EXHIBIT 10.8
NETEZZA CORPORATION
Nonstatutory Stock Option Agreement
Granted Under 2007 Stock Incentive Plan
1. Grant of Option.
This agreement evidences the grant by Netezza Corporation, a Delaware
corporation (the "Company"), on __________, 200_ (the "Grant Date") to
_____________, a director of the Company (the "Participant"), of an option to
purchase, in whole or in part, on the terms provided herein and in the Company's
2007 Stock Incentive Plan (the "Plan"), a total of 50,000 shares (the "Shares")
of common stock, $.001 par value per share, of the Company ("Common Stock") at
an exercise price of $______ per Share. Unless earlier terminated, this option
shall expire at 5:00 p.m., Eastern time, on the seventh anniversary of the Grant
Date (the "Final Exercise Date").
It is intended that the option evidenced by this agreement shall not be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended and any regulations promulgated thereunder (the "Code"). Except
as otherwise indicated by the context, the term "Participant," as used in this
option, shall be deemed to include any person who acquires the right to exercise
this option validly under its terms.
2. Vesting Schedule.
This option will become exercisable ("vest") as to 25% of the original
number of Shares on _______________ [first anniversary of the Grant Date] and as
to an additional 6.25% of the original number of Shares at the end of each
successive three-month period following _______________ [first anniversary of
the Grant Date] until _______________ [fourth anniversary of the Grant Date].
The right of exercise shall be cumulative so that to the extent the option
is not exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to all Shares for
which it is vested until the earlier of the Final Exercise Date or the
termination of this option under Section 4 hereof or the Plan.
3. Acceleration of Vesting Schedule.
Notwithstanding the vesting schedule described above in Section 2,
effective immediately prior to an Acquisition (as defined below), all unvested
Shares shall become vested in full. For purposes of this option, the term
"Acquisition" shall mean (a) any merger or consolidation in which (i) the
Company is a constituent party or (ii) a subsidiary of the Company is a
constituent party and the Company issues shares of its capital stock pursuant to
such merger or consolidation (except, in the case of both clauses (i) and (ii)
above, any such merger or consolidation involving the Company or a subsidiary in
which the holders of capital stock of the Company immediately prior to such
merger or consolidation continue to hold immediately following such merger or
consolidation at least 51% by voting power of the capital stock of (x) the
surviving or resulting corporation or (y) if the surviving or resulting
corporation is a wholly owned subsidiary of another corporation immediately
following such merger or consolidation, of
the parent corporation of such surviving or resulting corporation) or (b) the
sale or transfer, in a single transaction or series of related transactions, of
outstanding capital stock representing at least 51% of the voting power of the
outstanding capital stock of the Company immediately following such transaction
or (c) the sale of all or substantially all of the assets of the Company.
4. Exercise of Option.
(a) Form of Exercise. Each election to exercise this option shall be in
substantially the form attached hereto as Exhibit A, signed by the Participant,
and received by the Company at its principal office, accompanied by this
agreement, and payment in full in the manner provided in the Plan. The
Participant may purchase less than the number of shares covered hereby, provided
that no partial exercise of this option may be for any fractional share or for
fewer than ten whole shares.
(b) Termination of Director Status. If the Participant ceases to be a
director of the Company for any reason, then, except as provided in paragraph
(c) below, the right to exercise this option shall terminate three months after
such cessation (but in no event after the Final Exercise Date), provided that
this option shall be exercisable only to the extent that the Participant was
entitled to exercise this option on the date of such cessation.
(c) Exercise Period Upon Death or Disability. If the Participant dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
the Final Exercise Date while he or she is a director of the Company, this
option shall be exercisable, within the period of one year following the date of
death or disability of the Participant, by the Participant (or in the case of
death by an authorized transferee), provided that this option shall be
exercisable only to the extent that this option was exercisable by the
Participant on the date of his or her death or disability, and further provided
that this option shall not be exercisable after the Final Exercise Date.
5. Withholding.
No Shares will be issued pursuant to the exercise of this option unless and
until the Participant pays to the Company, or makes provision satisfactory to
the Company for payment of, any federal, state or local withholding taxes
required by law to be withheld in respect of this option.
6. Nontransferability of Option.
This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.
7. Provisions of the Plan.
This option is subject to the provisions of the Plan (including the
provisions relating to amendments to the Plan), a copy of which is furnished to
the Participant with this option.
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IN WITNESS WHEREOF, the Company has caused this option to be executed under
its corporate seal by its duly authorized officer.
NETEZZA CORPORATION
By:
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Name: Xxxxxxxx Xxxxxx
Title: Chief Executive Officer
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PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the terms
and conditions thereof. The undersigned hereby acknowledges receipt of a copy of
the Company's 2007 Stock Incentive Plan.
PARTICIPANT:
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EXHIBIT A
NOTICE OF NONSTATUTORY STOCK OPTION EXERCISE
Date of Exercise: ____________
NETEZZA CORPORATION
000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Attention: Treasurer
Dear Sir or Madam:
I am the holder of a Nonstatutory Stock Option granted to me under the Netezza
Corporation (the "Company") 2007 Stock Incentive Plan on ____________, 200_ for
the purchase of 50,000 shares of Common Stock of the Company at a purchase price
of $_____ per share.
I hereby exercise my option to purchase _________ shares of Common Stock (the
"Shares"), for which I have enclosed a check in the amount of $________. Please
register my stock certificate as follows:
Name(s): _____________________________
Address: _____________________________
_____________________________
Tax I.D./ SSN #:
_____________________________
Very truly yours,
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