10Q IOMEGA CORPORATION Nonstatutory Stock Option Agreement Granted Under 2007 Stock Incentive Plan
Exhibit
10.27
IOMEGA
CORPORATION
Granted
Under 2007 Stock
Incentive Plan
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1.
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Grant
of Option.
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This
agreement evidences the grant by Iomega Corporation, a Delaware corporation
(the
"Company"), on ____________ (the "Grant
Date"), to_____________, (the "Participant"), of an option
to purchase, in whole or in part, on the terms provided herein and in the
Company's 2007 Stock Incentive Plan (the "Plan"), a total of
__________ shares of common stock, $0.03
1/3 par value per share (the "Common Stock"), of the
Company (the "Shares") at $__________ per Share. Unless earlier
terminated, this option shall expire on _________ at 4:00 p.m. Eastern Time
(the
"Final Exercise Date").
It
is
intended that the option evidenced by this agreement shall not be an incentive
stock option as defined in Section 422 of the Internal Revenue Code of 1986,
as
amended, and any regulations promulgated thereunder (the
"Code"). Except as otherwise indicated by the context, the term
"Participant", as used in this option, shall be deemed to include any person
who
acquires the right to exercise this option validly under its terms.
2. Vesting
Schedule.
(a) Scheduled
Vesting. This option grant will become exercisable at the rate of
_________ percent (_____%) per year commencing on the first
anniversary of the date of grant and continuing on each subsequent
anniversary date until fully vested.
This
option shall expire upon, and will not be exercisable after, the Final Exercise
Date. The right of exercise shall be cumulative so that to the extent the option
is not exercised in any period to the maximum extent permissible, it shall
continue to be exercisable, in whole or in part, with respect to all shares
for
which it is vested until the earlier of the Final Exercise Date or the
termination of this option under Sections 3 or 4 hereof or the
Plan.
(b) Automatic
Acceleration Upon a Change in Control Event.
(i) In
the event that the surviving entity resulting from a Change of Control Event
does not assume this option, the entire option shall become vested immediately
prior to the occurrence of a Change of Control Event.
(ii) To
the extent this option remains outstanding after a Change in Control, then,
if
(x) the Participant's service is terminated by the Company or its successor
without Cause (as defined in Section 4(e) or (y) the Participant resigns from
service with the Company or its successor for Good Reason (as defined below),
in
either case prior to the second anniversary of the date of consummation of
the
Change in Control Event, then the vesting schedule of this option shall be
accelerated so that all options which remain unvested shall automatically become
vested in full effective immediately prior to the occurrence of such termination
or resignation.
(ii) For
purposes of this Section, "Good Reason" shall mean a significant diminution
in
the Participant's status, title, offices, authority, responsibilities, or
reporting requirements from and after such Change in Control Event, or any
reduction in the annual cash compensation payable to the Participant and after
the Change of Control Event, or the relocation to the place of business at
which
the Participant is principally located to a location that is greater than 50
miles from its location immediately prior to such Change in Control Event;
provided however that in the case of members of the Board of Directors, Good
Reason will not include any change in Board committee assignments or Board
committee chairmanships.
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3. Non-Solicitation;
Non-Disclosure.
(a) Non-Solicitation
of Employees. Participant agrees that during Participant’s service with the
Company, and for one year following Participant’s termination of such service,
Participant shall not, directly or indirectly, in any capacity (including but
not limited to, as an individual, a sole proprietor, partner, stockholder,
investor, officer or director of a corporation, an employee, agent, associate,
or consultant of any person, firm or corporation, or other entity) hire any
person from, attempt to hire any person from, or solicit, induce, persuade,
or
otherwise cause any person to terminate his or her service with the Company;
provided, however, that Participant’s mere association (as a director, officer,
employee, or otherwise) with an entity that hires or solicits a person employed
by Company shall not violate this provision if Participant played no part
in the introduction, hiring, solicitation, or determination of whether to hire
such candidate. Any breach of Participant’s obligations under this
paragraph shall, in addition to all other remedies available to the Company,
result in the immediate termination of this option.
(b) Non-Solicitation
of Customers. Participant agrees that during Participant’s
service with the Company and for one year following Participant’s termination of
such service, Participant shall not, directly or indirectly, in any capacity,
solicit the business of any customer of the Company except on behalf of the
Company, or attempt to induce any customer of the Company to cease or reduce
its
business with the Company; provided that following the termination of
Participant’s service with the Company, he or she may solicit a customer of the
Company to purchase goods or services that do not compete directly or indirectly
with those then offered by the Company, and provided further that Participant’s
mere association (as a director, officer, employee, or otherwise) with an entity
that solicits a customer of Company shall not violate this provision if
Participant played no part in the introduction, solicitation, or determination
of whether to solicit such customer. Any breach of Participant’s obligations
under this paragraph shall, in addition to all other remedies available to
the
Company, result in the immediate termination of this option.
(c) Non-Disclosure.
Participant agrees that, except in the ordinary and proper course of performing
his or her duties for the Company, Participant shall not disclose to others
any
proprietary, confidential or secret information, including but not limited
to
inventions, intellectual property, information relating to the Company’s
products, research, technology, development, services, clients, customers,
suppliers, employees, business, operation, activities, procedures, plans, or
proposals.
(d) Remedies.
Participant agrees and acknowledges that if Participant violates the
non-solicitation or non-disclosure provisions of this Section 3, (i)
Participant’s right to exercise this option and any other options granted by the
Company shall terminate immediately, (ii) the Company may pursue any
and all remedies available at law or in equity, including but not limited to
specific performance, injunctive relief and damages, and (iii) in addition
to
any remedies described in (ii), the Participant shall pay to the Company an
amount equal to Participant’s gain resulting from any exercise
of the option computed as the difference between the option price and
the market price on the date of exercise multiplied by the number of shares
exercised.
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4.
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Exercise
of Option.
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(a) Form
of Exercise. Each election to exercise this option shall be by
written notice of exercise signed by the Participant or by any other form of
notice authorized by the Company, and received by the Company at its principal
office, accompanied by payment in full in the manner provided in the
Plan. The Participant may purchase less than the number of shares
covered hereby, provided that no partial exercise of this option may be for
any
fractional share or for fewer than ten whole shares.
(b) Continuous
Relationship with the Company Required. Except as otherwise
provided in this Section 4, this option may not be exercised unless the
Participant, at the time he or she exercises this option, is, and has been
at
all times since the date of grant of this option, an employee, officer or
director of, or consultant or advisor to, the Company or any parent or
subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an
"Eligible Participant").
(c) Termination
of Relationship with the Company. If the Participant ceases to be
an Eligible Participant for any reason, then, except as provided in Section
3 or
in paragraphs (d) and (e) of this Section 4, the right to exercise this
option shall terminate three months after such cessation
(but in no event after the Final Exercise Date), providedthat this
option shall be exercisable only to the extent that the Participant was entitled
to exercise this option on the date of such cessation.
(d) Exercise
Upon Death or Disability. For Participants other than non-employee
Directors, if the Participant dies or becomes disabled (within the
meaning of Section 22 (e)(3) of the Code) prior to the Final Exercise Date
while
he or she is an Eligible Participant and the Company has not terminated such
relationship for “cause” as specified in paragraph (e) below, this option shall
be exercisable within the period of one year following the date of death or
disability of the Participant by the Participant (or in the case of death,
by an
authorized representative), provided that this option shall be exercisable
only
to the extent that this option was exercisable by the Participant on the date
of
his or her death or disability plus any Pro Rata Shares (as defined below),
and
further provided that this option shall not be exercisable after the Final
Exercise Date. “Pro Rata Shares” means the number of shares that
would have first become exercisable on the next anniversary of the Grant Date
times a fraction, the numerator of which is the number of days elapsed from
the
most recent anniversary of the Grant Date until the date of death or disability
and the denominator of which is 365. The provisions relating to the exercise
of
options on death, disability or retirement of a Director shall be as set forth
in an exhibit attached to each Director’s Agreement at the time of the option
grant.
(e) Discharge
for Cause. If the Participant, prior to the Final Exercise Date,
is discharged by the Company for "cause" (as defined herein), the right to
exercise this option shall terminate immediately upon the effective date of
such
discharge. “Cause” shall mean any (i) willful failure by the
Participant, which failure is not cured within 30 days of written notice to
the
Participant from the Company, to perform his or her material responsibilities
to
the Company or (ii) willful misconduct by the Participant which affects the
business reputation of the Company. The Participant shall be
considered to have been discharged for "Cause" if the Company determines, within
30 days after the Participant's resignation, that discharge for cause was
warranted.
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5.
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Withholding.
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No
Shares
will be issued pursuant to the exercise of this option unless and until the
Participant pays to the Company, or makes provision satisfactory to the Company
for payment of, any federal, state or local withholding taxes required by law
to
be withheld in respect of this option.
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6. Nontransferability
of Option.
This
option may not be sold, assigned, transferred, pledged or otherwise encumbered
by the Participant, either voluntarily or by operation of law, except by will
or
the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the
Participant.
7. Provisions
of the Plan.
This
option is subject to the provisions of the Plan, a copy of which is furnished
to
the Participant with this option.
IN
WITNESS WHEREOF, the Company has caused this option to be executed by its duly
authorized officer. This option shall take effect as a sealed
instrument.
IOMEGA
CORPORATION
Dated: By:
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Exhibit
A—
Exercise
Upon Death, Disability or
Retirement of Non-Employee Director. If the Participant is a
non-employee member of the Board of Directors (“Director”) and ceases to be such
by reason of (i) death, (ii) disability (within the meaning of Section 22(e)(3)
of the Code or any successor provision thereto) or (iii) the Director's
resignation or decision not to stand for re-election at age 55 of older
following five years of consecutive service as a Director, then the period
during which then vested, exercisable options may be exercised shall be two
years rather than three months (but in no event after the Final
Exercise Date). In addition, if a Director's service is terminated by
reason of death or disability, all unvested options shall automatically vest
and
become immediately exercisable for said two year period following such death
or
disability (but not after the tenth anniversary of the grant
date). In such case, this option may be exercised by the Participant
or by the person to whom this option is transferred by will, by the laws of
descent and distribution. Except as otherwise indicated by the
context, the term “Participant,” as used in this option, shall be deemed to
include the estate of the Participant or any person who acquires the right
to
exercise this option by bequest or inheritance or otherwise by reason of the
death of the Participant.
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PARTICIPANT'S
ACCEPTANCE
The
undersigned hereby accepts the option granted ____________ and agrees to the
terms and conditions thereof. The undersigned hereby acknowledges
receipt of a copy of the Company's 2007 Stock Incentive Plan and
Prospectus.
PARTICIPANT:
Signature
Print
Name:
Address:
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