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EXHIBIT 99.2
GAMBIT AUTOMATED DESIGN, INC.
STOCK OPTION GRANT #[[OPTION NO]]
Optionee: [[NAME]]
Identification: ______________________________
Total Options Granted: [[TOTAL]]
Exercise Price Per Share: [[PRICE]]
Date of Grant: [[DATE]]
Vesting Commencement Date: [[VESTING DATE]]
Expiration Date: [[DATE]]
Type of Stock Option (check one):___________ Incentive___________ Nonqualified
Acceptable Consideration: Cash________ Stock________ Promissory Note
1. GRANT OF OPTION. GAMBIT AUTOMATED DESIGN, INC, a California corporation
(the "Company"), hereby grants to the optionee named above ("Optionee") an
option (this "Option") to purchase the total number of shares of common stock of
the Company set forth below (the "Shares") at the exercise price per share set
forth above (the "Exercise Price"), subject to all of the terms and conditions
of this Option and the Company's 1990 Stock Option Plan (the "Plan"). If
designated as an Incentive Stock Option above, this Option is intended to
qualify as an "incentive stock option" ("ISO") within the meaning of Section
422A of the Internal Revenue Code of 1986 (the "Code").
2. EXERCISE PERIOD OF OPTION. Subject to the terms and conditions of the
Plan and this Option, this Option shall become exercisable as to portions of the
Shares as follows:
Number of
On or after: But before: Shares:
[[Date]] [[Date]] [[Vesting]]
[[Date]] [[Date]] [[Vesting]]
[[Date]] [[Date]] [[Vesting]]
[[Date]] [[Vesting]]
TOTAL NUMBER OF SHARES: [[Total]]
Provided, however, that this Option shall expire on the Expiration Date set
forth above and must be exercised, if at all, on or before the Expiration Date
and provided further that the Option shall become exercisable as to at least 20%
of the Shares each year for five (5) years.
3. RESTRICTIONS ON EXERCISE. Exercise of this Option is subject to the
following limitations:
(a) This Option may not be exercised unless such exercise is in
compliance with the Securities Act of 1933, as amended, and all applicable state
securities laws, as they are in effect on the date of exercise.
(b) This Option may not be exercised as to fewer than 100 Shares unless
it is exercised as to all Shares as to which this Option is then exercisable.
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GAMBIT AUTOMATED DESIGN, INC. STOCK OPTION GRANT
4. TERMINATION OF OPTION. Except as provided below in this Section, this
Option shall terminate and may not be exercised if Optionee ceases to be
employed by the Company or any Parent or Subsidiary of the Company (or in the
case of a nonqualified stock option, an Affiliate of the Company). Optionee
shall be considered to be employed by the Company if Optionee is an officer,
director or full-time employee of the Company, or any Parent, Subsidiary or
Affiliate of the Company or if the Board of Director determines that Optionee is
rendering substantial services as a part-time employee, consultant or
independent contractor to the Company or any Parent, Subsidiary or Affiliate of
the Company. The Board of Directors of the Company shall have discretion to
determine whether Optionee has ceased to be employed by the Company or any
Parent, Subsidiary or Affiliate of the Company and the effective date on which
such employment terminated (the "Termination Date").
(a) If Optionee ceases to be employed by the Company or any Parent,
Subsidiary or Affiliate of the Company for any reason except death or
disability, this Option, to the extent (and only to the extent that it would
have been exercisable by Optionee on the Termination Date, may be exercised by
Optionee within three (3) months after the Termination Date, but in any event no
later than the Expiration Date.
(b) If Optionee's employment with the Company or any Parent, Subsidiary
or Affiliate of the Company is terminated because of the death of Optionee or
disability of Optionee within the meaning of Section 22(e)(3) of the Code, this
Option, to the extent that it is exercisable by Optionee on the Termination
Date, may be exercised by Optionee (or Optionee's legal representative) within
twelve (12) months after the Termination Date, but in any event no later than
the Expiration Date. Nothing in the Plan or this Grant shall confer on Optionee
any right to continue in the employ of the Company or any Parent, Subsidiary or
Affiliate of the Company or limit in any way the right of the Company or any
Parent, Subsidiary or Affiliate of the Company to terminate Optionee's
employment at any time, with or without cause.
5. MANNER OF EXERCISE.
(a) This Option shall be exercisable by delivery to the Company of an
executed written Notice and Agreement in the form attached hereto as Exhibit A,
or in such other form as may be approved by the Company, which shall set forth
Optionee's election to exercise this Option, the number of Shares being
purchased, any restrictions imposed on the Shares and such other representations
and agreements regarding Optionee's investment intent and access to information
as may be required by the Company to comply with applicable securities laws.
(b) Such Notice and Agreement shall be accompanied by full payment of
the Exercise Price for the Shares being purchased (i) in cash (by check); (ii)
by surrender of Shares of Common Stock of the Company having a fair market value
equal to the Exercise Price; (iii) where permitted by applicable law, by tender
of a full recourse promissory note having such terms as the Board of Directors
or the committee thereof that administers the Plan may approve; or (iv) by any
combination thereof.
(c) Prior to the issuance of the Shares upon exercise of this Option,
Optionee must pay or make adequate provision for any applicable federal or state
withholding obligations of the Company.
(d) Provided that such notice and payment are in form and substance
satisfactory to counsel for the Company, the Company shall issue the Shares
registered in the name of Optionee or Optionee's legal representative.
6. NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. If the Option granted
to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any
of the Shares acquired pursuant to the ISO on or before the later of (1) the
date two years after the date of this grant, and (2) the date one year after
transfer of such Shares to the Optionee upon exercise of the ISO, the Optionee
shall immediately notify the Company in writing of such disposition. Optionee
agrees that Optionee may be subject to income tax withholding by the Company on
the compensation income recognized by the Optionee from the early disposition by
payment in cash or out of the current earnings paid to the Optionee.
7. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and transfer of Shares
shall be subject to compliance by the Company and the Optionee with all
applicable requirements of federal and state securities laws and with all
applicable requirements of any stock exchange on which the Company's common
stock may be listed at the time of such
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GAMBIT AUTOMATED DESIGN, INC. STOCK OPTION GRANT
issuance or transfer. Optionee understands that the Company is under no
obligation to register or qualify the Shares with the Securities and Exchange
Commission, any state securities commission or any stock exchange to effect such
compliance.
8. NONTRANSFERABILITY OF OPTION. This Option may not be transferred in any
manner other than by will or by the laws of descent and distribution and may be
exercised during the lifetime of the Optionee only by the Optionee. The terms of
this Option shall be binding upon the executors, administrators, successors and
assigns of the Optionee.
9. TAX CONSEQUENCES. Set forth below is a brief summary as of the date of
this Option of some of the federal and California tax consequences of exercise
of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
SHARES.
(a) EXERCISE OF ISO. If this Option qualifies as an ISO, there will be
no regular federal income tax liability or California income tax liability upon
the exercise of the Option, although the excess, if any, of the fair market
value of the Shares on the date of exercise over the Exercise Price will be
treated as a tax preference item for federal income tax purposes and may subject
the Optionee to the alternative minimum tax in the year of exercise.
(b) EXERCISE OF NONQUALIFIED STOCK OPTION. If this Option does not
qualify as an ISO, there may be a regular federal income tax liability and a
California income tax liability upon the exercise of the Option. The optionee
will be treated as having received compensation income (taxable at ordinary
income tax rates) equal to the excess, if any, of the fair market value of the
Shares on the date of exercise over the Exercise Price. The Company will be
required to withhold from Optionee's compensation or collect from Optionee and
pay to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.
10. INTERPRETATION. Any dispute regarding the interpretation of this
agreement shall be submitted by Optionee or the Company forthwith to the
Company's Board of Directors or the committee thereof that administers the Plan,
which shall review such dispute at its next regular meeting. The resolution of
such a dispute by the Board at committee shall be final and binding on the
Company and on Optionee.
11. ENTIRE AGREEMENT. The Plan and the Notice and Agreement attached as
Exhibit A are incorporated herein by reference. This Option, the Plan and the
Notice and Agreement constitute the entire agreement of the parties and
supersede all prior undertakings and agreements with respect to the subject
matter hereof.
GAMBIT AUTOMATED DESIGN, INC.
By:______________________________
Its:_____________________________
ACCEPTANCE
Optionee hereby acknowledges receipt of a copy of the Plan, represents that
Optionee has read and understands the terms and provisions thereof, and accepts
this Option subject to all the terms and conditions of the Plan and this Grant.
OPTIONEE ACKNOWLEDGES THAT THERE MAY BE ADVERSE TAX CONSEQUENCES UPON EXERCISE
OF THIS OPTION OR DISPOSITION OR THE SHARES AND THAT OPTIONEE SHOULD CONSULT A
TAX ADVISER PRIOR TO SUCH EXERCISE OR DISPOSITION.
______________________________
Optionee
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