The Option. Under and subject to the provisions of the Corporation's Employee Stock Option Plan as in effect from time to time ("Plan"), the Corporation hereby grants to Employee a non-statutory option to purchase an aggregate of _________ shares of Common Stock of the Corporation at the price of U.S. $_________ per share ("Option"), subject to the following conditions: (a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereof. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment. (b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation. (c) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date hereof and shall not be exercisable thereafter. (d) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby: (i) After the end of one year and prior to the end of two years from the date hereof, not more than thirty-three percent (33.333%); (ii) After the end of two years and prior to the end of three years from the date hereof, not more than sixty-six percent (66.666%); (iii) After the end of three years from the date hereof, one-hundred percent (100%).
Appears in 1 contract
Samples: Non Statutory Stock Option Agreement (Proctor David)
The Option. Under and subject to the provisions of the Corporation's Employee Stock Option Incentive Plan as in effect from time to time (the "Plan"), 1996 the Corporation hereby grants to the Employee a non-statutory option an Incentive Stock Option (the "Option"), which complies with Section 422 of the Internal Revenue Code ("Code") to purchase an aggregate of _________ 28,000 shares of Common Stock of the Corporation at the price of U.S. $_________ 10.67 per share ("Option")share, subject to the following conditions:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the first date hereofof Employee's employment, which was March 5, 1996 ("Anniversary Date"). Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(c) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five ten (10) years from the date hereof Anniversary Date, and shall not be exercisable thereafter.
(d) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) After the end of one year and prior to the end of two years from the date hereofAnniversary Date, not more than thirty-three percent (33.333%);
(ii) After the end of two years and prior to the end of three years from the date hereofAnniversary Date, not more than sixty-six percent (66.666%);
(iii) After the end of three years from the date hereofAnniversary Date, one-hundred percent (100%).
(e) Upon a Change in Control, any outstanding Option shall immediately become exercisable.
Appears in 1 contract
The Option. Under and subject to the provisions of the Corporation's Employee Stock Option Incentive Plan as in effect from time to time (the "Plan"), the Corporation hereby grants to the Employee a non-statutory option an Incentive Stock Option (the "Option"), that is intended to comply with Section 422 of the Internal Revenue Code ("Code") to purchase an aggregate of _________ shares of Common Stock of the Corporation at the price of U.S. $_________ per share ("Option")share, subject to the following conditions:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereof. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(c) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date hereof of this Agreement, and shall not be exercisable thereafter.
(d) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) After the end of one year and prior to the end of two years from the date hereof, not more than thirty-three percent (33.333%);
(ii) After the end of two years and prior to the end of three years from the date hereof, not more than sixty-six percent (66.666%);
(iii) After the end of three years from the date hereof, one-hundred percent (100%).
(e) For the purposes of this Agreement, the definition of the term "Change in Control" contained in Section 2 (c) of the Plan shall be amended by deleting the percentage "80%" contained in such Section 2 (c) and substituting in its place the percentage "30%". Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, if (i) individuals who constitute the Incumbent Board continue to constitute in excess of forty percent (40%) of the Board, and (ii) the Board Committee and the Board each unanimously determine that it would be in the best interest of the Corporation for an event that would constitute a Change in Control not to accelerate the vesting of the exercisability of the Option, and (iii) Employee's employment with the Corporation is not terminated by the Corporation within one year after the Change in Control, and (iv) within one year after the Change in Control Employee's principal work location is not moved geographically by more than 75 miles (if Employee is a sales representative whose principal work location is not the Company's Fort Lauderdale headquarters, then the 75-mile limitation contained this subsection 1(e)(iv) shall be 500 miles), then the Board Committee, in its sole discretion, may take any one or more of the following actions: (x) determine to retain the existing schedule of exercisability of the Option as described in Section 1(d) hereof ("Vesting Schedule"); (y) modify the Vesting Schedule so that some, but not all, of the Option's exercisability accelerates; and (z) change the dates under the Vesting Schedule so that some or all of the Options become exercisable on dates earlier than those set forth in the Vesting Schedule.
Appears in 1 contract
The Option. Under and subject to the provisions of the Corporation's Employee Stock Option Incentive Plan as in effect from time to time ("Plan"), the Corporation hereby grants to Employee a non-statutory option an incentive stock option, that is intended to comply with Section 422 of the Internal Revenue Code, to purchase an aggregate of _________ shares of Common Stock of the Corporation at the price of U.S. $_________ $ per share ("Option"), subject to the following conditions:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereofof hire. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(c) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date hereof and shall not be exercisable thereafter.
(d) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(iiv) After the end of one year and prior to the end of two years from the date hereof, not more than thirty-three percent (33.333%);
(iiv) After the end of two years and prior to the end of three years from the date hereof, not more than sixty-six percent (66.666%);
(iiivi) After the end of three years from the date hereof, one-hundred percent (100%).
Appears in 1 contract
The Option. Under and subject to the provisions of the Corporation's Employee Stock Option Plan as in effect from time to time ("Plan"), the Corporation hereby grants to Employee a non-statutory option to purchase an aggregate of _________ shares of Common Stock of the Corporation at the price of U.S. $_________ $ per share ("Option"), subject to the following conditions:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereofof hire. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(c) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date hereof and shall not be exercisable thereafter.
(d) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) After the end of one year and prior to the end of two years from the date hereof, not more than thirty-three percent (33.333%);
(ii) After the end of two years and prior to the end of three years from the date hereof, not more than sixty-six percent (66.666%);
(iii) After the end of three years from the date hereof, one-hundred percent (100%).
Appears in 1 contract
The Option. Under and subject to the provisions of the Corporation's Employee Stock Option Incentive Plan as in effect from time to time (the "Plan"), on February 4, 1996 the Corporation hereby grants granted to the Employee an Incentive Stock Option (the "Option"), which complies with Section 422 of the Internal Revenue Code ("Code"). On March 18, 1996, the Corporation's three-for-one stock split became effective and this Amended and Restated Incentive Stock Option Agreement is being entered into to reflect that the number of shares subject to the Option has, as a nonresult of the stock split, been multiplied by three and the per-statutory share exercise price of the Option has been divided by three. As a result of the stock split, the Option granted February 4, 1996 is now an option to purchase an aggregate of _________ 54,540 shares of Common Stock of the Corporation at the price of U.S. $_________ 5.50 per share ("Option")share. In all other respects, subject to the following conditionsOption shall remain the same, as follows:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereof. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(c) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date hereof of this Agreement, and shall not be exercisable thereafter.
(d) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) After From the end of one year date hereof and prior to the end of two years one year from the date hereof, not more than thirty-three percent (33.333%);
(ii) After the end of two years one year and prior to the end of three two years from the date hereof, not more than sixty-six percent (66.666%);
(iii) After the end of three two years from the date hereof, one-hundred percent (100%).
Appears in 1 contract
The Option. Under and subject to the provisions of the Corporation's Employee Stock Option Incentive Plan as in effect from time to time (the "Plan"), on February 4, 1996 the Corporation hereby grants granted to the Employee a nonNon-statutory Statutory Stock Option (the "Option"). On March 18, 1996, the Corporation's three-for-one stock split became effective and this Amended and Restated Incentive Stock Option Agreement is being entered into to reflect that the number of shares subject to the Option has, as a result of the stock split, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock split, the Option granted February 4, 1996 is now an option to purchase an aggregate of _________ 20,460 shares of Common Stock of the Corporation at the price of U.S. $_________ 5.50 per share ("Option")share. In all other respects, subject to the following conditionsOption shall remain the same, as follows:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereof. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(c) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date hereof of this Agreement, and shall not be exercisable thereafter.
(d) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned option hereby:
(i) After the end of one year and prior to the end of two years from the date hereof, not more than thirty-three percent (33.333%);
(ii) After the end of two years and prior to the end of three years from the date hereof, not more than sixty-six percent (66.666%);
(iii) After the end of three years from the date hereof, one-hundred percent (100%).
(e) Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a Change of Control.
Appears in 1 contract
Samples: Non Statutory Stock Option Agreement (Cyberguard Corp)
The Option. Under and subject to the provisions of the Corporation's Employee Stock Option Incentive Plan as in effect from time to time (the "Plan"), on February 4, 1996 the Corporation hereby grants granted to the Employee an Incentive Stock Option (the "Option"), which complies with Section 422 of the Internal Revenue Code ("Code"). On March 18, 1996, the Corporation's three-for-one stock split became effective and this Amended and Restated Incentive Stock Option Agreement is being entered into to reflect that the number of shares subject to the Option has, as a nonresult of the stock split, been multiplied by three and the per-statutory share exercise price of the Option has been divided by three. As a result of the stock split, the Option granted February 4, 1996 is now an option to purchase an aggregate of ____________ shares of Common Stock of the Corporation at the price of U.S. $__________ per share ("Option")share. In all other respects, subject to the following conditionsOption shall remain the same, as follows:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereof. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(c) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date hereof of this Agreement, and shall not be exercisable thereafter.
(d) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) After the end of one year and prior to the end of two years from the date hereof, not more than thirty-three percent (33.333%);
(ii) After the end of two years and prior to the end of three years from the date hereof, not more than sixty-six percent (66.666%);
(iii) After the end of three years from the date hereof, one-hundred percent (100%).
(e) Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, (i) individuals who constitute the Incumbent Board continue to constitute in excess of three-fourths (3/4) of the Board as described in Section 2(b) of the Plan, and (ii) the Board Committee and the Board each unanimously determine that it would be in the best interest of the Corporation for an event that would constitute a Change in Control not to accelerate the vesting of the exercisability of the Option, and (iii) Employee's employment with the Corporation is not terminated by the Corporation within one year after the Change in Control, and (iv) within one year after the Change in Control Employee's principal work location is not moved geographically by more than 75 miles (if Employee is a sales representative whose principal work location is not the Company's Fort Lauderdale headquarters, then the 75-mile limitation contained this subsection 1(e)(iv) shall be 500 miles), then the Board Committee, in its sole discretion, may take any one or more of the following actions: (x) determine to retain the existing schedule of exercisability of the Option as described in Section 1(d) hereof ("Vesting Schedule"); (y) modify the Vesting Schedule so that some, but not all, of the Option's exercisability accelerates; and (z) change the dates under the Vesting Schedule so that some or all of the Options become exercisable on dates earlier than those set forth in the Vesting Schedule. The sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a Change in Control.
Appears in 1 contract
The Option. Under and subject to the provisions of the Corporation's Employee Stock Option Incentive Plan as in effect from time to time (the "Plan"), on February 4, 1996 the Corporation hereby grants granted to the Employee an Incentive Stock Option (the "Option"), which complies with Section 422 of the Internal Revenue Code ("Code"). On March 18, 1996, the Corporation's three-for-one stock split became effective and this Amended and Restated Incentive Stock Option Agreement is being entered into to reflect that the number of shares subject to the Option has, as a nonresult of the stock split, been multiplied by three and the per-statutory share exercise price of the Option has been divided by three. As a result of the stock split, the Option granted February 4, 1996 is now an option to purchase an aggregate of _________ 54,540 shares of Common Stock of the Corporation at the price of U.S. $_________ 5.50 per share ("Option")share. In all other respects, subject to the following conditionsOption shall remain the same, as follows:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereof. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(c) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date hereof of this Agreement, and shall not be exercisable thereafter.
(d) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) After the end of one year and prior to the end of two years from the date hereof, not more than thirty-three percent (33.333%);
(ii) After the end of two years and prior to the end of three years from the date hereof, not more than sixty-six percent (66.666%);
(iii) After the end of three years from the date hereof, one-hundred percent (100%).
(e) Upon a Change in Control, any outstanding Option shall Notwithstanding the foregoing, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a Change in Control.
Appears in 1 contract
The Option. Under and subject to the provisions of the Corporation's Employee Stock Option Plan as in effect from time to time ("Plan"), the The Corporation hereby grants to Employee a non-statutory option to purchase an aggregate of ____________ shares of Common Stock of the Corporation at the price of U.S. $_____________________ per share (the "Option"), subject to the following conditions:
(a) A. The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereofof hire. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) B. During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(c) C. Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the Employee's date hereof of hire, and shall not be exercisable thereafter.
(d) D. The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) 1. After the end of one year and prior to the end of two years from the date hereofof hire, not more than thirty-three percent (33.333%);
(ii) 2. After the end of two years and prior to the end of three years from the date hereofof hire, not more than sixty-six percent (66.666%);
(iii) 3. After the end of three years from the date hereofof hire, one-hundred percent (100%).
Appears in 1 contract
Samples: Non Statutory Stock Option Agreement (Cyberguard Corp)
The Option. Under and subject to the provisions of the Corporation's Employee Stock Option Plan as in effect from time to time ("Plan"), the The Corporation hereby grants to Employee a non-statutory option to purchase an aggregate of _________ 50,000 shares of Common Stock of the Corporation at the price of U.S. $_________ per share (the "Option"), subject to the following conditions:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereof. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 2) is applicable) only while the Employee continues as an employee of the Corporation.
(c) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date hereof hereof, and shall not be exercisable thereafter.
(d) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is further limited to the following percentages of the aggregate number of shares optioned hereby:
(i) After the end of one year and prior to the end of two years from the date hereof, not more than thirty-three percent (33.333%);
(; ii) After the end of two years and prior to the end of three years from the date hereof, not more than sixty-six percent (66.666%);
ii) After the end of two years and prior to the end of three years from the date hereof, not more than sixty-six percent (66.666%);
iii) After the end of three years from the date hereof, one-hundred percent (100%).
Appears in 1 contract
Samples: Non Statutory Stock Option Agreement (Cyberguard Corp)
The Option. Under On February 4, 1996 the Corporation granted to the Employee a Non-Statutory Stock Option (the "Option"). On March 18, 1996, the Corporation's three-for-one stock split became effective and this Amended and Restated Non-Statutory Stock Option Agreement is being entered into to reflect that the number of shares subject to the provisions Option has, as a result of the Corporation's Employee Stock stock split, been multiplied by three and the per-share exercise price of the Option Plan as in effect from time to time ("Plan")has been divided by three. As a result of the stock split, the Corporation hereby grants to Employee a non-statutory Option granted February 4, 1996 is now an option to purchase an aggregate of _________ 17,460 shares of Common Stock of the Corporation at the price of U.S. $_________ 5.50 per share ("Option")share, subject to the following terms and conditions:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereof. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(cb) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date hereof of this Agreement, and shall not be exercisable thereafter.
(dc) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) After From the end of one year date hereof and prior to the end of two years one year from the date hereof, not more than thirty-three percent (33.333%);
(ii) After the end of two years one year and prior to the end of three two years from the date hereof, not more than sixty-six percent (66.666%);
(iii) After the end of three two years from the date hereof, one-hundred percent (100%).
(e) Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a Change of Control.
(f) In the event of a conflict between the provisions of this Agreement and any provisions of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth in the Employment Agreement shall control.
Appears in 1 contract
Samples: Non Statutory Stock Option Agreement (Cyberguard Corp)