DATAWATCH CORPORATION
EXHIBIT
99.1
DATAWATCH
CORPORATION
000
Xxxxx
Xxxxxx, Xxxxx 000
Lowell,
MA 01854
|
September
26, 2005
|
To
the
Undersigned Executive Officer of
Datawatch
Corporation holding a Stock Options
to
Acquire Datawatch Corporation Common Stock
Dear
Optionee:
This
letter agreement (the “Agreement”) is being entered into by and between you and
DATAWATCH CORPORATION (the “Company”), a Delaware corporation, in connection
with certain stock options granted to you pursuant to the Company’s 1996 Stock
Plan (the “1996 Plan”).
The
Compensation and Stock Committee of the Board of Directors of the Company
has
taken action to fully accelerate the vesting of each otherwise unvested stock
option held by an option holder as of September 26, 2005 granted under the
1996
Plan (each an “Accelerated Option”). Your Accelerated Options are listed
on
Exhibit A
to this
Agreement. The Company understands that you have agreed to enter into a lock-up
agreement (the “Lock-up Agreement”), the terms of which are set forth in this
Agreement, with regard to your Accelerated Options.
Terms
of the Lock-Up Agreement
You
agree
to refrain from selling, transferring, pledging, or otherwise disposing of
any
shares of Company common stock acquired upon the exercise of your Accelerated
Options (which are listed on
Exhibit A),
other
than shares required to: (i) cover the exercise price of such Accelerated
Options in connection with a cashless exercise or (ii) satisfy withholding
taxes due upon your exercise of an Accelerated Option, until the date on
which
the exercise would have been permitted under such Accelerated Option’s
pre-acceleration vesting terms set forth in the option agreement(s) between
you
and the Company relating to your Accelerated Options or, if earlier, your
last
day of employment with the Company or the occurrence of an “Acquisition” as
defined in the 1996 Plan.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed to be an original but all of which together will constitute one
instrument.
| Sincerely, | ||
| |
|
|
|
Xxxxxx X. Xxxxxx
President, and Chief Executive
|
||
|
Officer
Datawatch
Corporation
|
||
I
agree
with the terms and conditions set forth in this Agreement
________________________________________
Signature
& Date
________________________________________
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