CONSTANT CONTACT, INC. Form of Incentive Stock Option Agreement Granted Under 2007 Stock Incentive Plan
Exhibit 10.6
1. Grant of Option.
This agreement evidences the grant by Constant Contact, Inc., a Delaware corporation (the
“Company”), on , 200[ ] (the “Grant Date”) to [ ], an
employee of the Company (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 (the “Shares”) of common stock, $0.01 par value per share, of the
Company (“Common Stock”) at $[ ] per Share. Unless earlier terminated, this
option shall expire at 5:00 p.m., Eastern time, on [ ] (the “Final Exercise Date”).
It is intended that the option evidenced by this agreement shall 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.
This option will become exercisable (“vest”) as to [___]% of the original number of Shares (the
“Initial Vesting Amount”) on the [___] anniversary of the Grant Date and as to an additional
[ ]% of the original number of Shares at the end of each successive [ ] period
following the [ ] anniversary of the Grant Date until the [ ] anniversary of the Grant
Date (the “End 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 Section 3 hereof or the Plan.
3. Exercise of Option.
(a) Form of Exercise. Each election to exercise this option shall be in writing,
signed by the Participant, and received by the Company at its principal office, accompanied by this
agreement, and 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.
(b) Continuous Relationship with the Company Required. Except as otherwise provided
in this Section 3, 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 Grant Date, an employee
or
officer 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 paragraphs (d) and (e) below, the
right to exercise this option shall terminate three months after such cessation (but in no event
after the Final Exercise Date), provided that this option shall be exercisable only
to the extent that the Participant was entitled to exercise this option on the date of such
cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date,
violates the non-competition or confidentiality provisions of any employment contract,
confidentiality and nondisclosure agreement or other agreement between the Participant and the
Company, the right to exercise this option shall terminate immediately upon written notice to the
Participant from the Company describing such violation.
(d) Exercise Period Upon Death or Disability. 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 transferee), 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, and further provided that this option shall not be exercisable
after the Final Exercise Date.
(e) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s
employment is terminated by the Company for Cause (as defined below), the right to exercise this
option shall terminate immediately upon the effective date of such termination of employment. If
the Participant is party to an employment or severance agreement with the Company that contains a
definition of “cause” for termination of employment, “Cause” shall have the meaning ascribed to
such term in such agreement. Otherwise, “Cause” shall mean willful misconduct by the Participant
or willful failure by the Participant to perform his or her responsibilities to the Company
(including, without limitation, breach by the Participant of any provision of any employment,
consulting, advisory, nondisclosure, non-competition or other similar agreement between the
Participant and the Company), as determined by the Company, which determination shall be
conclusive. 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.
4. Tax Matters.
(a) Withholding. 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.
(b) Disqualifying Disposition. If the Participant disposes of Shares acquired upon
exercise of this option within two years from the Grant Date or one year after such Shares were
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acquired pursuant to exercise of this option, the Participant shall notify the Company in writing
of such disposition.
5. 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.
6. 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 under its corporate seal
by its duly authorized officer. This option shall take effect as a sealed instrument.
| CONSTANT CONTACT, INC. | ||||||||||
Dated:
|
By: | |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
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PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the terms and conditions
thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2007 Stock
Incentive Plan.
| PARTICIPANT: | ||||||
| Address: | ||||||
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1. Grant
of Option.
This
agreement evidences the grant by Constant Contact, Inc., a Delaware
corporation (the “Company”), on ___, 200[ ] (the “Grant Date”) to [_____],
an employee of the Company (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 (the “Shares”) of common stock, $0.01 par
value per share, of the Company (“Common Stock”) at $[_____] per Share.
Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time,
on [_______] (the “Final Exercise Date”).
It is intended that the option evidenced by this agreement
shall 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)
This option will become exercisable (“vest”) as to [__]% of the original number of Shares (the “Initial Vesting Amount”) on the [_______] anniversary of the Grant Date and as to an additional [_____]% of the original number of Shares at the end of each successive [__________] period following the [__________] anniversary of the Grant Date until the [__________] anniversary of the Grant Date (the “End Date”).
(b) 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 Section 3 hereof or the Plan.
(c) In the event of a Change of Control (as defined below), notwithstanding anything herein to the contrary, immediately prior to the closing of the Change of Control, 50% of then unvested Shares shall automatically vest and become exercisable. In such event, the balance of the unvested Shares shall continue to vest as set forth in Section 2(a) until this option is vested in full.
If, following a Change of Control, the Participant's employment with the Company is terminated by the Company without Cause (as defined below) prior to the one year anniversary of such Change of Control, all then unvested Shares shall automatically vest and become exercisable.
(d) For the purposes of this Agreement, “Change of Control” shall mean (i) the
consolidation or merger of the Company with or into any other corporation or other entity (other
than a merger or consolidation in which all or substantially all of the individuals and entities
who were beneficial owners of the outstanding securities entitled to vote generally in the election
of directors of the Company immediately prior to such transaction beneficially own, directly or
indirectly, more than 50% of the outstanding securities entitled to vote generally in the election
of directors of the resulting, surviving or acquiring corporation in such transaction), (ii) the
sale of all or substantially all of the properties and assets of the Company as an entirety to any
other person, or (iii) the sale or transfer, in a single transaction or series of related
transactions, of outstanding capital stock representing at least a majority of the voting power of
the outstanding capital stock of the Company immediately following such transaction.
3. Exercise of Option.
(a) Form of Exercise. Each election to exercise this option shall be in writing,
signed by the Participant, and received by the Company at its principal office, accompanied by this
agreement, and 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.
(b) Continuous Relationship with the Company Required. Except as otherwise provided
in this Section 3, 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 Grant Date, an employee or officer
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 paragraphs (d) and (e) below, the
right to exercise this option shall terminate three months after such cessation (but in no event
after the Final Exercise Date), provided that this option shall be exercisable only
to the extent that the Participant was entitled to exercise this option on the date of such
cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date,
violates the non-competition or confidentiality provisions of any employment contract,
confidentiality and nondisclosure agreement or other agreement between the Participant and the
Company, the right to exercise this option shall terminate immediately upon written notice to the
Participant from the Company describing such violation.
(d) Exercise Period Upon Death or Disability. 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 transferee), 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, and further provided that this option shall not be exercisable
after the Final Exercise Date.
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(e) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s
employment is terminated by the Company for Cause (as defined below), the right to exercise this
option shall terminate immediately upon the effective date of such termination of employment. If
the Participant is party to an employment or severance agreement with the Company that contains a
definition of “cause” for termination of employment, “Cause” shall have the meaning ascribed to
such term in such agreement. Otherwise, “Cause” shall mean willful misconduct by the Participant
or willful failure by the Participant to perform his or her responsibilities to the Company
(including, without limitation, breach by the Participant of any provision of any employment,
consulting, advisory, nondisclosure, non-competition or other similar agreement between the
Participant and the Company), as determined by the Company, which determination shall be
conclusive. 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.
4. Tax Matters.
(a) Withholding. 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.
(b) Disqualifying Disposition. If the Participant disposes of Shares acquired upon
exercise of this option within two years from the Grant Date or one year after such Shares were
acquired pursuant to exercise of this option, the Participant shall notify the Company in writing
of such disposition.
5. 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.
6. 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 under its corporate seal
by its duly authorized officer. This option shall take effect as a sealed instrument.
| CONSTANT CONTACT, INC. |
||||
| Dated: _________ | By: | |||
| Name: | ||||
| Title: | ||||
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PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the terms and conditions
thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2007 Stock
Incentive Plan.
| PARTICIPANT: | ||||
| Address: | ||||
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