option must furnish the Company (a) written notice of his or her
status as transferee, (b) evidence satisfactory to the Company to
establish the validity of the transfer of the option and compliance
with any laws or regulations pertaining to said transfer, and
(c) written acceptance of the terms and conditions of the option as
prescribed in this Agreement.
8. Exercise of Option. The option may be exercised by the
person then entitled to do so as to any shares which may then be
purchased (a) by giving written notice of exercise to the Company,
specifying the number of full shares to be purchased and
accompanied by full payment of the purchase price thereof (and the
amount of any income tax the Company is required by law to withhold
by reason of such exercise), and (b) by giving satisfactory
assurances in writing if requested by the Company, signed by the
person exercising the option, that the shares to be purchased upon
such exercise are being purchased for investment and not with a
view to the distribution thereof.
9. Suspension of Exercisability. If at any time the Company
shall determine, in its discretion, that the listing, registration
or qualification of the shares covered by the option upon any
securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory authority, is
necessary or desirable as a condition of the purchase of shares
hereunder, the option may not be exercised, in whole or in part,
unless and until such listing, registration, qualification, consent
or approval shall have been effected or obtained free of any
conditions not acceptable to the Company. The Company shall make
reasonable efforts to meet the requirements of any such state or
federal law or securities exchange and to obtain any such consent
or approval of any such governmental authority.
10. No Rights of Stockholder. Neither the Employee nor any
person claiming under or through said Employee shall be or have any
of the rights or privileges of a stockholder of the Company in
respect of any of the shares issuable upon the exercise of the
option, unless and until certificates representing such shares
shall have been issued, recorded on the records of the Company or
its transfer agents or registrars, and delivered to Employee.
11. Option has No Effect on Employment. The terms of
Employee's employment shall be determined from time to time by the
Company, or the Affiliate employing the Employee, as the case may
be, and the Company, or the Affiliate employing the Employee, as
the case may be, shall have the right, which is hereby expressly
reserved, to terminate or change the terms of the employment of the
Employee at any time for any reason whatsoever, with or without
good cause.
12. Addresses for Notices. Any notice to be given to the
Company under the terms of this Agreement shall be addressed to the
Company, in care of its Treasury Operations Manager, 0000 Xxxxxxxx
Xxxxx, Xxxxx Xxxx, XX 00000, or at such other address as the
Company may hereafter designate in writing. Any notice to be given
to the Employee shall be addressed to the Employee at the address
set forth beneath the Employee's signature hereto, or at such other
address as the Employee may hereafter designate in writing. Any
such notice shall be deemed to have been duly given if and when
enclosed in a properly sealed envelope, addressed as aforesaid,
registered or certified and deposited, postage and registry fee
prepaid, in a United States post office.
13. Non-Transferability of Option. Except as otherwise
herein provided, the option herein granted and the rights and
privileges conferred hereby shall not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to sale under execution,
attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of said option, or
of any right or privilege conferred hereby, contrary to the
provisions hereof, or upon any attempted sale under any execution,
attachment or similar process upon the rights and privileges
conferred hereby, said option and the rights and privileges
conferred hereby shall immediately become null and void.
14. Maximum Term of Option. Notwithstanding any other
provision of this Agreement, this option is not exercisable after
the expiration of eleven (11) years from the date of this
Agreement.
15. Binding Agreement. Subject to the limitation on the
transferability of the option contained herein, this Agreement
shall be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the
parties hereto.
16. Plan Governs. This Agreement is subject to all terms
and provisions of the Plan. In the event of a conflict between one
or more provisions of this Agreement and one or more provisions of
the Plan, the provisions of the Plan shall govern. Terms used in
this Agreement that are not defined in this Agreement shall have
the meaning set forth in the Plan.
17. Committee Authority. The Committee shall have all
powers and discretion necessary or appropriate to interpret the
Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are
consistent therewith and to interpret or revoke any such rules.
All actions taken and all interpretations and determinations made
by the Committee in good faith shall be final and binding upon
Employee, the Company and all other interested persons. No member
of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to
the Plan or this Agreement.
18. Determination of Disability. The Committee (or its
delegate), in making the determination as to whether the Employee
has incurred a Disability, may require the Employee to be examined
(and later reexamined) by a physician or physicians selected by the
Committee (or its delegate). Failure by the Employee to comply
with such examination or reexamination shall result in a
determination that the Employee has not incurred a Disability.
19. Captions. Captions provided herein are for convenience
only and are not to serve as a basis for interpretation or
construction of this Agreement.
20. Agreement Severable. In the event that any provision in
this Agreement shall be held invalid or unenforceable, such
provision shall be severable from, and such invalidity or
unenforceability shall not be construed to have any effect on, the
remaining provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement,
in duplicate, effective as of the day and year specified in paragraph 2
of this Agreement.
INFORMIX CORPORATION
By______________________________
Employee Signature
____________________________
____________________________
____________________________
Address
____________________________
Social Security Number
