Exhibit 10.50
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE MOLDFLOW CORPORATION
2000 STOCK OPTION AND INCENTIVE PLAN
Name of Optionee: _____________________________________________________________
No. of Option Share: __________________________________________________________
Option Exercise Price per Share ($USD):_________________________________________
Grant Date: ___________________________________________________________________
Grant ID Number: ______________________________________________________________
Expiration Date: ______________________________________________________________
Pursuant to the Moldflow Corporation 2000 Stock Option and Incentive Plan (the
"Plan") as amended through the date hereof, Moldflow Corporation (the "Company")
hereby grants to the Optionee named above an option (the "Stock Option") to
purchase on or prior to the Expiration Date specified above all or part of the
number of shares of Common Stock, par value $.01 per share (the "Stock") of the
Company specified above at the Option Exercise Price per Share specified above
subject to the terms and conditions set forth herein and in the Plan.
1. Vesting Schedule. No portion of this Stock Option may be exercised
until such portion shall have vested. This Stock Option shall be vested and
exercisable with respect to the following number of Option Shares on the dates
indicated:
Number of
Option Shares Exercisable Vesting Date
Once vested, this Stock Option shall continue to be exercisable at any time or
times prior to the close of business on the Expiration Date, subject to the
provisions hereof and of the Plan.
2. Manner of Exercise.
(a) The Optionee may exercise this Option only in the following manner:
from time to time on or prior to the Expiration Date of this Option, the
Optionee may give written notice to the Company of his or her election to
purchase some or all of the vested Option Shares purchasable at the time of such
notice. This notice shall specify the number of Option Shares to be purchased.
Payment of the purchase price for the Option Shares may be made by one or more
of the following methods: (i) in cash, by certified or bank check or other
instrument acceptable to the Administrator; (ii) in the form of shares of Stock
that are not then subject to restrictions under any Company plan and that have
been held by the Optionee for at least six months; (iii) by the Optionee
delivering to the Company a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company cash or
a check payable and acceptable to the Company to pay the option purchase price,
provided that in the event the Optionee chooses to pay the option purchase price
as so provided, the Optionee and the broker shall comply with such procedures
and enter into such agreements of indemnity and other agreements as the
Administrator shall prescribe as a condition of such payment procedure; or (iv)
a
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combination of (i), (ii) and (iii) above. Payment instruments will be received
subject to collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for the
Option Shares, as set forth above and any agreement, statement or other evidence
that the Company may require to satisfy itself that the issuance of Stock to be
purchased pursuant to the exercise of Options under the Plan and any subsequent
resale of the shares of Stock will be in compliance with applicable laws and
regulations. (b) Certificates for the shares of Stock purchased upon exercise of
this Stock Option shall be issued and delivered to the Optionee upon compliance
to the satisfaction of the Administrator with all requirements under applicable
laws or regulations in connection with such issuance and with the requirements
hereof and of the Plan. The determination of the Administrator as to such
compliance shall be final and binding on the Optionee. The Optionee shall not be
deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Stock subject to this Stock Option unless and until
this Stock Option shall have been exercised pursuant to the terms hereof, the
Company shall have issued and delivered the shares to the Optionee, and the
Optionee's name shall have been entered as the stockholder of record on the
books of the Company. Thereupon, the Optionee shall have full voting, dividend
and other ownership rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date
hereof.
3. Termination of Employment. If the Optionee's employment by the Company
or a Subsidiary (as defined in the Plan) is terminated, the period within which
to exercise the Option may be subject to earlier termination as set forth below.
(a) Termination Due to Death. If the Optionee's employment terminates
by reason of death, any portion of the Option that would otherwise vest over the
next twelve (12) months shall immediatly vest in Optionee's estate or other
legal representative and become exercisable and Optionee's estate or other legal
representative shall have twelve (12) months from the date of termination, or
the remaining option term, if earlier, to exercise such Option.
(b) Termination Due to Disability. If the Optionee's employment
terminates by reason of Disability (as defined below), any Option held by the
Optionee which would otherwise vest over the next twelve (12) months shall
immediately vest and become exercisable, and Optionee shall have twelve (12)
months from the date of termination, or the remaining Option term, if earlier,
to exercise such Option. The death of the Optionee during the twelve (12) month
period provided in this Section 3(b) shall extend such period for another twelve
(12) months from the date of death or until the Expiration Date, if earlier. The
term "Disability" shall mean incapacity as a result of physical or mental
illness pursuant to which Optionee shall have been absent from his or her duties
on a full-time basis for 180 calendar days in the aggregate in any twelve (12)
month period. In the event of a dispute, the determination of Disability will be
made by the Administrator (as defined in Section 2(a) of the Plan) in good faith
and with the advice of a physician competent in the area to which such
Disability relates.
(c) Termination for Cause. If the Optionee's employment terminates for
Cause (as defined below), any Option held by the Optionee shall cease to vest as
of the date of termination and the Optionee shall have thirty (30) days from the
date of termination, or the remaining Option term, if earlier, to exercise all
such vested Stock Options. The term "Cause" shall mean: (A) conduct by Optionee
constituting a material act of willful misconduct in connection with the
performance of his or her duties; (B) criminal or civil conviction of Optionee,
a plea of nolo contendere by Optionee or conduct by Optionee that would
reasonably be expected to result in material injury to the reputation of the
Company if he or she were retained in her position with the Company; (C)
continued, willful and deliberate non-
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performance by Optionee of his or her duties hereunder (other than by reason of
Optionee's physical or mental illness, incapacity or disability) which has
continued for more than thirty (30) days following written notice of such
non-performance from the Board; or (D) a breach by Optionee of any of the
provisions contained in Paragraphs 4 and 5 of the Employment Agreement between
the Optionee and the Company, as the same may be amended from time to time (The
"Employment Agreement").
(d) Termination by Optionee for Good Reason. If the Optionee's
employment terminates for Good Reason(as defined below), or if the Optionee's
employment is terminated by the Company without Cause (as defined in Section
3(c)), then as of the date of termination, the portion of the Option that would
otherwise vest over the next twelve (12) months shall immediately vest and
become exercisable and Optionee shall have twelve (12) months from the date of
termination, or the remaining Option term, if earlier, to exercise such Option.
The term Good Reason shall mean: (A) a substantial diminution or other
substansive adverse change, not consented to by Optionee, in the nature or scope
of Optionee's responsibilites, authorities, powers, functions or duties; (B) any
removal, during the Period of Employment, from Optionee of his or her title; (C)
an involuntary reduction in Optionee's Base Salary except for across-the-board
reductions similarly affecting all or substantially all management employees;
(D) a breach by the Company of any of its other material obligations under the
Optionee's Employment Agreement and the failure of the Company to cure such
breach within thirty (30) days after written notice thereof by Optionee; (E) the
involuntary relocation of the Company's offices at which Optionee is principally
employed or the involuntary relocation of the offices of Optionee's primary
workgroup to a location more than thirty (30) miles from such offices, or the
requirement by the Company that Optionee be based anywhere other than the
Company's offices at such location on an extended basis, except for required
travel on the Company's business to an extent substantially consistent with
Optionee's business travel obligations; or (F) the failure of the Company to
obtain agreement from any successor to the Company to assume and agree to
perform the Employment Agreement. Terms capitalized in this Section 3 but not
defined herein shall have the meaning set forth in the Employment Agreement.
(e) Other Termination. If the Optionee's employment terminates for any
reason other than death, Disability, Good Reason or Cause, and unless otherwise
determined by the Administrator, any Option held by the Optionee may be
exercised, to the extent exercisable on the date of termination, for a period of
three (3) months from the date of termination or until the Expiration Date, if
earlier. Any Option that is not exercisable at such time shall terminate
immediately and be of no further force or effect. The date of termination and
the reason for termination shall be determined pursuant to the terms of the
Employment Agreement.
4. Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Stock Option shall be subject to and governed by all the terms and
conditions of the Plan. Capitalized terms in this Agreement shall have the
meaning specified in the Plan, unless a different meaning is specified herein.
5. Transferability. This Agreement is personal to the Optionee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution. This
Stock Option is exercisable, during the Optionee's lifetime, only by the
Optionee, and thereafter, only by the Optionee's legal representative or
legatee.
6. Status of the Stock Option. This Stock Option is intended to qualify as
an "incentive stock option" under Section 422 of the Code, but the Company does
not represent or warrant that this Option qualifies as such. The Optionee should
consult with his or her own tax advisors regarding the tax effects of this
Option and the requirements necessary to obtain favorable income tax treatment
under Section 422 of the Code, including, but not limited to, holding period
requirements. If the Optionee intends to
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dispose or does dispose (whether by sale, gift, transfer or otherwise) of any
Option Shares within the one-year period beginning on the date after the
transfer of such shares to him or her, or within the two-year period beginning
on the day after the grant of this Stock Option, he or she will notify the
Company within 30 days after such disposition.
7. Change of Control. Notwithstanding the foregoing, or anything in
the Plan to the contrary, in the event of a Change of Control of the
Company, as defined in the Plan, this Stock Option shall become
immediately exercisable as to all shares without regard to any vesting
schedule.
8. Miscellaneous.
(a) Notice hereunder shall be given to the Company at its principal
place of business, and shall be given to the Optionee at the address set forth
below, or in either case at such other address as one party may subsequently
furnish to the other party in writing.
(b) This Stock Option does not confer upon the Optionee any rights with
respect to continuance of employment by the Company or any Subsidiary.
(c) Pursuant to Section 15 of the Plan, the Administrator may at any
time amend or cancel any outstanding portion of this Stock Option, but no such
action may be taken which adversely affects the Optionee's rights under this
Agreement without the Optionee's consent.
MOLDFLOW CORPORATION
By:_________________________________________________________
Name: _____________________________________________________
Title: ____________________________________________________
The foregoing Agreement is hereby accepted and the terms and
conditions thereof hereby agreed to by the undersigned.
Dated: ____________________________________________________
Optionee's Signature:_______________________________________
Optionee's name and address:________________________________
____________________________________________________________
____________________________________________________________
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