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EXHIBIT 10.35
TRITEAL CORPORATION
NON-INSIDER DIRECTOR
NONSTATUTORY STOCK OPTION AGREEMENT
(FACING PAGE)
FOR GOOD AND VALUABLE CONSIDERATION, TriTeal Corporation, a Delaware
corporation, hereby irrevocably grants to the Optionee named below a
nonstatutory stock option (the "Option") to purchase any part or all of the
specified number of shares of its Common Stock upon the terms and subject to the
conditions set forth in this Option Agreement, at the specified purchase price
per share without commission or other charge. The Option is granted pursuant to
Section 8 of the TriTeal Corporation 1995 Stock Option Plan (the "Plan") and the
Standard Terms and Conditions Relating to Nonstatutory Stock Options (the "Terms
and Conditions") promulgated under the Plan and in effect as of the date of this
Option Agreement, a copy of which is attached hereto. The terms of the Plan and
the Terms and Conditions are hereby incorporated herein by reference and made a
part of this Option Agreement.
Name of Optionee:
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Social Security Number:
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Number of Shares covered by
Option (the "Option Shares"): [30,000/10,000]
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Purchase Price Per Option Share: $
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Minimum Number of Option Shares Per
Partial Exercise (unless Optionee
exercises all of the Option then
exercisable):
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The Option shall become exercisable as follows:
[1/48th] [1/12th] of the total number of shares granted hereunder
shall vest on the ____ of each month following the date of this
Option Agreement, such that the Option shall be 100% vested on
__________________. Once subject to purchase, the Option Shares
shall remain subject to purchase until ____________ [10 years from
the date of grant] (the "Expiration Date") unless the Option is
earlier terminated in accordance with Section 8(d) of the Plan and
the Terms and Conditions.
Date of this Option Agreement: _________________, 199__ [date of grant]
TRITEAL CORPORATION
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Optionee's Signature
By: Residence Address:
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Name:
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Title:
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STANDARD TERMS AND CONDITIONS RELATING TO
NONSTATUTORY STOCK OPTIONS FOR
NON-INSIDER DIRECTORS
UNDER THE TRITEAL CORPORATION 1995 STOCK OPTION PLAN
The following Standard Terms and Conditions Relating to Nonstatutory Stock
Options (the "Terms and Conditions") apply to Nonstatutory Stock Options granted
to Non-Insider Directors of the Company under Section 8 of the TriTeal
Corporation 1995 Stock Option Plan (the "Plan"), the applicable terms of which
are hereby incorporated by reference and made a part of these Terms and
Conditions. In turn, these Terms and Conditions are incorporated by reference
into each such Option. Whenever capitalized terms are used in these Terms and
Conditions, they shall have the meaning specified (i) in the Plan, (ii) in the
TriTeal Corporation Nonstatutory Stock Option Agreement Facing Page (the "Facing
Page") into which these Terms and Conditions are incorporated by reference, or
(iii) below, unless the context clearly indicates to the contrary. As used
herein and in the Plan, the "Option Agreement" shall mean the Nonstatutory Stock
Option Agreement Facing Page and these Terms and Conditions as incorporated
therein. The masculine pronoun shall include the feminine and neuter, and the
singular the plural, where the context so indicates.
1. TERM OF OPTION. Subject to the maximum time limitations in Section 8(d)
of the Plan, the term of the Option shall be the period commencing on the date
of the Option Agreement and ending on the Expiration Date (as defined in the
Facing Page), unless terminated earlier as provided herein or in the Plan.
2. EXERCISE PRICE. The exercise price of the Option granted hereby shall be
the Fair Market Value of the Option Shares subject to the Option on the date the
Option is granted.
3. EXERCISE OF OPTION.
(A) The Facing Page shall set forth the rate at which the Option
Shares shall become subject to purchase by Optionee.
(B) Optionee shall exercise the Option to the extent exercisable, in
whole or in part, by sending written notice to the Company in the form attached
hereto as Exhibit A of his intention to purchase Option Shares hereunder. Except
as otherwise provided in the Plan, Optionee shall not exercise the Option at any
one time with respect to less than the minimum number of Option Shares as is set
forth on the Facing Page.
(C) Payment of the exercise price per share is due in full upon
exercise of all or any part of each installment which has accrued to the
Optionee. The Optionee may elect, to the extent permitted by applicable statutes
and regulations, to make payment of the exercise price under one of the
following alternatives.
(I) Payment of the exercise price per Option Share in cash
(including check) at the time of exercise;
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(II) Payment pursuant to a program developed in compliance with
regulations promulgated by the Federal Reserve Board which, prior to the
issuance of the Option Shares, results in either the receipt of cash (or check)
by the Company or the receipt of irrevocable instructions to a qualified broker
that sufficient Option Shares to pay the aggregate exercise price be sold
immediately and that the exercise price be delivered to the Company from the
sales proceeds; or
(III) Payment by a combination of the above methods of payment.
(D) Optionee agrees to complete and execute any additional documents
which the Company reasonably requests that Optionee complete in order to comply
with applicable federal, state and local securities laws, rules and regulations.
(E) Subject to the Company's compliance with all applicable laws,
rules and regulations relating to the issuance of such Option Shares and
Optionee's compliance with all the terms and conditions of the Option Agreement,
these Terms and Conditions and the Plan, the Company shall promptly deliver the
Option Shares to the Optionee.
(F) Except as otherwise provided herein or in the Plan, the Option may
be exercised during the lifetime of the Optionee only by the Optionee.
4. OPTION NOT TRANSFERABLE. The Option granted hereunder shall not be
transferable in any manner other than upon the death of Optionee as provided in
the Plan. More particularly (but without limiting the foregoing), the Option may
not be assigned, transferred (except as expressly provided herein), pledged or
hypothecated in any way, shall not be assignable by operation of law and shall
not be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of the Option
contrary to the provisions hereof, or the levy of any execution, attachment or
similar process upon the Option, shall be null and void and without effect.
5. TERMINATION OF OPTION.
(A) To the extent not previously exercised, the Option shall terminate
on the Expiration Date; provided, however, that except as otherwise provided in
this Section 5 the Option may not be exercised more than three (3) months after
the termination of Optionee's Continuous Status as an Employee, Director or
Consultant for any reason (other than upon Optionee's death or disability).
Within such three (3) month period, Optionee may exercise the Option only to the
extent the same was exercisable on the date of such termination of Optionee's
Continuous Status as an Employee, Director or Consultant, and said right to
exercise shall terminate at the end of such period.
(B) In the event of a termination of Optionee's Continuous Status as
an Employee, Director or Consultant as a result of Optionee's disability, the
Option shall be exercisable for a period of one (1) year from the date of such
termination of Optionee's Continuous Status as an Employee, Director or
Consultant, but in no event later than the Expiration Date and only to the
extent that the Option was exercisable on the date of such termination.
(C) In the event of a termination of Optionee's Continuous Status as
an Employee, Director or Consultant as a result of Optionee's death, the Option
shall be exercisable
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by the Optionee's estate (or by the person who acquires the right to exercise
the Option by will or by the laws descent and distribution or by designation
pursuant to Section 6(d) of the Plan) for a period of one (1) year from the date
of such termination, but in no event later than the Expiration Date and only to
the extent that the Optionee was entitled to exercise the Option on the date of
death.
(D) Notwithstanding anything herein to the contrary, no portion of any
Option which is not exercisable by the Optionee upon a termination of Optionee's
continuous status as an Employee, Director or Consultant shall thereafter become
exercisable, regardless of the reason for such termination.
6. NO RIGHT TO CONTINUED SERVICE. The Option does not confer upon Optionee
any right to continue in his or her capacity as an Employee, Consultant or
Director of the Company, nor does it limit in any way the right of the Company
to terminate Optionee's service relationship with the Company at any time, with
or without cause.
7. NOTICE OF TAX ELECTION. If Optionee makes any tax election relating to
the treatment of the Option Shares under the Internal Revenue Code of 1986, as
amended, Optionee shall promptly notify the Company of such election.
8. ACKNOWLEDGMENTS OF OPTIONEE. Optionee acknowledges and agrees that
Optionee and his or her transferees shall have no rights as a shareholder with
respect to any Option Shares until the date of the issuance of a stock
certificate (or such other means of issuance of the Option Shares as provided by
the Company in accordance with the terms of the Plan) evidencing such Option
Shares. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is issued,
except as provided in Section 13 of the Plan.
9. WITHHOLDING TAXES. Whenever Option Shares are to be issued under the
Option Agreement, the Company shall have the right to require Optionee to remit
to the Company an amount sufficient to satisfy federal, state and local
withholding tax requirements prior to issuance and/or delivery of any
certificate or certificates for such Option Shares.
10. MISCELLANEOUS.
(A) The Option Agreement shall bind and inure to the benefit of the
parties' heirs, legal representatives, successors and permitted assigns.
(B) The Option Agreement, the Plan, and these Terms and Conditions
constitute the entire agreement between the parties pertaining to the subject
matter contained herein and they supersede all prior and contemporaneous
agreements, representations and understandings of the parties. No supplement,
modification or amendment of the Option Agreement shall be binding unless
executed in writing by all of the parties. No waiver of any of the provisions of
the Option Agreement shall be deemed or shall constitute a waiver of any other
provisions, whether or not similar, nor shall any waiver constitute a continuing
waiver. No waiver shall be binding unless executed in writing by the party
making the waiver. In the event there exists any conflict or discrepancy between
any of the terms in the Plan and the Option Agreement, the terms of the Plan
shall be controlling. A copy of the Plan has been delivered to the Optionee and
also may be inspected by Optionee at the principal office of the Company.
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(C) Should any portion of the Plan, the Option Agreement or these
Terms and Conditions be declared invalid and unenforceable, then such portion
shall be deemed to be severable from the Option Agreement and shall not affect
the remainder hereof.
(D) All notices to be sent hereunder shall be delivered in person or
sent by United States Mail, certified and postage prepaid, to Optionee at the
address set forth on the Facing Page of the Option Agreement or to the Company
at its principal place of business, Attention: President. Any change in the
address to which notices shall be sent under the Option Agreement to the
Optionee shall be made by the Optionee upon ten (10) days' written notice to the
Company.
(E) The prevailing party in any court action brought to interpret or
enforce any provision of the Plan or the Option Agreement shall be entitled to
recover, as an element of the costs of suit, and not as damages, an award of
reasonable attorneys' fees, to be fixed by the court. Such award may be made as
part of a judgment by default or as part of a judgment after trial or after
appeal.
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EXHIBIT A
NOTICE OF EXERCISE OF NONSTATUTORY STOCK OPTION
To: TriTeal Corporation
0000 Xxxxxxx Xxxxxxx Xxxx
Xxxxxxxx, XX 00000-0000
I, a resident of the State of _____________________, hereby exercise
my nonstatutory stock option granted by TRITEAL CORPORATION, a Delaware
corporation (the "Company"), pursuant to a Nonstatutory Stock Option Agreement
dated __________, 199__, subject to all the terms and provisions thereof and
notify the Company of my desire to purchase _____ shares of Common Stock of the
Company at the exercise price of _______________ Dollars ($_______) per share
pursuant to said option.
I agree to complete and execute any additional documents which the
Company may request that I complete in order to comply with applicable federal,
state and local securities laws, rules and regulations.
Dated:
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Social Security or [Name]
Taxpayer I.D. Number
Address:
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