EXHIBIT 10.18
UGS CAPITAL CORP. AND UGS CAPITAL CORP. II
2004 MANAGEMENT INCENTIVE PLAN
THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS
OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER
AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH
IN THE STOCKHOLDERS AGREEMENT AMONG UGS CAPITAL CORP.,
UGS CAPITAL CORP. II, UGS HOLDINGS, INC., UGS CORP. AND CERTAIN
STOCKHOLDERS OF UGS CAPITAL CORP. AND UGS CAPITAL CORP. II,
DATED AS OF MAY 24, 2004 (THE "STOCKHOLDERS AGREEMENT").
UGS CAPITAL CORP. STRONGLY ENCOURAGES YOU TO SEEK THE
ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH
RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES. THANK YOU.
UGS CAPITAL CORP.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Agreement evidences a stock option granted by UGS Capital Corp., a
Delaware corporation (the "Company"), to the undersigned (the "Optionee"),
pursuant to, and subject to the terms of, the UGS Capital Corp. and UGS Capital
Corp. II 2004 Management Incentive Plan (the "Plan"), which is incorporated
herein by reference and of which the Optionee hereby acknowledges receipt.
1. Grant of Option. The Company grants to the Optionee as of
2. , an option (the "Option") to purchase, in whole or in part, on the
terms provided herein and in the Plan, that total number of shares set forth in
Schedule A (the "Option Shares") of Class A-4 Common Stock of the Company, par
value $.001 per share, at an exercise price of ($ ) per share. The Option
evidenced by this Agreement is intended to be a non-qualified option and is
granted to the Optionee in an Employment capacity as an employee. The latest
date on which this Option, or any portion of it, may be exercised shall be ,
2015 (the "Final Exercise Date).
3. Meaning of Certain Terms. Except as otherwise defined herein, all
initially-capitalized terms used in this Agreement shall have the same meaning
as in the Plan and the Stockholders Agreement. As used herein with respect to
the Option, the term "vest" means to become exercisable in whole or in specified
part.
4. Vesting of Option. The Option shall vest in accordance with Schedule A.
5. Exercise of Option. Each election to exercise this Option shall be in
writing, signed by the Participant or the Participant's executor, administrator,
or legally appointed representative (in the event of the Participant's
incapacity) or the person or persons to whom this Option is transferred by will
or the applicable laws of descent and distribution (collectively, the "Option
Holder"), and received by the Company at its principal office, accompanied by
payment in full as provided in the Plan. Subject to the
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further terms and conditions provided in the Plan, the purchase price may be
paid by delivery of cash or check acceptable to the Administrator or by such
other method provided under the Plan and explicitly approved by the
Administrator. In the event that this Option is exercised by an Option Holder
other than the Participant, the Company will be under no obligation to deliver
Shares hereunder unless and until it is satisfied as to the authority of the
Option Holder to exercise this Option.
6. Cessation of Employment. Unless the Administrator determines otherwise,
the following will apply if the Optionee's Employment ceases:
(a) To the extent the Option is not vested prior to cessation of
Employment, the Option will be forfeited immediately by the Optionee
and will terminate.
(b) To the extent the Option is vested prior to cessation of Employment,
the Option will remain exercisable for the shorter of (i) a period
of 60 days (6 months if Employment ceased due to death or
disability) or (ii) the period ending on the Final Exercise Date,
and will thereupon terminate.
(c) Notwithstanding Section 5(b), the Option will immediately terminate
if the Optionee's Employment is terminated by the Company for Cause
(as defined below).
(d) The Company has certain rights at or after cessation of employment
to repurchase vested options (or shares issued upon exercise of
vested options) pursuant to Section 6 of the Stockholders Agreement.
This right of repurchase must be exercised within 90 days after the
date of cessation of Employment (or within 90 days after the
exercise of the Option if the Option can be exercised after the
cessation of Employment) or the right will lapse.
(e) As used herein, "Cause" is defined as (i) material breach of any
agreement entered into between the Optionee and the Company after
notice and an opportunity to cure, (ii) material failure to follow
the Company's policies, directives or orders applicable to Company
employees holding comparable positions after notice and an
opportunity to cure, (iii) intentional destruction or theft of
Company property or falsification of Company documents, or (iv)
conviction of a felony or any crime involving moral turpitude.
7. Share Restrictions, etc. The Optionee's rights to Option Shares are
subject to the restrictions and other provisions contained in the Plan and the
Stockholders Agreement in addition to such other restrictions, if any, as may be
imposed by law. In the event of a conflict between the Plan or this Agreement
and the Stockholders Agreement, the Stockholders Agreement shall control.
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8. Legends, etc. Option Shares issued upon exercise shall bear such
legends as are required by the Stockholders Agreement and as may be determined
by the Administrator prior to issuance.
9. Transfer of Option. This Option is not transferable by the Optionee
other than upon death of the Optionee, by will or the applicable laws of descent
and distribution.
10. Withholding. The exercise of the Option will give rise to "wages"
subject to withholding. The Optionee expressly acknowledges and agrees that the
Optionee's rights hereunder, including the right to be issued Shares upon
exercise, are subject to the Optionee promptly paying to the Company in cash (or
by such other means as may be acceptable to the Administrator in its discretion)
all taxes required to be withheld. The Optionee also authorizes the Company or
its subsidiaries to withhold such amount from any amounts otherwise owed to the
Optionee.
By acceptance of this Option, the undersigned hereby becomes a party to,
and is bound by the terms of, the Stockholders Agreement among UGS Capital
Corp., UGS Capital Corp. II, UGS Holdings, Inc., UGS Corp. and certain
stockholders of UGS Capital Corp. and UGS Capital Corp. II, dated as of May 24,
2004, in each case treating the undersigned as a "Manager" and the Option Shares
as "Incentive Shares". The effectiveness of this Option is conditioned on the
execution and delivery by the undersigned of an Employee Agreement between UGS
Corp. and the undersigned.
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Executed as of the _________ day of ___________________, 2005.
UGS Capital Corp. UGS Capital Corp.
__________________________________
Name: Xxxxxxx X. Xxxxxx
Title: Chairman, CEO and President
Optionee __________________________________
Name:
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SCHEDULE A
VESTING SCHEDULE
Total number of Option Shares: ____________
20% Shares are exercisable on or after the one year anniversary of the grant of
this Option; and
an additional 1.67% Shares are exercisable after the last day of each month
during the four year period following the one year anniversary of the grant of
this Option.
UGS Confidential A-1
