Exhibit (d)(4)
RSA Security Inc.
NON-STATUTORY STOCK OPTION AGREEMENT
1. GRANT OF OPTION. RSA Security Inc., a Delaware corporation (the "Company"),
hereby grants to [________________] (the "Optionee") a non-statutory option,
pursuant to the Company's Amended and Restated 1998 Non-Officer Employee Stock
Incentive Plan, as amended (the "Plan"), to purchase an aggregate of [_______]
shares of Common Stock, $.01 par value per share ("Common Stock"), of the
Company at a price of $[_______] per share, purchasable as set forth in and
subject to the terms and conditions of this option and the Plan. Except where
the context otherwise requires, the term "Company" shall include all present and
future subsidiaries of the Company as defined in Section 424(f) of the United
States Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder (the "Code").
2. NON-STATUTORY STOCK OPTION. This option is not intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.
3. EXERCISE OF OPTION AND PROVISIONS FOR TERMINATION.
(a) VESTING SCHEDULE. Except as otherwise provided in this Agreement, this
option shall vest and become exercisable in installments (each, an
"installment") as to not more than the number of shares set forth in the table
below during the respective exercise periods set forth in the table below. No
installment shall be exercisable after the fourth anniversary of the vesting
date of such installment (each, an "Installment Expiration Date"), except as
otherwise provided in Section 3(e) below. If, after the respective Installment
Expiration Date, an installment shall for any reason not have been exercised in
full (except as otherwise provided in Section 3(e) below), the option shall be
deemed to have expired with respect to the unpurchased shares in such
installment.
Number of Shares as to
Installment Exercise Period Which Option is Exercisable
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The right to exercise this option shall be cumulative so that if any installment
is not exercised to the maximum extent permissible during the respective
installment exercise period, it shall be exercisable, in whole or in part, with
respect to all shares not so purchased at any time prior to the respective
Installment Expiration Date or the earlier termination of this option.
(b) EXERCISE PROCEDURE. Subject to the conditions set forth in this
Agreement, this option shall be exercised by the Optionee's delivery of written
notice of exercise to the Controller of the Company, specifying the number of
shares to be purchased and the purchase price to be paid therefor and
accompanied by payment in full in accordance with Section 4. Such exercise shall
be effective upon receipt by the Controller of the Company of such written
notice together with the required payment. The Optionee may purchase less than
the number of shares covered hereby, provided that no partial exercise of this
option may be for any fractional share or for fewer than ten whole shares.
(c) CONTINUOUS RELATIONSHIP WITH THE COMPANY REQUIRED. Except as otherwise
provided in this Section 3, this option may not be exercised unless the
Optionee, at the time he or she exercises this option, is, and has been at all
times since the date of grant of this option, an employee of, or consultant or
advisor to, the Company (an "Eligible Optionee").
(d) TERMINATION OF RELATIONSHIP WITH THE COMPANY. If the Optionee ceases
to be an Eligible Optionee for any reason, then, except as provided in
paragraphs (e) and (f) below, the right to exercise this option shall terminate
three months after such cessation (but in no event after the final Installment
Expiration Date), provided that this option shall be exercisable only to the
extent that the Optionee was entitled to exercise this option on the date of
such cessation.
(e) EXERCISE PERIOD UPON DEATH OR DISABILITY. If the Optionee dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
the final Installment Expiration Date while he or she is an Eligible Optionee,
or if the Optionee dies within three months after the Optionee ceases to be an
Eligible Optionee (other than as the result of a termination of such
relationship by the Company for "cause" as specified in paragraph (f) below),
this option shall be exercisable, within the period of one year following the
date of death or
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disability of the Optionee (whether or not such exercise occurs before the final
Installment Expiration Date), by the Optionee or by the person to whom this
option is transferred by will or the laws of descent and distribution, provided
that this option shall be exercisable only to the extent that this option was
exercisable by the Optionee on the date of his or her death or disability.
Except as otherwise indicated by the context, the term "Optionee," as used in
this option, shall be deemed to include the estate of the Optionee or any person
who acquires the right to exercise this option by bequest or inheritance or
otherwise by reason of the death of the Optionee.
(f) DISCHARGE FOR CAUSE. If the Optionee, prior to the final Installment
Expiration Date, is discharged by the Company for "cause" (as defined below),
the right to exercise this option shall terminate immediately upon such
cessation of employment. "Cause" shall mean willful misconduct by the Optionee
or willful failure to perform his or her responsibilities in the best interests
of the Company (including, without limitation, breach by the Optionee of any
provision of any employment, consulting, advisory, nondisclosure,
non-competition or other similar agreement between the Optionee and the
Company), as determined by the Company, which determination shall be conclusive.
The Optionee shall be considered to have been discharged "for cause" if the
Company determines, within 30 days after the Optionee's resignation, that
discharge for cause was warranted.
4. PAYMENT OF PURCHASE PRICE.
(a) METHOD OF PAYMENT. Payment of the purchase price for shares purchased
upon exercise of this option shall be made (i) by delivery to the Company of
cash or a check to the order of the Company in an amount equal to the purchase
price of such shares, (ii) subject to the consent of the Company, by delivery to
the Company of shares of Common Stock of the Company then owned by the Optionee
having a fair market value equal in amount to the purchase price of such shares,
(iii) by any other means which the Board of Directors determines are consistent
with the purpose of the Plan and with applicable laws and regulations
(including, without limitation, the provisions of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, and Regulation T promulgated by the
Federal Reserve Board), or (iv) by any combination of such methods of payment.
(b) VALUATION OF SHARES OR OTHER NON-CASH CONSIDERATION TENDERED IN
PAYMENT OF PURCHASE PRICE. For the purposes hereof, the fair market value of any
share of the Company's Common Stock or other non-cash consideration which may be
delivered to the Company in exercise of this option shall be determined in good
faith by the Board of Directors of the Company.
(c) DELIVERY OF SHARES TENDERED IN PAYMENT OF PURCHASE PRICE. If the
Optionee exercises this option by delivery of shares of Common Stock of the
Company, the certificate or certificates representing the shares of Common Stock
of the Company to be delivered shall be duly executed in blank by the Optionee
or shall be accompanied by a stock power duly executed in blank suitable for
purposes of transferring such shares to the Company. Fractional shares of
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Common Stock of the Company will not be accepted in payment of the purchase
price of shares acquired upon exercise of this option.
(d) RESTRICTIONS ON USE OF OPTION STOCK. Notwithstanding the foregoing, no
shares of Common Stock of the Company may be tendered in payment of the purchase
price of share purchased upon exercise of this option if the shares to be so
tendered were acquired within twelve (12) months before the date of such tender,
through the exercise of an option granted under the Plan or any other stock
option or restricted stock plan of the Company.
5. DELIVERY OF SHARES; COMPLIANCE WITH SECURITIES LAWS, ETC.
(a) GENERAL. The Company shall, upon payment of the option price for the
number of shares purchased and paid for, make prompt delivery of such shares to
the Optionee, provided that if any law or regulation requires the Company to
take any action with respect to such shares before the issuance thereof, then
the date of delivery of such shares shall be extended for the period necessary
to complete such action.
(b) LISTING, QUALIFICATION, ETC. This option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject hereto upon any
securities exchange or under any U.S. federal, state or foreign law, or the
consent or approval of any governmental or regulatory body, or that the
disclosure of non-public information or the satisfaction of any other condition
is necessary as a condition of, or in connection with, the issuance or purchase
of shares hereunder, this option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval,
disclosure or satisfaction of such other condition shall have been effected or
obtained on terms acceptable to the Board of Directors. Nothing herein shall be
deemed to require the Company to apply for, effect or obtain such listing,
registration, qualification or disclosure, or to satisfy such other condition.
6. NONTRANSFERABILITY OF OPTION. This option is personal and no rights granted
hereunder may be transferred, assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) nor shall any such rights be subject
to execution, attachment or similar process, except that this option may be
transferred (i) by will or the laws of descent and distribution or (ii) pursuant
to a qualified domestic relations order as defined in Section 414(p) of the
Code. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise
dispose of this option or of such rights contrary to the provisions hereof, or
upon the levy of any attachment or similar process upon this option or such
rights, this option and such rights shall, at the election of the Company,
become null and void.
7. NO SPECIAL EMPLOYMENT OR SIMILAR RIGHTS. Nothing contained in the Plan or
this option shall be construed or deemed by any person under any circumstances
to bind the Company to continue the employment or other relationship of the
Optionee with the Company for the period within which this option may be
exercised.
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8. RIGHTS AS A STOCKHOLDER. The Optionee shall have no rights as a stockholder
with respect to any shares which may be purchased by exercise of this option
(including, without limitation, any rights to receive dividends or non-cash
distributions with respect to such shares) unless and until a certificate
representing such shares is duly issued and delivered to the Optionee. No
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued.
9. WITHHOLDING TAXES. The Company's obligation to deliver shares upon the
exercise of this option shall be subject to the Optionee's satisfaction of all
applicable U.S. federal, state, local and foreign income tax, employment tax,
and other withholding requirements.
10. MISCELLANEOUS.
(a) Except as provided herein, this option may not be amended or otherwise
modified unless evidenced in writing and signed by the Company and the Optionee.
(b) All notices under this option shall be mailed or delivered by hand to
the parties at their respective addresses set forth beneath their names below or
at such other address as may be designated in writing by either of the parties
to one another.
(c) This option shall be governed by and construed in accordance with the
laws of the State of Delaware.
Date of Grant: _______________ RSA Security Inc.
By:_____________________________________
Title:__________________________________
Address: 00 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
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OPTIONEE'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof. The undersigned hereby acknowledges receipt of one
copy of the Company's Amended and Restated 1998 Non-Officer Employee Stock
Incentive Plan, as amended.
OPTIONEE
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(Signature)
ADDRESS:
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