Exhibit 10.6
NETEZZA CORPORATION
Incentive 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
______________________________, an employee 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 _____ shares
(the "Shares") of common stock, $0.001 par value per share, of the Company
("Common Stock") at $_____ 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 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 20% of the original
number of Shares on [February/May/August/November] 1, 200_ (the "Vesting Start
Date") and as to an additional 5.0% of the original number of Shares at the end
of each successive three-month period following the first anniversary of the
Vesting Start Date until the fifth anniversary of the Vesting Start 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), this option
shall become exercisable for such number of additional Shares as is equal to 20%
of the total number of Shares originally covered by this option, except that for
employees who have been employed by the Company for less than one year as of the
date of the Acquisition, this option only shall become exercisable for such
number of Shares as is equal to 10% of the total number of Shares originally
covered by this option, with the remaining shares in each case continuing to
vest in accordance with a vesting schedule that has been shortened by one year
or six months, respectively. For purposes of this option, the term "Acquisition"
shall mean (1) 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 (2) 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 (3) 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
writing substantially in the form attached hereto as Exhibit A or such other
form as the Company shall accept, 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) Continuous Relationship with the Company Required. Except as otherwise
provided in this Section 4, this option may not be exercised unless the
Participant, at the time he or she exercises this option, is, and has been at
all times since the Grant Date, an employee or officer of, or consultant or
advisor to, the Company or any parent or subsidiary of the Company as defined in
Section 424(e) or (f) of the Code (an "Eligible Participant").
(c) Termination of Relationship with the Company. If the Participant ceases
to be an Eligible Participant for any reason, then, except as provided in
paragraphs (d) and (e) 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. Notwithstanding the foregoing, if the Participant, prior to the Final
Exercise Date, violates the non-competition or confidentiality provisions of any
employment contract, confidentiality and nondisclosure agreement or other
agreement between the Participant and the Company, the right to exercise this
option shall terminate immediately upon written notice to the Participant from
the Company describing such violation.
(d) 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 an Eligible Participant and the
Company has not terminated such relationship for "cause" as specified in
paragraph (e) below, 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.
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(e) Termination for Cause. If, prior to the Final Exercise Date, the
Participant's employment is terminated by the Company for Cause (as defined
below), the right to exercise this option shall terminate immediately upon the
effective date of such termination of employment. "Cause" shall mean willful
misconduct by the Participant or willful failure by the Participant to perform
his or her responsibilities to the Company (including, without limitation,
breach by the Participant of any provision of any employment, consulting,
advisory, nondisclosure, non-competition or other similar agreement between the
Participant and the Company), as determined by the Company, which determination
shall be conclusive. The Participant shall be considered to have been discharged
for Cause if the Company determines, within 30 days after the Participant's
resignation, that discharge for cause was warranted.
5. Tax Matters.
(a) 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.
(b) Disqualifying Disposition. If the Participant disposes of Shares
acquired upon exercise of this option within two years from the Grant Date or
one year after such Shares were acquired pursuant to exercise of this option,
the Participant shall notify the Company in writing of such disposition.
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.
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:
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Title:
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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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Address:
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EXHIBIT A
NOTICE OF INCENTIVE 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 an Incentive Stock Option granted to me under the Netezza
Corporation (the "Company") 2007 Stock Incentive Plan on _________, 200_ for the
purchase of __________ 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 __________ in the amount of ________.
Please register my stock certificate as follows:
Name(s):
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Address:
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Tax I.D./ SSN #:
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Very truly yours,
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(Signature)
