Exhibit 10.25
Attention! There may be tax
consequences associated with the acceptance or exercising of options granted under this
agreement. Tax laws vary by jurisdiction. You should consult with your tax
professional before accepting or exercising these options.
THIS
AGREEMENT is made as of the ____ day of _______, 200__, by and between:
| COGNOS INCORPORATED, a company |
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|
First and Last name of Employee |
|
| incorporated under the laws of Canada | |
- and - | |
| (hereinafter called the "Company") | |
| |
(hereinafter called the "Employee") | |
WHEREAS the Employee is an employee
of the Company or a subsidiary of the Company;
AND WHEREAS the Company has agreed to
grant a stock option to the Employee pursuant to the Company’s 2003-2008 Stock Option
Plan (Incentive and Non-Qualified) (the “Plan”) upon the exercise of which the
Employee may acquire common shares (hereinafter called “Common Shares”) in the
capital stock of the Company as constituted at the date hereof;
AND WHEREAS the purchase price per
Optioned Share (as hereafter defined) is not less than the fair market value of the Common
Shares on the date hereof;
AND WHEREAS the stock option
evidenced by this Agreement is subject to all of the terms and conditions of the Plan
which shall govern in the event of a conflict with the terms and conditions of this
Agreement.
NOW THEREFORE the parties agree as
follows:
| 1. |
|
The
Company hereby grants to the Employee, as of the date hereof, subject to the
terms and conditions set out herein and in the Plan, an option to
purchase Common Shares (hereinafter called the “Optioned
Shares”) at a price of $XX.XX CDN per share, the said option to
terminate at 5:00 p.m. Ottawa time on the dates indicated below (hereinafter
called the “Expiry Date(s)”) and in the meantime being
exercisable on the dates indicated below (hereinafter called the
“Exercise Date(s)”): |
|
OPTIONED |
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OPTION |
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EXERCISE |
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EXPIRY |
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|
SHARES | |
TYPE | |
DATE(S) | |
DATE(S) | |
| |
If,
at any time between the Exercise Date and the Expiry Date, the employee does not exercise
his/her option as to all of the Optioned Shares in respect of which the option is
exercisable on such date, then the Employee will be entitled at any subsequent time or
times up to the Expiry Date to purchase such Optioned Shares in respect of which the
option has not been exercised. |
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| 2. |
|
If
before the Expiry Date, the Employee’s employment with the Company or one
of its subsidiaries is terminated for “cause” as defined in the Plan,
the Employee’s options shall terminate on the last day of employment with
the Company and shall thereafter not be exercisable. If before the Expiry date,
the Employee’s employment with the Company or one of its subsidiaries is
terminated for reasons other than “cause” (as defined in the Plan),
or if before the Expiry Date the Employee resigns from the Company or one of
its subsidiaries, then the Employee, within thirty (30) days after the date of
such termination or resignation (but in no event later than the specified
expiration date), can exercise the option as if he/she had continued to be an
employee of the Company and to the extent that he/she had a right under
Paragraph 1 of this Agreement to exercise the option at the date of such
termination or resignation. At the end of such thirty (30) day period, this
option shall cease and terminate and be of no further force or effect
whatsoever. |
| 3.(a) |
|
In
the event of the death of the Employee, all options granted to the Employee
shall become exercisable immediately prior to the death of the Employee, and
his/her estate, personal legal representative or beneficiary who has acquired
the options by will or by the laws of descent and distribution, may exercise
the options to the extent that the Employee could have exercised them, at any
time on or before the earlier of (i) the first (1st) anniversary of
the date of the Employee’s death if the Employee is an executive officer,
(b) the second (2nd) anniversary of the date of the Employee’s
death for all other cases, or (c) the specified expiration date of the option.
At the end of the applicable period, the option hereby granted shall forthwith
cease and terminate and be of no further force or effect. |
| 3.(b) |
|
If
an Employee ceases to be employed by the Company by reason of his or her
retirement (as defined in the Plan), no further installments of an option will
become exercisable and such Employee shall have the right to exercise any
option held by him or her on the date of retirement from employment, to the
extent otherwise exercisable on that date, any time on or before the earlier of
(i) the second (2nd) anniversary of that date, and (ii) the
specified expiration date of the option. If the Employee dies or is
incapacitated during that period, then the Employee’s personal
representative may exercise the foregoing rights. |
| 4. |
|
The
option hereby granted is non-transferable and shall be exercisable only by the
Employee or his/her personal representative from time to time, by giving notice
in writing to the Company referring to this Agreement and setting forth the
number of Optioned Shares in respect of which the option is then being
exercised, and such notice shall be accompanied by cash or a certified cheque
payable to the Company in the full amount of the purchase price for the
Optioned Shares being purchased. Such notice shall specify the address to which
the share certificate or certificates shall be sent, and any such share
certificate or certificates shall be sufficiently sent if mailed postage
prepaid in an envelope addressed to the Employee at such address. |
| 5. |
|
In
the event of any subdivision of the Common Shares of the Company, as those
shares are now constituted, into a greater number of shares at any time while
this option is outstanding and in the case of the issue of shares of the
Company to the holders of its outstanding Common Shares by way of stock
dividend or dividends (other than an issue of shares to shareholders pursuant
to their exercise of options to receive dividends in the form of shares of the
Company in lieu of cash dividends declared payable in the ordinary course by
the Company on its Common Shares), the Company shall thereafter deliver at the
time of purchase of shares pursuant to the exercise of the option hereby
granted, in lieu of the number of Common Shares in respect of which the option
to purchase is being exercised as provided for herein, such greater number and
such other class of shares of the Company as the Employee would have been
entitled as a result of such subdivision, or such stock dividend had the option
been exercised before such subdivision or stock dividend. |
| 6. |
|
In
the event of any consolidation of the Common Shares of the Company into a
lesser number of shares at any time while this option is outstanding, the
Company shall thereafter deliver and the Employee shall accept, at the time of
any purchase of shares pursuant to the exercise of the option hereby granted,
in lieu of the number of Common Shares in respect of which the option to
purchase is being exercised as provided herein, such lesser number of shares of
the Company as the Employee would have been entitled as a result of such
consolidation had the option been exercised before such consolidation. |
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| 7. |
|
In
the event of any reclassification of the Common Shares of the Company at any
time while this option is outstanding, the Company shall thereafter deliver and
the Employee shall accept, at the time of purchase of shares pursuant to the
exercise of the option hereby granted, in lieu of the number of Common Shares
in respect of which the option to purchase is being exercised as provided for
herein, the number of shares of the Company of the appropriate class or classes
as the Employee would have been entitled as a result of such reclassification. |
| 8. |
|
Other
than the right to receive the Optioned Shares on the exercise of the option in
accordance herewith, the Employee shall have no rights as a shareholder in
respect of the Optioned Shares until after the exercise. |
| 9. |
|
The
Employee acknowledges that the Company’s obligation to issue and deliver
Optioned Shares is subject to (a) completion of such registration or other
qualification of such shares or obtaining approval of such government authority
as the Company shall determine to be necessary or advisable in connection with
the authorization, issuance or sale thereof; (b) the admission of such shares
to listing on any stock exchange on which the Company’s Common Shares may
then be listed; and (c) the receipt from the Employee of such representations,
agreements and undertakings as to future dealings in such shares as the Company
determines to be necessary or advisable in order to safeguard against the
violation of the securities laws of any jurisdiction. In this connection, the
Employee agrees that (a) no sale or transfer of any or all of the Optioned
Shares will be made except pursuant to an opinion of counsel satisfactory to
the Company to the effect that such sale or transfer will not result in the
violation of applicable securities laws; and (b) the Company may cause the
certificates representing the Optioned Shares to bear a legend referring to the
foregoing restriction on transfer and that the Company may issue to its
transfer agent “stop transfer” instructions with respect to the
Optioned Shares. |
| 10. |
|
The
Employee acknowledges that all decisions and interpretations of the Board of
Directors respecting this stock option or the Plan shall be conclusive and
binding on all holders of options granted thereunder. |
| 11. |
|
The
Employee shall not be entitled to assign this Agreement, any of the rights or
benefits provided for herein except as provided for in the Plan. Time shall be
the essence of this Agreement. This Agreement shall be binding upon any
successor or successors of the Company. |
| COGNOS INCORPORATED | |
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| Per: ____________________________ | |
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________________________________ | |
| W. John Jussup | |
) | |
First and Last Name of Employee | |
| Vice-President, | |
) | |
| Chief Legal Officer & Secretary | |
) | |
| |
Attention! There
may be tax consequences associated with the acceptance or exercising of options granted
under this agreement. Tax laws vary by jurisdiction. You should consult with
your tax professional before accepting or exercising these options |
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