PEREGRINE SYSTEMS, INC.
1994 STOCK PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option Agreement.
I. NOTICE OF STOCK OPTION GRANT
[Optionee's Name and Address]
You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as
follows:
Date of Grant: ------------------------------
Vesting Commencement Date: ------------------------------
Exercise Price per Share: $
------------------------------
Total Number of Shares Granted:
------------------------------
Type of Option: Incentive Stock Option
----
Nonstatutory Stock Option
---
Term/Expiration Date: ------------------------------
VESTING SCHEDULE: This Option may be exercised, in whole or in part, in
accordance with the following schedule: 25% of the total number of Shares
subject to the Option shall vest twelve months after the Vesting Commencement
Date, and 6.25% of the total number of Shares subject to the Option shall
vest each quarter thereafter.
TERMINATION PERIOD: This Option may be exercised for 90 days after
termination of Optionee's Continuous Status as an Employee or Consultant, or
such longer period as may be applicable upon death or disability of Optionee
as provided in the Plan, but in no event later than the Term/Expiration Date
as provided above.
II. AGREEMENT
1. GRANT OF OPTION. Peregrine Systems, Inc., a Delaware corporation
(the "Company"), hereby grants to the individual named in the Notice of Stock
Option Grant (the "Notice of Grant"), hereafter the Optionee, an option (the
"Option") to purchase the total number of shares of Common Stock (the
"Shares") set forth in the Notice of Grant, at the
Page 1 of 4
exercise price per share set forth in the Notice of Grant (the "Exercise
Price") subject to the terms, definitions, and provisions of the 1994 Stock
Option Plan (the "Plan") adopted by the Company, which is incorporated herein
by reference. Unless otherwise defined herein, the terms defined in the Plan
shall have the same defined meanings in this Option.
If designated in the Notice of Grant as an Incentive Stock Option
("ISO"), this Option is intended to qualify as an Incentive Stock Option as
defined in Section 422 of the Code. However, if this Option is intended to be
an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of
Code Section 422(d), it shall be treated as a Nonstatutory Stock Option
("NSO").
2. EXERCISE OF OPTION. This Option shall be exercisable during its
term in accordance with the Vesting Schedule set out in the Notice of Grant
and with the provisions of Section 9 of the Plan. This Option may not be
exercised for a fraction of a share.
This Option shall be exercisable by written notice (in the form
attached as Exhibit A) which shall state the election to exercise the Option,
the number of Shares in respect of which the Option is being exercised, and
such other representations and agreements as to the holder's investment
intent with respect to such shares of Common Stock as may be required by the
Company pursuant to the provisions of the Plan. Such written notice shall be
signed by the Optionee and shall be delivered in person or by certified mail
to the Secretary of the Company. The written notice shall be accompanied by
payment of the Exercise Price. This Option shall be deemed to be exercised
upon receipt by the Company of such written notice accompanied by the
Exercise Price.
No Shares will be issued pursuant to the exercise of an Option
unless such issuance and such exercise shall comply with Applicable Laws.
Assuming such compliance, for income tax purposes the Shares shall be
considered transferred to the Optionee on the date on which the Option is
exercised with respect to such Shares.
3. METHOD OF PAYMENT. Payment of the Exercise Price shall be by any
of the following, or a combination thereof, at the election of the Optionee:
(i) cash; or
(ii) check; or
(iii) surrender of other shares of Common Stock of the Company which
(A) in the case of Shares acquired pursuant to the exercise of a Company
option, have been owned by the Optionee for more than six (6) months on the
date of surrender, and (B) have a Fair Market Value on the date of surrender
equal to the Exercise Price of the Shares as to which the Option is being
exercised; or
(iv) consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan.
Page 2 of 4
4. RESTRICTIONS ON EXERCISE. This Option may not be exercised until
such time as the Plan has been approved by the shareholders of the Company,
or if the issuance of such Shares upon such exercise or the method of payment
of consideration for such Shares would constitute a violation of Applicable
Laws. As a condition to the exercise of this Option, the Company may require
Optionee to make any representation and warranty to the Company as may be
required by any applicable law or regulation.
5. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred
in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by
him. The terms of this Option shall be binding upon the executors,
administrators, heirs, successors, and assigns of the Optionee.
6. TERM OF OPTION. This Option may be exercised only within the term
set out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
7. TAX CONSEQUENCES. Set forth below is a brief summary as of the
date of this Option of some of the federal and local tax consequences of
exercise of this Option and disposition of the Shares. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION
OR DISPOSING OF THE SHARES.
(i) EXERCISE OF ISO. If this Option qualifies as an ISO, there will
be no regular federal income tax liability or local income tax liability upon
the exercise of the Option, although the excess, if any, of the Fair Market
Value of the Shares on the date of exercise over the Exercise Price will be
treated as an adjustment to the alternative minimum tax for federal tax
purposes and may subject the Optionee to the alternative minimum tax in the
year of exercise.
(ii) EXERCISE OF NONSTATUTORY STOCK OPTION. There may be a regular
federal income tax liability and local income tax liability upon the exercise
of a Nonstatutory Stock Option. The Optionee will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to
the excess, if any, of the Fair Market Value of the Shares on the date of
exercise over the Exercise Price. If Optionee is an Employee, the Company
will be required to withhold from Optionee's compensation or collect from
Optionee and pay to the applicable taxing authorities an amount equal to a
percentage of this compensation income at the time of exercise.
(iii) DISPOSITION OF SHARES. In the case of an NSO, if Shares are
held for at least one year, any gain realized on disposition of the Shares
will be treated as long-term capital gain for federal and local income tax
purposes. In the case of an ISO, if Shares transferred pursuant to the Option
are held for at least one year after exercise and are disposed of at least
two years after the Date of Grant, any gain realized on disposition of the
Shares will also be
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treated as long-term capital gain for federal and local income tax purposes.
If Shares purchased under an ISO are disposed of within such one-year period
or within two years after the Date of Grant, any gain realized on such
disposition will be treated as compensation income (taxable at ordinary
income rates) to the extent of the difference between the Exercise Price and
the lesser of (1) the Fair Market Value of the Shares on the date of
exercise, or (2) the sale price of the Shares.
(iv) NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. If the
Option granted to Optionee herein is an ISO, and if Optionee sells or
otherwise disposes of any of the Shares acquired pursuant to the ISO on or
before the later of (1) the date two years after the Date of Grant, or (2)
the date one year after the date of exercise, the Optionee shall immediately
notify the Company in writing of such disposition. Optionee agrees that
Optionee may be subject to income tax withholding by the Company on the
compensation income recognized by the Optionee.
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT
THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND
AGREES THAT NOTHING IN THIS NOTICE, OR THE STOCK OPTION AGREEMENT, NOR IN THE
COMPANY'S STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL
CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR
CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S
RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR
CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.
Optionee acknowledges receipt of a copy of the Stock Option Agreement
and Plan and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts this Option subject to all of the
terms and provisions thereof. Optionee has reviewed the Plan and this Option
in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Option and fully understands all provisions of the
Option. Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions arising
under the Plan or this Option. Optionee further agrees to notify the Company
upon any change in the residence address indicated below.
------------------------------- PEREGRINE SYSTEMS, INC.
Print Name of Optionee a Delaware corporation
------------------------------- ------------------------------
Signature of Optionee Xxxx X. Xxxx, President/CEO
Page 4 of 4
EXHIBIT A
1994 STOCK PLAN
EXERCISE NOTICE
Peregrine Systems, Inc.
00000 Xxxx Xxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attention: Secretary
1. EXERCISE OF OPTION. Effective as of today, __________, 19__, the
undersigned ("Optionee") hereby elects to exercise Optionee's option to
purchase ____________ shares of the Common Stock (the "Shares") of Peregrine
Systems, Inc. (the "Company") under and pursuant to the 1994 Stock Option
Plan (the "Plan") and the [ ] Incentive [ ] Nonstatutory Stock Option
Agreement dated ___________, 19__ (the "Option Agreement").
2. REPRESENTATIONS OF OPTIONEE. Optionee acknowledges that Optionee
has received, read and understood the Plan and the Option Agreement and
agrees to abide by and be bound by their terms and conditions.
3. RIGHTS AS SHAREHOLDER. Until issuance of the Shares (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Company shall issue (or
cause to be issued) the Shares promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which the record
date is prior to the date of such issuance, except as provided in Section 11
of the Plan.
4. TAX CONSULTATION. Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares. Optionee represents that Optionee has consulted with any tax
consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.
5. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement
shall inure to the benefit of the successors and assigns of the Company.
Subject to the restrictions on transfer herein set forth, this Agreement
shall be binding upon Optionee and his or her heirs, executors,
administrators, successors and assigns.
6. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by Optionee or by the Company forthwith to the
Company's Board of Directors or the committee thereof that administers the
Plan, which shall review such dispute at its next
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regular meeting. The resolution of such a dispute by the Board or committee
shall be final and binding on the Company and on Optionee.
7. GOVERNING LAW; SEVERABILITY. This Agreement shall be governed by
and construed in accordance with the laws of the State of California
excluding that body of law pertaining to conflicts of law. Should any
provision of this Agreement be determined by a court of law to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable.
8. FURTHER INSTRUMENTS. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.
9. DELIVERY OF PAYMENT. Optionee herewith delivers to the Company the
full Exercise Price for the Shares.
10. ENTIRE AGREEMENT. The Plan and Notice of Grant/Option Agreement
are incorporated herein by reference. This Agreement, the Plan, and the
Option Agreement constitute the entire agreement of the parties and supersede
in their entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and is governed by
California law except for that body of law pertaining to conflict of laws.
Submitted by: Accepted by:
OPTIONEE: PEREGRINE SYSTEMS, INC.
Name:__________________________ By:__________________________
Signature:_____________________ Title:_______________________
ADDRESS: ADDRESS:
_______________________________ 00000 Xxxx Xxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
_______________________________
Page 2 of 2
PEREGRINE SYSTEMS, INC.
1995 STOCK OPTION PLAN FOR FRENCH EMPLOYEES
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the 1995 Stock
Option Plan for French Employees shall have the same defined meanings in this
Option Agreement.
1. NOTICE OF STOCK OPTION GRANT
Optionee's Name and Address: ____________________________
____________________________
____________________________
You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Stock Option
Agreement, as follows:
Date of Grant ________________________
Vesting Commencement Date ________________________
Exercise Price per Share $________________________
Total Number of Shares Granted ________________________
Total Exercise Price $________________________
Term/Expiration Date: ________________________
VESTING SCHEDULE:
This Option may be exercised, in whole or in part, in accordance with
the following schedule: 25% of the Shares shall vest on the date twelve (12)
months from the Vesting Commencement Date, and one forty-eighth (1/48) of the
Shares shall vest each month thereafter.
TERMINATION PERIOD:
This Option may be exercised for thirty (30) days after termination of
employment relationship, or such longer period as may be applicable upon
death or Disability of Optionee as provided in the Plan.
Page 1 of 3
II. AGREEMENT
1. GRANT OF OPTION. The Board of the Company hereby grants to the
Optionee named in the Notice of Grant attached as Part I of this Agreement
(the "Optionee"), an option (the "Option") to purchase a number of Shares, as
set forth in the Notice of Grant, at the exercise price per share set forth
in the Notice of Grant (the "Exercise Price"), subject to the terms and
conditions of the Plan, which is incorporated herein by reference. Subject
to Section 14(c) of the Plan, in the event of a conflict between the terms
and conditions of the Plan and the terms and conditions of this Option
Agreement, the terms and conditions of the Plan shall prevail.
2. EXERCISE OF OPTION.
(a) RIGHT TO EXERCISE. This Option is exercisable during its term
in accordance with the Vesting Schedule set out in the Notice of Grant and
the applicable provisions of the Plan and this Option Agreement. In the
event of Optionee's death, Disability or other termination of Optionee's
employment relationship, the exercisability of the Option is governed by the
applicable provisions of the Plan and this Option Agreement.
(b) METHOD OF EXERCISE. This Option is exercisable by delivery of
an exercise notice to the Company, in the form attached as Exhibit A (the
"Exercise Notice"), which shall state the election to exercise the Option,
the number of Shares in respect of which the Option is being exercised (the
"Exercised Shares"), by delivery of a subscription agreement to the
Subsidiary, in the form attached as Exhibit B (the "Subscription Agreement")
and such other representations and agreements as may be required by the
Company or the Subsidiary pursuant to the provisions of the Plan. Until the
stock certificate evidencing such Shares is issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Company shall issue to the
Optionee (or cause to be issued) such stock certificate promptly after the
Option is exercised. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the stock certificate is
issued, except as provided in Section 12 of the Plan. The Exercise Notice
and Subscription Agreement shall be signed by the Optionee and shall be
delivered in person or by certified mail to the Secretary of the Subsidiary.
The Exercise Notice and Subscription Agreement shall be accompanied by
payment of the aggregate Exercise Price as to all Exercised Shares. This
Option shall be deemed to be exercised upon receipt by the Subsidiary of such
fully executed Exercise Notice and Subscription Agreement accompanied by such
aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with all relevant provisions of
law and the requirements of any stock exchange upon which the Shares are then
listed. Assuming such compliance, for income tax purposes the Exercised
Shares shall be considered transferred to the Optionee on the date the Option
is exercised with respect to such Exercised Shares.
Page 2 of 3
3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall
be by any of the following, or a combination thereof, at the election of the
Optionee:
(a) cash or check (denominated in U.S. Dollars);
(b) wire transfer (denominated (in U.S. Dollars);
(c) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and a broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company
of an amount of the sale or loan proceeds required to pay the exercise price.
4. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred
in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by the
Optionee. The terms of the Plan and this Option Agreement shall be binding
upon the executors, administrators, heirs, successors and assigns of the
Optionee.
5. TERM OF OPTION. This Option may be exercised only within the term
set out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.
OPTIONEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE
COMPANY'S STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL
CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY
THE COMPANY OR THE SUBSIDIARY.
By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and
governed by the terms and conditions of the Plan and this Option Agreement.
Optionee has reviewed the Plan and this Option Agreement in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing
this Option Agreement and fully understands all provisions of the Plan and
Option Agreement. Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Administrator upon any
questions relating to the Plan and Option Agreement.
OPTIONEE: PEREGRINE SYSTEMS, INC.
_____________________________ By:________________________
Signature
_____________________________ Title:_____________________
Print Name
Page 3 of 3
EXHIBIT A
PEREGRINE SYSTEMS, INC.
1995 STOCK OPTION PLAN FOR FRENCH EMPLOYEES
EXERCISE NOTICE
Peregrine Systems, Inc.
00000 Xxxx Xxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attention: Secretary
1. EXERCISE OF OPTION. Effective as of today, ___________, 199__, the
undersigned ("Optionee") hereby elects to purchase _________ shares (the
"Shares") of the Common Stock of Peregrine Systems, Inc. (the "Company")
under and pursuant to the 1995 Stock Option Plan for French Employees (the
"Plan") and the Stock Option Agreement dated ___________ (the "Option
Agreement"). The purchase price for the Shares shall be $__________, as
required by the Option Agreement.
2. DELIVERY OF PAYMENT. Optionee herewith delivers to the Company the
full purchase price for the Shares.
3. REPRESENTATIONS OF OPTIONEE. Optionee acknowledges that Optionee
has received, read and understood the Plan and the Option Agreement and
agrees to abide by and be bound by their terms and conditions.
4. RIGHTS AS SHAREHOLDER. Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to
vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the
Option.
5. TAX CONSULTATION. Optionee represents that Optionee has consulted
with any tax consultants Optionee deems advisable in connection with the
purchase or disposition of the Shares and that Optionee is not relying on the
Company for any tax advice.
Page 1 of 2
6. ENTIRE AGREEMENT; GOVERNING LAW. The Plan and Option Agreement are
incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties and supersede in
their entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and such agreement is
governed by the laws of California and the United States of America except
for that body of laws pertaining to conflict of laws.
Submitted by: Accepted by:
OPTIONEE: PEREGRINE SYSTEMS, INC.
_____________________________ By:___________________________
Signature
_____________________________ Title:________________________
Print Name
ADDRESS: ADDRESS:
_____________________________
00000 Xxxx Xxxxx Xxxxx
_____________________________ Xxx Xxxxx, Xxxxxxxxxx 00000
Page 2 of 2
EXHIBIT B
PEREGRINE SYSTEMS, INC.
1995 STOCK OPTION PLAN FOR FRENCH EMPLOYEES
SUBSCRIPTION AGREEMENT
Peregrine Systems, Inc.
00000 Xxxx Xxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attention: Secretary
1. AMOUNT AND TERMS OF THE SUBSCRIPTION
In conformity with the Stock Option Plan reserved to the French
employees (the "Plan"), Options to subscribe to Shares of Common Stock (the
"Shares") of Peregrine Systems, Inc. (the "Company") were granted according
to the Stock Option Agreement dated _________________ (the "Option
Agreement").
_______ Shares shall be issued to the benefit of the undersigned
(the Subscriber") by an increase in capital in accordance with the applicable
laws of the United States of America and the State of California.
The increase in capital shall take place within the limits of the
authorized capital of the Company.
The Shares subscribed to may be paid up by:
(a) cash or check (denominated in U.S. Dollars);
(b) wire transfer (denominated in U.S. Dollars);
(c) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and a broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company
of an amount of the sale or loan proceeds required to pay the exercise
price.
Page 1 of 2
2. TRANSFER OF THE FUNDS
The funds coming from the subscription of Shares under the Plan
shall be paid over to the Subsidiary by the participating Employees. Full
payment shall be deemed to be definitively made upon the date of receipt of
the payment in the bank accounts in France of the Subsidiary.
3. SUBSCRIPTION AGREEMENT
I, the undersigned, Last name ____________________________
First name ____________________________
Residence ____________________________
subscribe to ________ Shares.
Supporting my subscription I shall pay the total amount of the Purchase
Price of the Shares following one or more of the methods described in Section
1 above.
The Subscriber PEREGRINE SYSTEMS, INC.
___________________________ By:_________________________
Signature
___________________________ Title:______________________
Print Name
Address:
___________________________
___________________________
Page 2 of 2
