Exhibit (d)(4)
[LOGO] MatrixOne
1996 STOCK PLAN
Stock Option Agreement
MatrixOne, Inc. ("Company") hereby grants the following stock option pursuant to
its 1996 Stock Plan. This stock option is subject to the attached documents
referenced below, which are incorporated herein.
Name of Employee ("Employee"): .......................................................... "Employee Name"
Date of this option grant: ..................................................................... "x/x/03"
Number of shares of Company Common Stock subject to this option ("Option Shares"): .................... x
Option exercise price per share: ...................................................................... x
Number, if any, of Option Shares that may be purchased on grant date: ................................. x
Number of Option Shares subject to vesting schedule: .................................................. x
Vesting Start Date: ................................................................................... x
Type of Option ................................................................... "Type of Stock Option"
Attached Documents .................... "1996 Stock Plan - Stock Option Agreement - Terms and Conditions"
Vesting Schedule
Date Shares Become Exercisable
---- -------------------------
x ...................................... x shares
x ........................... x additional shares
x ........................... x additional shares
x ........................... x additional shares
x ........................... x additional shares
x ........................... x additional shares
x ........................... x additional shares
x ........................... x additional shares
x ........................... x additional shares
x ........................... x additional shares
Payment alternatives - specify any of Section 8(a)(i) though (iv): ...... "Section 8(a) (i) through (iv)"
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MATRIXONE, INC.
____________________________________ By:____________________________________
Signature of Employee Its Duly Authorized Representative
____________________________________
Street Address
____________________________________
City/State/Zip Code
[LOGO] MatrixOne
1996 Stock Plan
Stock Option Agreement - Terms and Conditions
1. Grant Under 1996 Stock Plan. This option is granted pursuant to and is
governed by the Company's Second Amended and Restated 1996 Stock Plan (the
"Plan") and, unless the context otherwise requires, terms used herein shall have
the same meaning as in the Plan. Determinations made in connection with this
option pursuant to the Plan shall be governed by the Plan as it exists on this
date.
2. Type of Stock Option; Other Options.
(a) Type of Stock Option: The cover page hereof specifies the option
type. If the type is "Incentive Stock Option", this option is intended to
qualify as an incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder (the "Code"). If the
type is "Nonqualified Stock Option", this option is a non-statutory stock option
and is not intended to qualify as an incentive stock option under Section 422 of
the Code.
(b) Other Options: This option is in addition to any other options
heretofore of hereafter granted to the Employee by the Company or any Related
Corporation (as defined in the Plan), but a duplicate original of this
instrument shall not affect the grant of another option.
3. Vesting of Option if Employment Continues. The Employee may exercise this
option on or after the date of this option grant for the number of shares of
Common Stock, if any, indicated on the cover page hereof. If the Employee has
remained continuously employed by the Company through the dates listed on the
vesting schedule set forth on the cover page hereof, the Employee may exercise
this option for the additional number of shares of Common Stock set opposite the
applicable vesting date. Notwithstanding the foregoing, the Board may, under
certain circumstances, accelerate the date that any installment of this option
becomes exercisable. The foregoing rights are cumulative and (subject to
Sections 4 or 5 hereof if the Employee ceases to be employed by the Company) may
be exercised only before the date which is ten years from the date of this
option grant.
4. Termination of Employment.
(a) Termination Other Than for Cause: If the Employee ceases to be
employed by the Company and all Related Corporations, other than by reason of
death or disability as defined in Section 5 or termination for Cause as defined
in Section 4(c), no further installments of this option shall become
exercisable, and this option shall terminate (and may no longer be exercised) on
the earlier of (i) sixty (60) days after the termination of the Employee's
employment, or (ii) the scheduled expiration date of this option. In such a
case, the Employee's only rights hereunder shall be those which are properly
exercised before the termination of this option.
(b) Termination for Cause: If the employment of the Employee is
terminated for Cause (as defined in Section 4(c)), this option shall terminate
upon the Employee's receipt of written notice of such termination and shall
thereafter not be exercisable to any extent whatsoever.
(c) Definition of Cause: "Cause" shall mean conduct involving one or more
of the following: (i) the substantial and continuing failure of the Employee,
after notice thereof, to render services to the Company or Related Corporation
in accordance with the terms or requirements of his or her employment; (ii)
disloyalty, gross negligence, willful misconduct, dishonesty or breach of
fiduciary duty to the Company or Related Corporation; (iii) the commission of an
act of embezzlement or fraud; (iv) deliberate disregard of the rules or policies
of the Company or Related Corporation which results in direct or indirect loss,
damage or injury to the Company or Related Corporation; (v) the unauthorized
disclosure of any trade secret or confidential information of the Company or
Related Corporation; or (vi) the commission of an act which constitutes unfair
competition with the Company or Related Corporation or which induces any
customer or supplier to breach a contract with the Company or Related
Corporation.
5. Death; Disability.
(a) Death: If the Employee dies while in the employ of the Company or any
Related Corporation, this option may be exercised, to the extent otherwise
exercisable on the date of his or her death, by the Employee's estate, personal
representative or beneficiary to whom this option has been assigned by will or
the laws of descent and distribution, until the earlier of (i) the specified
expiration date of this option or (ii) 180 days from the date of the Employee's
death.
(b) Disability: If the Employee ceases to be employed by the Company and
all Related Corporations by reason of his or her disability (as defined in the
Plan), this option may be exercised, to the extent otherwise exercisable on the
date of the termination of his or her employment, at any time within 180 days
after such termination, but not later than the scheduled expiration date of this
option.
(c) Effect of Termination: At the expiration of the 180-day period
provided in paragraph (a) or (b) of this Section 5 or the scheduled expiration
date of this option, whichever is the earlier, this option shall terminate (and
shall no longer be exercisable) and the only rights hereunder shall be those as
to which the option was properly exercised before such termination.
6. Partial Exercise. The Employee may exercise this option in part at any time
and from time to time within the above limits, except that the Employee may not
exercise this option for a fraction of a share unless such exercise is with
respect to the final installment of stock subject to this option and cash in
lieu of a fractional share must be paid, in accordance with Paragraph 13(G) of
the Plan, to permit the Employee to exercise completely such final installment.
Any fractional share with respect to which an installment of this
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option cannot be exercised because of the limitation contained in the preceding
sentence shall remain subject to this option and shall be available for later
purchase by the Employee in accordance with the terms hereof.
7. Acquisition of the Company
(a) Consequences of an Acquisition.
(i) Upon the occurrence of an Acquisition, (x) the vesting
provisions of all then unvested portions of this option shall become accelerated
by a period of 24 months and (y) the Board of Directors of the Company or the
board of directors of the surviving or acquiring entity (as used in this Section
7(a)(i), the "Board"), shall, as to this option (on the same basis as to other
options or on different bases, as the Board shall specify), make appropriate
provision for the continuation of this option by the Company or the assumption
of this option by the surviving or acquiring entity and by substituting on an
equitable basis for the shares then subject to this option either (i) the
consideration payable with respect to the outstanding shares of Common Stock in
connection with the Acquisition, (ii) shares of stock of the surviving or
acquiring corporation or (iii) such other securities as the Board deems
appropriate, the fair market value of which (as determined by the Board in its
sole discretion) shall not materially differ from the fair market value of the
shares of Common Stock subject to this option immediately preceding the
Acquisition. In addition to or in lieu of the foregoing, with respect to this
option, the Board may, upon written notice to the Employee, provide (a) that
this option shall become immediately exercisable in full; (b) that this option
must be exercised within a specified number of days of the date of such notice,
at the end of which period this option shall terminate; or (c) that this option
shall be terminated in exchange for a cash payment equal to the excess of the
fair market value (as determined by the Board in its sole discretion) for the
shares subject to this option over the exercise price hereof.
(ii) Acquisition Defined. An "Acquisition" shall mean: (x) the sale
of the Company by merger in which the shareholders of the Company in their
capacity as such no longer own a majority of the outstanding equity securities
of the Company (or its successor); or (y) any sale of all or substantially all
of the assets or capital stock of the Company (other than in a spin-off or
similar transaction) or (z) any other acquisition of the business of the
Company, as determined by the Board.
(b) Parachute Shares. Notwithstanding the provisions of Section 7(a)(i),
if, in connection with an Acquisition described therein, a tax under Section
4999 of the Code would be imposed on the Employee (after taking into account the
exceptions set forth in Sections 280G(b)(4) and 280G(b)(5) of the Code), then
the number of shares under this option which shall become exercisable,
realizable or vested as provided in such section shall be reduced (or delayed),
to the minimum extent necessary, so that no such tax would be imposed on the
Employee (the shares not becoming so accelerated, realizable or vested, the
"Parachute Shares"); provided, however, that if the "aggregate present value" of
the Parachute Shares would exceed the tax that, but for this sentence, would be
imposed on the Employee under Section 4999 of the Code in connection with the
Acquisition, then the shares shall become exercisable, realizable and vested in
accordance with Section 7(a)(i), without regard to the provisions of this
sentence. For purposes of the preceding sentence, the "aggregate present value"
of the Parachute Shares shall be calculated on an after-tax basis (other than
taxes imposed by Section 4999 of the Code) and shall be based on economic
principles rather than the principles set forth under Section 280G of the Code
and the regulations promulgated thereunder. All determinations required to be
made under this Section 7(b) shall be made by the Company.
8. Payment of Price.
(a) Payment Methods: The option price shall be paid in the following
manner:
(i) in United States dollars in cash or by check;
(ii) subject to Section 8(b) below, by delivery of shares of the
Company's Common Stock having a fair market value (as determined by the Board of
Directors of the Company or a committee appointed by the Board of Directors)
equal as of the date of exercise to the cash exercise price of the option;
(iii) by delivery of an assignment satisfactory in form and
substance to the Company of a sufficient amount of the proceeds from the sale of
the Option Shares and an instruction to the broker or selling agent to pay that
amount to the Company; or
(iv) by any combination of the foregoing.
(b) Limitations on Payment by Delivery of Common Stock: If the Employee
delivers Common Stock held by the Employee ("Old Stock") to the Company in full
or partial payment of the option price, and the Old Stock so delivered is
subject to restrictions or limitations imposed by agreement between the Employee
and the Company, an equivalent number of Option Shares shall be subject to all
restrictions and limitations applicable to the Old Stock to the extent that the
Employee paid for the Option Shares by delivery of Old Stock, in addition to any
restrictions or limitations imposed by this Agreement. Notwithstanding the
foregoing, the Employee may not pay any part of the exercise price hereof by
transferring Common Stock to the Company unless such Common Stock has been owned
by the Employee free of any substantial risk of forfeiture for at least six
months.
9. Restrictions on Resale. Until the Option Shares are registered under the
Securities Act of 1933, as amended (the "Act"), they will be of an illiquid
nature and will be deemed to be "restricted securities" for purposes of the Act.
Accordingly, such shares must be sold in compliance with the registration
requirements of such Act or an exemption therefrom.
10. Method of Exercising Option. Subject to the terms and conditions of this
Agreement, this option may be exercised by written notice to the Company at its
principal executive office, or to such transfer agent as the Company
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shall designate. Such notice shall state the election to exercise this option
and the number of Option Shares for which it is being exercised and shall be
signed by the person or persons so exercising this option. Such notice shall be
accompanied by payment of the full purchase price of such shares, and the
Company shall deliver a certificate or certificates representing such shares as
soon as practicable after the notice shall be received. Such certificate or
certificates shall be registered in the name of the person or persons so
exercising this option (or, if this option shall be exercised by the Employee
and if the Employee shall so request in the notice exercising this option, shall
be registered in the name of the Employee and another person jointly, with right
of survivorship). In the event this option shall be exercised, pursuant to
Section 5 hereof, by any person or persons other than the Employee, such notice
shall be accompanied by appropriate proof of the right of such person or persons
to exercise this option.
11. Option Not Transferable. This option is not transferable or assignable
except by will or by the laws of descent and distribution. During the Employee's
lifetime only the Employee can exercise this option.
12. No Obligation to Exercise Option. The grant and acceptance of this option
imposes no obligation on the Employee to exercise it.
13. No Obligation to Continue Employment. Neither the Plan, this Agreement,
nor the grant of this option imposes any obligation on the Company or any
Related Corporation to continue the Employee in employment.
14. No Rights as Stockholder until Exercise. The Employee shall have no rights
as a stockholder with respect to the Option Shares until the date of issuance of
a stock certificate to the Employee. Except as is expressly provided in the Plan
with respect to certain changes in the capitalization of the Company, no
adjustment shall be made for dividends or similar rights for which the record
date is prior to the date such stock certificate is issued.
15. Capital Changes and Business Successions. The Plan contains provisions
covering the treatment of options in a number of contingencies such as stock
splits and mergers. Provisions in the Plan for adjustment with respect to stock
subject to options and the related provisions with respect to successors to the
business of the Company are hereby made applicable hereunder and are
incorporated herein by reference.
16. Early Disposition. If the cover page of this option specifies that it is
an Incentive Stock Option, the Employee agrees to notify the Company in writing
immediately after the Employee transfers any Option Shares, if such transfer
occurs on or before the later of (a) the date two years after the date of this
Agreement or (b) the date one year after the date the Employee acquired such
Option Shares. The Employee also agrees to provide the Company with any
information concerning any such transfer required by the Company for tax
purposes.
17. Withholding Taxes. If the Company or any Related Corporation in its
discretion determines that it is obligated to withhold any tax in connection
with the exercise of this option, the making of a Disqualifying Disposition (as
defined in the Plan), the vesting or transfer of Option Shares acquired on the
exercise of this option, or the making of a distribution or other payment with
respect to the Option Shares, the Employee hereby agrees that the Company or any
Related Corporation may withhold from the Employee's wages or other remuneration
the appropriate amount of tax. At the discretion of the Company or Related
Corporation, the amount required to be withheld may be withheld in cash from
such wages or other remuneration or in kind from the Common Stock or other
property otherwise deliverable to the Employee on exercise of this option. The
Employee further agrees that, if the Company or any Related Corporation does not
withhold an amount from the Employee's wages or other remuneration sufficient to
satisfy the withholding obligation of the Company or Related Corporation, the
Employee will make reimbursement on demand, in cash, for the amount
underwithheld.
18. Provision of Documentation to Employee. By signing this Agreement the
Employee acknowledges receipt of a copy of this Agreement and a copy of the
Plan.
19. Miscellaneous.
(a) Notices: All notices hereunder shall be in writing and shall be
deemed given when sent by certified or registered mail, postage prepaid, return
receipt requested, to the address set forth below. The addresses for such
notices may be changed from time to time by written notice given in the manner
provided for herein.
(b) Entire Agreement; Modification: This Agreement constitutes the
entire agreement between the parties relative to the subject matter hereof, and
supersedes all proposals, written or oral, and all other communications between
the parties relating to the subject matter of this Agreement. This Agreement may
be modified, amended or rescinded only by a written agreement executed by both
parties.
(c) Severability: The invalidity, illegality or unenforceability of any
provision of this Agreement shall in no way affect the validity, legality or
enforceability of any other provision.
(d) Successors and Assigns: This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, subject to the limitations set forth in Section 11 hereof.
(e) Governing Law: This Agreement shall be governed by and interpreted
in accordance with the laws of the Commonwealth of Massachusetts, without giving
effect to the principles of the conflicts of laws thereof.
(f) Legends: The Company may place a legend or legends on any stock
certificate delivered to any holder of Option Shares reflecting the restrictions
on transfer provided in this Agreement.
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