Exhibit 10.28
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE MOLDFLOW CORPORATION
2000 STOCK OPTION AND INCENTIVE PLAN
Name of Optionee:_____________________________
No. of Option Shares:___________________________
Option Exercise Price per Share:_$USD ____________________________________
Grant Date:____________________
Grant Number:_________________
Expiration Date:_____________________________________
Pursuant to the Moldflow Corporation 2000 Stock Option and Incentive
Plan (the "Plan") as amended through the date hereof, Moldflow Corporation (the
"Company") hereby grants to the Optionee named above 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 (the
"Stock") of the Company specified above at the Option Exercise Price per Share
specified above subject to the terms and conditions set forth herein and in the
Plan.
1. VESTING SCHEDULE. No portion of this Stock Option may be exercised
until such portion shall have vested. This Stock Option shall be vested and
exercisable with respect to the following number of Option Shares on the dates
indicated:
NUMBER OF
OPTION SHARES EXERCISABLE* VESTING DATE
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Once vested, this Stock Option shall continue to be exercisable at any
time or times prior to the close of business on the Expiration Date, subject to
the provisions hereof and of the Plan.
2. MANNER OF EXERCISE.
(a) The Optionee may exercise this Option only in the
following manner: from time to time on or prior to the Expiration Date of this
Option, the Optionee may give written notice to the Companyof his or her
election to purchase some or all of the vested 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 one
or more of the following methods: (i) in cash, by certified or bank check or
other instrument acceptable to the Administrator; (ii) in the form of shares of
Stock that are not then subject to restrictions under any Company plan and that
have been held by the
Optionee for at least six months; (iii) by the Optionee delivering to the
Company a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or a check
payable and acceptable to the Company to pay the option purchase price, provided
that in the event the Optionee chooses to pay the option purchase price as so
provided, the Optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity and other agreements as the
Administrator shall prescribe as a condition of such payment procedure; or (iv)
a combination of (i), (ii) and (iii) above. Payment instruments will be received
subject to collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for the
Option Shares, as set forth above and any agreement, statement or other evidence
that the Company may require to satisfy itself that the issuance of Stock to be
purchased pursuant to the exercise of Options under the Plan and any subsequent
resale of the shares of Stock will be in compliance with applicable laws and
regulations.
(b) Certificates for the shares of Stock purchased upon
exercise of this Stock Option shall be issued and delivered to the Optionee upon
compliance to the satisfaction of the Administrator with all requirements under
applicable laws or regulations in connection with such issuance 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 shall have issued and delivered 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 OF EMPLOYMENT. If the Optionee's employment by the
Company or a Subsidiary (as defined in the Plan) is terminated, the period
within which to exercise the Option may be subject to earlier termination as set
forth below.
(a) TERMINATION DUE TO DEATH. If the Optionee's employment
terminates by reason of death, any Option held by the Optionee shall become
fully exercisable and may thereafter be exercised by the Optionee's legal
representative or legatee for a period of 12 months from the date of death or
until the Expiration Date, if earlier.
(b) TERMINATION DUE TO DISABILITY. If the Optionee's
employment terminates by reason of Disability (as defined below), any Option
held by the Optionee shall become fully exercisable and may thereafter be
exercised by the Optionee for a period of twelve (12) months from the date of
termination or until the Expiration Date, if earlier. The death of the Optionee
during the twelve (12) month period provided in this Section 3(b) shall extend
such period for another twelve (12) months from the date of death or until the
Expiration Date, if earlier. The term "Disability" shall mean that condition
described in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended
(the "Code"). In the event of a dispute, the determination of Disability will be
made by the Administrator (as defined in Section 2(a) of the Plan) in good faith
and with the advice of a physician competent in the area to which such
Disability relates.
(c) TERMINATION FOR CAUSE. If the Optionee's employment
terminates for Cause (as defined below), any Option held by the Optionee shall
terminate immediately and be of no further force and effect. The term "Cause"
shall mean a vote of the Board (as defined in the Plan) resolving that the
Optionee should be dismissed as a result of: (i) the commission of any act by
the Optionee constituting financial dishonesty against the Company (which act
would be chargeable as a crime under applicable law); (ii) the Optionee's
engaging in any other act of dishonesty, fraud, intentional misrepresentation,
moral turpitude, illegality or harassment which, as
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determined in good faith by the Board, would (A) materially adversely affect the
business or the reputation of the Company with its current or prospective
customers, suppliers, lenders and/or other third parties with whom it does or
might do business, or (B) expose the Company to a risk of civil or criminal
legal damages, liabilities or penalties; (iii) the repeated failure by the
Optionee to follow the directives of the Company's chief executive officer or
Board; or (iv) any material misconduct, violation of the Company's policies, or
willful and deliberate non-performance of duty by the Optionee in connection
with the business affairs of the Company.
(d) OTHER TERMINATION. If the Optionee's employment terminates
for any reason other than death, Disability, or Cause, and unless otherwise
determined by the Administrator, any Option held by the Optionee may be
exercised, to the extent exercisable on the date of termination, for a period of
three (3) months from the date of termination or until the Expiration Date, if
earlier. Any Option that is not exercisable at such time shall terminate
immediately and be of no further force or effect.
The Administrator's determination of the reason for termination of the
Optionee's employment shall be conclusive and binding on the Optionee and his or
her representatives or legatees.
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. 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. This
Stock Option is exercisable, during the Optionee's lifetime, only by the
Optionee, and thereafter, only by the Optionee's legal representative or
legatee.
6. STATUS OF THE STOCK OPTION. This Stock Option is intended to qualify
as an "incentive stock option" under Section 422 of the Code, but the Company
does not represent or warrant that this Option qualifies as such. The Optionee
should consult with his or her own tax advisors regarding the tax effects of
this Option and the requirements necessary to obtain favorable income tax
treatment under Section 422 of the Code, including, but not limited to, holding
period requirements. If the Optionee intends to dispose or does dispose (whether
by sale, gift, transfer or otherwise) of any Option Shares within the one-year
period beginning on the date after the transfer of such shares to him or her, or
within the two-year period beginning on the day after the grant of this Stock
Option, he or she will notify the Company within 30 days after such disposition.
7. MISCELLANEOUS.
(a) Notice hereunder shall be given to the Company at its
principal place of business, and shall be given to the Optionee at the address
set forth below, or in either case at such other address as one party may
subsequently furnish to the other party in writing.
(b) This Stock Option does not confer upon the Optionee any
rights with respect to continuance of employment by the Company or any
Subsidiary.
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(c) Pursuant to Section 15 of the Plan, the Administrator may
at any time amend or cancel any outstanding portion of this Stock Option, but no
such action may be taken which adversely affects the Optionee's rights under
this Agreement without the Optionee's consent.
MOLDFLOW CORPORATION
By:
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Name:
Title:
The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated:
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Optionee's Signature
Optionee's name and address:
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