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Exhibit 10.10
_____________, 1998
Re: Option Acceleration
Dear __________________:
This letter will confirm to you Xxxxxxxx's agreement regarding the
acceleration of Talarian options granted to you in connection with your
employment at Talarian (the "Options") under the following circumstances:
(i) If Talarian is Acquired (as defined below) during the term of
your employment, 50% of the unvested portion of each Option
shall accelerate and become fully vested effective on the
closing of the Acquisition, and the remainder of the Option
shall continue vesting over the original vesting period;
(ii) If Talarian is Acquired during the term of your employment, or
within 60 days thereafter, and your employment with Talarian
is terminated by Talarian without Cause (as defined below)
during the period commencing 60 days prior to the Acquisition
and continuing until 12 months thereafter, then the entire
unvested portion of each Option shall accelerate and become
fully vested effective upon the latter of the closing of the
Acquisition or the termination of your employment. For
purposes of the foregoing you will be considered terminated if
your compensation or responsibilities are materially and
adversely changed, or if the Option does not continue in
existence after the Acquisition on substantially the same or
better terms as existed prior to the Acquisition.
For purposes of this agreement "Acquired" or "Acquisition" shall
mean (i) a merger or consolidation of Talarian with or into another company
whereby the shareholders of Talarian prior to such transaction own, directly or
indirectly, less than a majority of the surviving corporation, (ii) the sale of
all or substantially all of Talarian's assets, or (iii) the sale, in one
transaction or a series of related transactions, of a majority of the voting
power of Talarian.
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______________, 1998
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Also for purposes of this agreement, "Cause" shall mean: (i) a
material failure or refusal by you to diligently perform your duties to
Talarian; provided, however, that if reasonably possible, Talarian will provide
you with 30 days advance notice to remedy the situation; (ii) intentional or
grossly negligent conduct by you that is materially detrimental to, or
materially discredits, the reputation, character or standing of Talarian,
including, without limitation, the commission of a crime of moral turpitude;
(iii) conduct by you that is intended to do injury to Xxxxxxxx; or (iv)
disability that prevents you from performing your duties for more than 90 days
in any 360 day period.
Nothing in this letter will be deemed to increase the total number
of shares exercisable pursuant to any Options held by you.
Additionally, and notwithstanding any other provision of this
letter, this letter shall be null and void, and you shall not be entitled to any
other compensation or benefit on account of this letter, if the acceleration set
forth herein would, in the opinion of Xxxxxxxx's accountants, the accountants of
an acquiror, or the SEC, result in Talarian not being able to use "pooling of
interests" accounting treatment in connection with an Acquisition in which such
accounting treatment would otherwise be used.
You will not be entitled to any other amounts or payments in
connection with a termination of employment from Talarian. As a condition to
Xxxxxxxx's obligation to accelerate the Options set forth herein, Talarian may
require you to provide it with a full release in form and substance satisfactory
to Talarian, in its reasonable discretion, at the time of acceleration of the
Options.
If the foregoing is acceptable, please sign below. Thank you very
much for your continued efforts on behalf of Xxxxxxxx.
Very truly yours,
Accepted:
________________________
