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EXHIBIT 4.14
DIRECTORS NON-STATUTORY STOCK OPTION AGREEMENT
UNDER THE
CYBERGUARD CORPORATION STOCK INCENTIVE PLAN
This Stock Option Agreement ("Agreement") is entered into as of the ___
day of _______, between CyberGuard Corporation (the "Corporation"), a Florida
corporation having its principal office in Ft. Lauderdale, Florida, and
____________, (the "Director"), a director of the Corporation.
1. THE OPTION. Under and subject to the provisions of the Corporation's
Stock Incentive Plan as in effect on the date hereof (the "Plan"), the
Corporation hereby grants to the Director a Non-Statutory Stock Option
("Option"), to acquire _______ shares of the Corporation's Common Stock at the
price of $_______per share, that was the fair market value of the Common Stock
on the date of grant, as follows:
(a) The Option shall be exercisable immediately and shall
remain exercisable for ten years from the date hereof, except in
the event of the Director's death, in which case it shall remain
exercisable as described in the Plan.
(b) During the lifetime of the Director, the Option shall be
exercisable only by the Director; after the Director's death, the
Option shall be exercisable as described in the Plan.
(c) Notwithstanding any other provision of this Agreement,
the Option shall expire no later than ten years from the date of
this Agreement, and shall not be exercisable thereafter.
(d) Upon a Change in Control, any outstanding Option shall
immediately become exercisable.
2. EXERCISE OF OPTION. The Option may be exercised by delivering to the
Corporation at the office of the Corporate Secretary (i) a written notice,
signed by the person entitled to exercise the Option, stating the number of
shares such person then elects to purchase hereunder, (ii) payment in an amount
equal to the full purchase price of the shares then to be purchased, and (iii)
in the event the Option is exercised by any person other than the Director,
evidence satisfactory to the Corporation that such person has the right to
exercise the Option. Payment shall be made (a) in cash, (b) in previously
acquired shares of Common Stock of the Corporation, valued at their Fair Market
Value on the day preceding the exercise date of the Option, or (c) in any
combination of cash and such shares. Shares tendered in payment of the
purchase price which have been acquired through an exercise of a stock option
shall have been held at least six (6) months prior to exercise of the Option.
Upon the due exercise of the Option, the Corporation shall issue in the name of
the person exercising the Option, and deliver to the Director, one or more
certificates for the shares in respect of which the Option shall have been so
exercised. The Director acknowledges that the Director does not have any
rights as a shareholder in respect of any shares as to which the Option shall
not have been duly exercised and that no rights as a shareholder shall arise in
respect of any such shares until and except to the extent that a certificate or
certificates for such shares shall have been issued.
3. PROHIBITION AGAINST TRANSFER. The Option and rights granted by the
Corporation under this Agreement are not transferable except by will or the
laws of descent and distribution. Without limiting the generality of the
foregoing, the Option may not be assigned, transferred except as aforesaid,
pledged or hypothecated, shall not be assignable by operation of law, and shall
not be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge,
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hypothecation or other disposition of the Option contrary to the provisions
hereof, or the levy of any execution, attachment or similar process upon the
Option, shall be null and void and without effect.
4. ADJUSTMENTS. In case there shall be a merger, reorganization,
consolidation, recapitalization, stock dividend or other change in corporate
structure such that shares of Common Stock are changed into or become
exchangeable for a larger or smaller number of shares, the number of shares
subject to outstanding Options shall be increased or decreased in direct
proportion to the increase or decrease in the number of shares of Common Stock
by reason of such change in corporate structure. The number of shares shall
always be a whole number, and the purchase price per share of any outstanding
Options shall, in the case of an increase in the number of shares, be
proportionately reduced, and in the case of a decrease in the number of shares,
shall be proportionately increased.
5. COMMITTEE. The Committee administering the Plan shall have authority,
subject to the express provisions of the Plan as in effect from time to time,
to construe this Agreement and the Plan, to establish, amend and rescind rules
and regulations relating to the Plan, and to make all other determinations in
the judgment of the Committee necessary or desirable for the administration of
the Plan. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in this Agreement in the manner and to the extent
it shall deem expedient to carry the Plan into effect, and it shall be the sole
and final judge of such expediency.
6. INCORPORATION OF PLAN PROVISIONS. This Agreement is made pursuant to
the Plan, the terms and conditions of which are hereby incorporated by
reference. Capitalized terms not otherwise defined herein have the meanings
set forth in the Plan. In the event of a conflict between the terms of this
Agreement and the Plan, the terms of the Plan shall govern.
7. MISCELLANEOUS. Words such as "herein", "hereof" and "hereunder" when
used in this Agreement shall refer to this Agreement as a whole unless the
context otherwise requires. This Agreement, together with any written
Employment Agreement between Employee and Corporation, constitute the entire
agreement and supersede all prior agreements and understandings, both oral and
written, between the parties hereto with respect to the subject matter hereof,
and, except as expressly provided herein and therein, are not intended to
confer upon any person other than the parties hereto any rights or remedies.
This Agreement shall be governed by and construed in accordance with the laws
of the State of Florida. This Agreement may be amended or modified only in a
written document executed by both of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Stock Option
Agreement in duplicate as of the day and year first above written.
CYBERGUARD CORPORATION
By:
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EMPLOYEE