Exhibit (a)(15)
United Kingdom Stock Option Agreement
REDBACK NETWORKS INC.
1999 Stock Incentive Plan Nonstatutory Stock Option Agreement
Tax This option is a nonqualified option under Xxxxxxx 000 xx
Xxxxxxxxx xxx Xxxxxx Xxxxxx Internal Revenue Service Code.
Vesting This option becomes exercisable in installments, as shown in
the Notice of Stock Option Grant.
In addition, this option becomes exercisable in full if your
service as an employee, consultant or director of the
Company or a subsidiary of the Company terminates because of
death. If your service as an employee, consultant or
director of the Company (or a subsidiary of the Company)
terminates because of total and permanent disability, then
the exercisable portion of this option will be determined by
adding 12 months to your actual period of service.
No additional shares become exercisable after your service
as an employee, consultant or director of the Company or a
subsidiary of the Company has terminated for any other
reason.
Term This option expires in any event at the close of business at
Company headquarters on the day before the 5th anniversary
of the Date of Grant, as shown in the Notice of Stock Option
Grant. (It will expire earlier if your service terminates,
as described below.)
Regular If your service as an employee, consultant or director of
Termination the Company or a subsidiary of the Company terminates for
any reason except death or total and permanent disability,
then this option will expire at the close of business at
Company headquarters on the date three months after your
termination date. The Company determines when your service
terminates for this purpose.
Death If you die as an employee, consultant or director of the
Company or a subsidiary of the Company, then this option
will expire at the close of business at Company headquarters
on the date 12 months after the date of death.
Disability If your service as an employee, consultant or director of
the Company or a subsidiary of the Company terminates
because of your total and permanent disability, then this
option will expire at the close of business at Company
headquarters on the date six months after your termination
date.
For all purposes under this Agreement, "total and permanent
disability" means that you are unable to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be
expected to result in death or which has lasted, or can be
expected to last, for a continuous period of not less than
one year.
Leaves of For purposes of this option, your service does not terminate
Absence when you go on a military leave, a sick leave or another
bona fide leave of absence, if the leave was approved by the
Company in writing and if continued crediting of service is
required by the terms of the leave or by applicable law. But
your service terminates when the approved leave ends, unless
you immediately return to active work.
Restrictions The Company will not permit you to exercise this option if
on Exercise the issuance of shares at that time would violate any law or
regulation.
Notice of When you wish to exercise this option, you must notify the
Exercise Company by filing the proper "Notice of Exercise" form at
the address given on the form. Your notice must specify how
many shares you wish to purchase. Your notice must also
specify how your shares should be registered (in your name
only or in your and your spouse's names as community
property or as joint tenants with right of survivorship).
The notice will be effective when it is received by the
Company.
If someone else wants to exercise this option after your
death, that person must prove to the Company's satisfaction
that he or she is entitled to do so.
Form of When you submit your notice of exercise, you must include
Payment payment of the option exercise price for the shares you are
purchasing. Payment may be made in one (or a combination of
two or more) of the following forms:
o Your personal check, a cashier's check or a money
order.
o Irrevocable directions to a securities broker approved
by the Company to sell all or part of your option
shares and to deliver to the Company from the sale
proceeds an amount sufficient to pay the option
exercise price and any withholding taxes. (The balance
of the sale proceeds, if any, will be delivered to
you.) The directions must be given by signing a special
"Notice of Exercise" form provided by the Company.
o Irrevocable directions to a securities broker or lender
approved by the Company to pledge option shares as
security for a loan and to deliver to the Company from
the loan proceeds an amount sufficient to pay the
option exercise price and any withholding taxes. The
directions must be given by signing a special "Notice
of Exercise" form provided by the Company.
Responsibility You hereby acknowledge and agree that the ultimate liability
for Taxes for any and all tax, social insurance and payroll tax
withholding ("Tax-Related Items") is and remains your
responsibility and liability and that the Company, its
subsidiaries and affiliates and/or your employer: (a) make
no representations or undertakings regarding the treatment
of any Tax-Related Items in connection with any aspect of
the option grant, including the grant, vesting or exercise
of the option and the subsequent sale of shares acquired
pursuant to such exercise; and (b) do not commit to
structure the terms of the grant or any aspect of the option
to reduce or eliminate your liability for Tax-Related Items.
You agree that prior to the exercise, assignment, release or
cancellation of the option, you shall pay or make adequate
arrangements satisfactory to the Company and/or your
employer to satisfy all withholding obligations of the
Company and/or your employer. In this regard, you authorize
the Company and/or your employer to withhold all applicable
Tax-Related Items legally payable by you from your wages or
other cash compensation paid to you by the Company and/or
your employer or from proceeds of sale. Alternatively, or in
addition, if permissible under local law, you agree and
acknowledge that the Company may sell or arrange for the
sale of shares that you are due to acquire to meet the
minimum withholding obligation for Tax-Related Items. Any
estimated withholding which is not required in satisfaction
of any Tax-Related Items will be repaid to you by the
Company or your employer. Finally, you agree that you shall
pay to the Company or your employer any amount of any
Tax-Related Items that the Company or your employer may be
required to withhold as a result of your participation in
the Plan or your purchase of shares that cannot be satisfied
by the means previously described.
Joint Election The exercise of the option is subject to and conditional
upon your execution of a joint election between you and the
Company and/or your employer (the "Election") which Election
must first be formally approved by the Inland Revenue and
remain in force thereafter, to provide for the shifting of
any Secondary Class 1 National Insurance Contribution
("NIC") liability in connection with the exercise,
assignment, release or cancellation of the option (the
"Chargeable Event") from the Company and/or your employer to
you. By accepting the option, you hereby consent to and
agree to satisfy any liability that the Company and/or your
employer realizes with respect to NIC payments required to
be paid by the Company and/or your employer in connection
with the exercise, assignment, release or cancellation of
the option. You hereby authorize the Company and/or your
employer to withhold any such NICs from the payroll or the
sale of a sufficient number of the option shares upon the
occurrence of a Chargeable Event. In the alternative, you
hereby agree to make payment on demand for such exercise,
assignment, release or cancellation by cash or check to the
Company or your employer who will remit such contributions
to the Inland Revenue. You authorize the Company to withhold
the transfer of any shares unless payment is received within
the requisite period. If additional consents and/or any
elections are required to accomplish the foregoing, you
agree to provide them promptly upon request and acknowledge
that the exercise of the option is conditional upon
providing any such elections or consents, including without
limitation, the Election. Once approved by the Inland
Revenue, the Election will be provided to you by the Company
or your employer shortly thereafter (the "Effective Time").
If the Election is not signed and returned to the Company or
your employer within 60 calendar days of the Effective Time,
the option shall become null and void without any liability
to the Company and/or your employer and may not be exercised
and shall lapse with immediate effect.
Loan You agree and authorize that any withholding, deduction or
Agreement payment on account of any Tax-Related Items indicated above
must occur within 30 days after the exercise, assignment,
release or cancellation of the option (the "Due Date"). If
payment or withholding is not made by the Due Date, the
amount of any uncollected Tax-Related Items shall constitute
a loan owed by you to your employer, effective on the Due
Date. You agree that the loan will bear interest at the UK
statutory rate and it will be immediately due and repayable
and the Company and/or your employer may recover it at any
time thereafter by any of the means referred to above. You
hereby authorize the Company to withhold the transfer of
shares unless and until the loan is repaid in full. If any
of the foregoing methods of collection are not allowed under
applicable law, the Company may rescind the option.
Restrictions By signing this Agreement, you agree not to sell any option
on Resale shares at a time when applicable laws, Company policies or
an agreement between the Company and its underwriters
prohibit a sale. This restriction will apply as long as you
are an employee, consultant or director of the Company or a
subsidiary of the Company.
Transfer Prior to your death, only you may exercise this option. You
of Option cannot transfer or assign this option. For instance, you may
not sell this option or use it as security for a loan. If
you attempt to do any of these things, this option will
immediately become invalid. You may, however, dispose of
this option in your will or a beneficiary designation.
Regardless of any marital property settlement agreement, the
Company is not obligated to honor a notice of exercise from
your former spouse, nor is the Company obligated to
recognize your former spouse's interest in your option in
any other way.
Retention Your option or this Agreement do not give you the right to
Rights be retained by the Company or a subsidiary or affiliate of
the Company in any capacity. The Company and its
subsidiaries and affiliates reserve the right to terminate
your service at any time, with or without cause.
Nature of In accepting the grant, you acknowledge that: (i) the Plan
Grant is discretionary in nature and may be suspended or
terminated by the Company at any time; (ii) the grant of the
option is voluntary and occasional and does not create any
contractual or other right to receive future grants of
options, or benefits in lieu of options even if options have
been granted repeatedly in the past; (iii) all decisions
with respect to any such future grants will be at the sole
discretion of the Company; (iv) your participation in the
Plan shall not create a right to further employment with
your employer and shall not interfere with the ability of
your employer to terminate your employment relationship at
any time with or without cause; (v) your participation in
the Plan is voluntary; (vi) the value of the option is an
extraordinary item which is outside the scope of your
employment contract, if any; (vii) the option is not part of
normal or expected compensation or salary for any purposes,
including, but not limited to, calculating any severance,
resignation, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or
similar payments; (viii) in the event of involuntary
termination of your employment, your right to receive the
option and vest in options under the Plan, if any, will
terminate effective as of the date that you are no longer
actively employed regardless of any reasonable notice period
mandated under local law; furthermore, in the event of
involuntary termination of employment, your right to
exercise the options after termination of employment, if
any, will be measured by the date of termination of your
active employment and will not be extended by any reasonable
notice period mandated under local law; (ix) the option has
been granted to you in your status as an employee of your
employer, and, in the event that your employer is not the
Company, the option grant can in no event be understood or
interpreted to mean that the Company is your employer or
that you have an employment relationship with the Company;
(x) the future value of the underlying shares is
unknown and cannot be predicted with certainty; (xi) if the
underlying shares do not increase in value, the option will
have no value; and (xii) no claim or entitlement to
compensation or damages arises from termination of the
option or diminution in value of the option or shares
purchased through exercise of the option and you irrevocably
release the Company and your employer from any such claim
that may arise.
Stockholder You, or your estate or heirs, have no rights as a
Rights stockholder of the Company until you have exercised this
option by giving the required notice to the Company and
paying the exercise price. No adjustments are made for
dividends or other rights if the applicable record date
occurs before you exercise this option, except as described
in the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar
change in Company stock, the number of shares covered by
this option and the exercise price per share may be adjusted
pursuant to the Plan.
Data Privacy You hereby explicitly and unambiguously consent to the
collection, use and transfer, in electronic or other form,
of your personal data as described in this document by and
among, as applicable, your employer and the Company and its
subsidiaries and affiliates for the exclusive purpose of
implementing, administering and managing your participation
in the Plan.
You understand that your employer, the Company and its
subsidiaries and affiliates hold certain personal
information about you, including, but not limited to, your
name, home address and telephone number, date of birth,
social insurance number or other identification number,
salary, nationality, job title, any shares of stock or
directorships held in the Company, details of all options or
any other entitlement to shares of stock awarded, canceled,
exercised, vested, unvested or outstanding in your favor,
for the purpose of implementing, administering and managing
the Plan ("Data"). You understand that Data may be
transferred to any third parties assisting in the
implementation, administration and management of the Plan,
that these recipients may be located in your country, or
elsewhere, and that the recipient's country may have
different data privacy laws and protections than your
country. You authorize the recipients to receive, possess,
use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and
managing your participation in the Plan, including any
requisite transfer of such Data as may be required to a
broker or other third party with whom you may elect to
deposit any shares of stock acquired upon exercise of the
option. You understand that Data will be held only as long
as is necessary to implement, administer and manage your
participation in the Plan. You understand that you may, at
any time, view Data, request additional information about
the storage and processing of Data, require any necessary
amendments to Data or withdraw the consents herein by
contacting in writing your local human resources
representative. You understand that withdrawal of consent
may affect your ability to exercise or realize benefits from
the option.
Applicable This Agreement will be interpreted and enforced under the
Law laws of the State of Delaware (without regard to their
choice-of-law provisions).
Severability The provisions of this Agreement are severable and if any
one or more provisions may be determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining
provisions shall nevertheless be binding and enforceable.
The Plan and The text of the Plan is incorporated in this Agreement by
Other reference.
Agreements This Agreement and the Plan constitute the entire
understanding between you and the Company regarding this
option. Any prior agreements, commitments or negotiations
concerning this option are superseded. This Agreement may be
amended only by another written agreement, signed by both
parties.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
