Exhibit 10.33
VideoLan Technologies, Inc.
DIRECTOR OPTION AGREEMENT
Non-Qualified Stock Option
Name of Optionee ("Optionee"): ____________ Social Security No.: _________
Date of Grant: ________ No. of Shares: _____ Exercise per Share: $____
By accepting the grant of the option (the "Option") referred to above, the
optionee named above (the "Optionee") hereby agrees to the terms of this Option
Agreement. The Option has been granted pursuant to the Amended and Restated 1995
Stock Option Plan (the "Plan") of VideoLan Technologies, Inc. (the
"Corporation"). All capitalized terms herein shall have the meanings set forth
in the Plan.
Vesting Schedule
Subject to the earlier termination provisions set forth below, the Option
shall vest and become exercisable according to the following schedule:
Aggregate No. of Shares
Date Which May Be Exercised
---- ----------------------
On or after March 20, 1997 10,000
Manner of Exercise of the Option. The Option may be exercised by the
Optionee by giving written notice to the Corporation specifying the number of
Shares with respect to which the Option is being exercised.
Termination. The Option and all rights of the Optionee hereunder, to the
extent not previously exercised, shall terminate on the earliest of the
following dates:
(1) March 19, 2007;
(2) Thirty days following the date on which the Optionee receives a
Cancellation Notice from the Corporation as provided below.
Cancellation of Option. The Corporation shall have the right to terminate
the right of the Optionee to exercise the Option, effective thirty (30) days
after receipt by the Optionee of a written notice from the Corporation informing
the Optionee that this Option is to be cancelled (the "Cancellation Notice").
The Corporation may issue a Cancellation Notice only in connection with (i) the
sale of substantially all of the Corporation's assets, or (ii) a merger,
consolidation or other corporate transaction in which the Corporation would not
be the surviving entity. Following receipt of a Cancellation Notice and during
the period prior to the effective date of the termination, the Optionee shall
have the right to exercise the Option (to the extent not previously exercised)
with respect to all Shares, if any, which were immediately exercisable by the
Optionee hereunder during the period following receipt of a Cancellation Notice
until the effective date of the termination.
Modification of Agreement. The Optionee consent to any amendment of the
Plan and of this Agreement which the Board of Directors in its sole direction
and upon advice of legal counsel, may deem necessary or advisable to enable the
exercise of the Option to comply with any applicable rules and regulations of
the Securities and Exchange Commission, including, without intending any
limitation, any amendment which would exempt such exercise from the operation of
Section 16 of the Securities Exchange Act of 1934. Except as otherwise provided
herein, this Agreement may not be amended or modified except pursuant to an
agreement in writing signed by the Corporation and the Optionee.
Tax Withholding. The Optionee shall remit to the Corporation an amount
sufficient to satisfy his portion of Federal, state and local taxes (including
his FICA obligation) required by law to be withheld with respect to any exercise
of the Option.
VIDEOLAN TECHNOLOGIES, INC.
By: ____________________________
Xxxxxx X. Xxxxxxxxxx
