NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE PROGRESS SOFTWARE CORPORATION 2008 STOCK OPTION AND INCENTIVE PLAN
Exhibit 10.3
Initial Grant
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
UNDER THE PROGRESS SOFTWARE CORPORATION
2008 STOCK OPTION AND INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS
UNDER THE PROGRESS SOFTWARE CORPORATION
2008 STOCK OPTION AND INCENTIVE PLAN
Name of Optionee:
No. of Option Shares:
Option Exercise Price per Share: $
Grant Date:
Expiration Date:
Pursuant to the Progress Software Corporation 2008 Stock Option and Incentive Plan as amended
through the date hereof (the “Plan”), Progress Software Corporation (the “Company”) hereby grants
to the Optionee named above, who is a Director of the Company, an option (the “Stock Option”) to
purchase on or prior to the Expiration Date specified above all or part of the number of shares of
Common Stock, par value $.01 per share, of the Company (the “Stock”) at the Option Exercise Price
per share specified above subject to the terms and conditions set forth herein and in the Plan.
This Stock Option is not intended to be an “incentive stock option” under Section 422 of the
Internal Revenue Code of 1986, as amended.
1. Exercisability Schedule. This Stock Option shall be vested and exercisable on the
Grant Date with respect to ___of the Stock Option and the balance of the Stock Option shall be
exercisable in ___equal monthly increments commencing on the first day of the month immediately
following the Grant Date.
Notwithstanding the foregoing, in the event of a Sale Event, this Stock Option shall become
immediately exercisable in full, whether or not exercisable at such time.
2. Manner of Exercise.
(a) From time to time on or prior to the Expiration Date, the Optionee may give written notice
to the Administrator of his or her election to purchase some or all of the Option Shares
purchasable at the time of such notice. This notice shall specify the number of Option Shares to
be purchased.
Payment of the purchase price for the Option Shares may be made by check or any other form of
payment that is permitted by Section 5(e) of the Plan.
(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to
the Optionee on the records of the Company or of the transfer agent upon compliance to the
satisfaction of the Administrator with all requirements under applicable laws or regulations in
connection with such transfer and with the requirements hereof and of the Plan. The determination
of the Administrator as to such compliance shall be final and binding on the Optionee. The
Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option
shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall
have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the
stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting,
dividend and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option
shall be exercisable after the Expiration Date hereof.
3. Termination as Director. If the Optionee ceases to be a Director of the Company,
the portion of the Stock Option that is not exercisable at such time shall immediately terminate,
and the period within which to exercise the portion of the Stock Option that is exercisable at such
time may be subject to earlier termination as set forth below:
(a) Termination by Reason of Death. If the Optionee ceases to be a Director by reason
of the Optionee’s death, this Stock Option shall become fully vested and exercisable and may be
exercised by his or her legal representative or legatee for a period of 24 months from the date of
cessation of service as a Director or 10 days after the end of the blackout period in effect during
such post-termination period, if later; provided, however, that this Stock Option shall
nevertheless expire on the Expiration Date, if earlier.
(b) Termination by Reason of Cause. If the Optionee ceases to be a Director by reason
of the Optionee’s termination of service for Cause (as defined in the Plan), no portion of this
Stock Option may be exercised after the last day of service as a Director.
(c) Termination by Reason of Disability. If the Optionee ceases to be a Director by
reason of the Optionee’s Disability (as defined in the Plan), this Stock Option shall become fully
vested and exercisable and may be exercised by the Optionee for a period of 12 months from the date
of cessation as a Director or 10 days after the end of the blackout period in effect during such
post-termination period, if later; provided, however, that this Stock Option shall nevertheless
expire on the Expiration Date, if earlier.
(d) Other Termination. If the Optionee ceases to be a Director for any reason other
than the Optionee’s death or termination for Cause or Disability, any portion of this Stock Option
outstanding on such date, to the extent exercisable, may be exercised for a period of 90 days from
the date of cessation of services as a Director or 10 days after the end of the blackout period in
effect during such post-termination period, if later; provided, however, that this Stock Option
shall nevertheless expire on the Expiration Date, if earlier.
4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock
Option shall be subject to and governed by all the terms and conditions of the Plan, including the
powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this
Agreement shall have the meaning specified in the Plan, unless a different meaning is specified
herein.
5. Transferability. This Agreement is personal to the Optionee, is non-assignable and
is not transferable in any manner, by operation of law or otherwise, other than by will or the laws
of descent and distribution; provided, however, that with the consent of the Administrator, this
Stock Option may be transferred, without payment of consideration, to a member of the Optionee’s
immediate family or to a trust or partnership whose beneficiaries are members of the Optionee’s
immediate family.
6. No Obligation to Continue as a Director. Neither the Plan nor this Stock Option
confers upon the Optionee any rights with respect to continuance as a Director.
7. Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Optionee at the address on file
with the Company or, in either case, at such other address as one party may subsequently furnish to
the other party in writing.
| PROGRESS SOFTWARE CORPORATION | ||||||
| By: | ||||||
| Title: | ||||||
The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed
to by the undersigned.
Dated: |
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