Exhibit 10.8
COGNOS INCORPORATED
INCENTIVE STOCK OPTION AGREEMENT
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THIS AGREEMENT is made as of the day of , 199 , by and between:
COGNOS INCORPORATED, a company NAME
incorporated under the laws of Canada - and -
(hereinafter called the "Company") (hereinafter called the
"Employee")
WHEREAS the Employee is an employee of the Company or a subsidiary of the
Company;
AND WHEREAS the Company has agreed to grant an incentive stock option to the
Employee pursuant to the Company's 1993-1998 Stock Option Plan (Incentive and
Non-Qualified) (the "Plan") upon the exercise of which the Employee may acquire
common shares (hereinafter called "Common Shares") in the capital stock of the
Company as constituted at the date hereof;
AND WHEREAS the purchase price per Optioned Share (as hereafter defined) is not
less than the fair market value of the Common Shares on the date hereof;
AND WHEREAS the stock option evidenced by this Agreement is subject to all of
the terms and conditions of the Plan which shall govern in the event of a
conflict with the terms and conditions of this Agreement.
NOW THEREFORE the parties agree as follows:
1. The Company hereby grants to the Employee, as of the date hereof, subject
to the terms and conditions set out herein, an option to purchase (number)
Common Shares (hereinafter called the "Optioned Shares") at a price of
$x.xx CDN per share, the said option to terminate at 5:00 p.m. Ottawa time
on the dates indicated below (hereinafter called the "Expiry Date(s)") and
in the meantime being exercisable on the dates indicated below (hereinafter
called the "Exercise Date(s)"):
OPTIONED EXERCISE EXPIRY
SHARES DATE(S) DATE(S)
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If, at any time between the Exercise Date and the Expiry Date, the employee
does not exercise his/her option as to all of the Optioned Shares in
respect of which the option is exercisable on such date, then the Employee
will be entitled to any subsequent time or times up to the Expiry Date to
purchase such Optioned Shares in respect of which the option has not been
exercised.
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2. If before the Expiry Date, the Employee's employment with the Company or
one of its subsidiaries is terminated for just cause, the option hereby
granted to the Employee shall thereupon cease and terminate and be of no
further force or effect whatsoever. If before the Expiry date, the
Employee's employment with the Company or one of its subsidiaries is
terminated without just cause, or if before the Expiry Date the Employee
resigns from the Company or one of its subsidiaries, then the Employee,
within thirty (30) days after the date of such termination or resignation,
can exercise the option as if he had continued to be an employee of the
Company and to the extent that he had a right under Paragraph 1 of this
Agreement to exercise the option at the date of such termination or
resignation. At the end of such thirty (30) day period, this option shall
cease and terminate and be of no further force or effect whatsoever.
3. In the event of the death of the Employee, his personal legal
representative may within six (6) months after the date of such death,
exercise the option to the extent that the Employee had a right under
Paragraph 1 of this Agreement to exercise it at the date of such death. At
the end of such six (6) month period, the option hereby granted shall
forthwith cease and terminate and be of no further force or effect.
4. The option hereby granted is non-transferable and shall be exercisable only
by the Employee or his personal representative from time to time, by giving
notice in writing to the Company referring to this Agreement and setting
forth the number of Optioned Shares in respect of which the option is then
being exercised, and such notice shall be accompanied by cash or a
certified cheque payable to the Company in the full amount of the purchase
price for the Optioned Shares being purchased. Such notice shall specify
the address to which the share certificate or certificates shall be sent,
and any such share certificate or certificates shall be sufficiently sent
if mailed postage prepaid in an envelope addressed to the Employee at such
address.
5. In the event of any subdivision of the Common Shares of the Company, as
those shares are now constituted, into a greater number of shares at any
time while this option is outstanding and in the case of the issue of
shares of the Company to the holders of its outstanding Common Shares by
way of stock dividend or dividends (other than an issue of shares to
shareholders pursuant to their exercise of options to receive dividends in
the form of shares of the Company in lieu of cash dividends declared
payable in the ordinary course by the Company on its Common Shares), the
Company shall thereafter deliver at the time of purchase of shares pursuant
to the exercise of the option hereby granted, in lieu of the number of
Common Shares in respect of which the option to purchase is being exercised
as provided for herein, such greater number and such other class of shares
of the Company as the Employee would have been entitled as a result of such
subdivision, or such stock dividend had the option been exercised before
such subdivision or stock dividend.
6. In the event of any consolidation of the Common Shares of the Company into
a lesser number of shares at any time while this option is outstanding, the
Company shall thereafter deliver and the Employee shall accept, at the time
of any purchase of shares pursuant to the exercise of the option hereby
granted, in lieu of the number of Common Shares in respect of which the
option to purchase is being exercised as provided herein, such lesser
number of shares of the Company as the Employee would have been entitled as
a result of such consolidation had the option been exercised before such
consolidation.
7. In the event of any reclassification of the Common Shares of the Company at
any time while this option is outstanding, the Company shall thereafter
deliver and the Employee shall accept, at the time of purchase of shares
pursuant to the exercise of the option hereby granted, in lieu of the
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number of Common Shares in respect of which the option to purchase is being
exercised as provided for herein, the number of shares of the Company of
the appropriate class or classes as the Employee would have been entitled
as a result of such reclassification.
8. Other than the right to receive the Optioned Shares on the exercise of the
option in accordance herewith, the Employee shall have no rights as a
shareholder in respect of the Optioned Shares until after the exercise.
9. The Employee acknowledges that the Company's obligation to issue and
deliver Optioned Shares is subject to (a) completion of such registration
or other qualification of such shares or obtaining approval of such
government authority as the Company shall determine to be necessary or
advisable in connection with the authorization, issuance or sale thereof;
(b) the admission of such shares to listing on any stock exchange on which
the Company's Common Shares may then be listed; and (c) the receipt from
the Employee of such representations, agreements and undertakings as to
future dealings in such shares as the Company determines to be necessary or
advisable in order to safeguard against the violation of the securities
laws of any jurisdiction. In this connection, the Employee agrees that (a)
no sale or transfer of any or all of the Optioned Shares will be made
except pursuant to an opinion of counsel satisfactory to the Company to the
effect that such sale or transfer will not result in the violation of
applicable securities laws; and (b) the Company may cause the certificates
representing the Optioned Shares to bear a legend referring to the
foregoing restriction on transfer and that the Company may issue to its
transfer agent "stop transfer" instructions with respect to the Optioned
Shares.
10. The Employee acknowledges that all decisions and interpretations of the
Board of Directors respecting this stock option or the Plan shall be
conclusive and binding on all holders of options granted thereunder.
11. The Employee shall not be entitled to assign this Agreement nor any of the
rights or benefits provided for herein. Time shall be the essence of this
Agreement. This Agreement shall be binding upon any successor or successors
of the Company.
COGNOS INCORPORATED )
)
)
Per: ____________________ ) ______________________
)
R. Xxxx Xxxxxxxx ) Employee
General Counsel and )
Corporate Secretary )
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