EXHIBIT 10.1
Ulticom, Inc.
ID: 222050748
0000 Xxxxxx Xxxx
Xxxxx Xxxxxx, XX 00000
Notice of Grant of Stock Options
and Option Agreement
________________________________________________________________________________
[NAME] Option Number: [XXXXXXXX]
[ADDRESS] Plan: [XXXX]
[ADDRESS] ID: [XXXXXXX]
________________________________________________________________________________
Effective [DATE], you have been granted a Stock Option to buy [NUMBER OF SHARES]
shares of Ulticom, Inc. (the "Company") stock at $[PRICE] per share.
The total option price of the shares granted is $[TOTAL PRICE].
Shares will become fully vested on the dates shown.
25% on [the last day of the first fiscal quarter]
25% on [the last day of the second fiscal quarter]
25% on [the last day of the third fiscal quarter]
25% on [the last day of the fourth fiscal quarter]
________________________________________________________________________________
By your signature and the Company's signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the Company's Stock Option Plan, as amended, and the Option Agreement, all of
which are attached and made part of this document.
________________________________________________________________________________
_______________________________ _______________________
Ulticom, Inc. Date
_______________________________ _______________________
[Optionee] Date
ULTICOM, INC.
Stock Option Agreement for Directors
Pursuant to the [XXXX] Stock Incentive Compensation Plan
This STOCK OPTION AGREEMENT governs the terms and conditions of the
stock option (the "Option") specified in the Notice of Grant of Stock Options
and Option Agreement delivered herewith (the "Notice of Grant") entitling the
person to whom the Notice of Xxxxx is addressed (the "Grantee") to purchase from
Ulticom, Inc. (the "Corporation") the number of shares (the "Shares") of the
Corporation's Common Stock, par value $.00 per share (the "Common Stock")
indicated in the Notice of Grant, subject to adjustment.
1. The Option. The Option is granted pursuant to the Corporation's
Stock Option or Compensation Plan indicated in the Notice of Grant (the "Plan")
and is effective from and after the effective date specified in the Notice of
Grant (the "Date of Grant"). The Grantee, by executing the Notice of Grant and
accepting the Option, acknowledges that the Option is in all respects subject to
and governed by the terms of this Agreement and of the Plan. The Grantee
acknowledges receipt of the Plan and that the provisions of the Plan are
incorporated herein by reference in their entirety.
2. The Option Price. The purchase price of the Shares issuable upon
exercise of the Option is the price specified in the Notice of Grant, subject to
adjustment as provided in the Plan (the "Option Price"), which price is agreed
to be not less than the fair market value of the Shares as of the Date of Grant.
3. Exercise of Option.
(a) The exercise of the Option and the acquisition, holding and
disposition of the Shares shall be subject to the terms and provisions of the
Plan and this Agreement. Neither the Grantee nor the Grantee's legal
representatives, legatees or distributees shall be or be deemed to be the holder
of any of the Shares unless and until the Option shall have been duly exercised
and certificates representing such Shares shall have been issued. Upon payment
of the Option Price in accordance with the terms hereof, the Shares shall be
fully paid and nonassessable.
(b) Except as otherwise expressly provided under in this
Agreement or in the Plan, the Option shall become exercisable in the following
intervals (the "Exercising Dates"): (i) one-quarter of the total number of
Shares shall become exercisable __________; (ii) the second-quarter of the total
number of Shares shall become exercisable __________; (iii) the third-quarter of
the total number of Shares shall become exercisable __________; (iv) the
fourth-quarter of the total number of Shares shall become exercisable
__________, provided that the Grantee shall remain in the service of the
Corporation or any parent or subsidiary of the Corporation at the time of the
respective Exercising Date. Following the occurrence of such Exercising Date,
the Option shall remain exercisable as to the Shares for which it becomes
exercisable at that date until it is exercised in full or terminates. In no
event shall the Option be exercisable after the expiration of ten years from the
Date of Grant. Upon termination of the Grantee's service for any reason, the
Option shall cease to vest and shall thereafter be exercisable, within the
applicable limits referred to in Section 5 (generally for one (1) year after
termination), only for the number of Shares that had become vested as of the
date of such termination.
(c) The person at the time entitled to exercise the Option (the
"Option Holder") may exercise the Option by delivering to the Corporation not
more than thirty calendar days prior to the date upon which all or any portion
of the Option is to be exercised, written notice (the "Notice") of his election
to exercise all or a part of the Option, which Notice shall specify the date for
the exercise of the Option and the number of Shares in respect of which the
Option is to be exercised. The date specified in the Notice shall be a business
day of the Corporation. In the event that, at the time an Option Holder desires
to exercise an Option, the Corporation shall have in effect an arrangement with
a financial institution (the "Designated Broker") providing facilities for the
exercise of Options and the payment of the Option Price, the Option Holder may
cause the Option to be exercised on his behalf by the Designated Broker upon
such terms and subject to such conditions as shall exist as part of such
arrangement.
(d) Upon the exercise of the Option in accordance with the
immediately preceding paragraph, the Option Price of the Shares in respect of
which the Option is exercised shall be paid in full by or for the account of the
Option Holder, in immediately available United States dollars; no other form of
payment will be accepted.
(e) Unless a registration statement under the Securities Act of
1933, as amended (the "Securities Act"), permitting the sale and delivery of the
Shares upon exercise of the Option shall be in effect at the date of such
exercise, the Shares shall be issued only in reliance on the Option Holder's
representations made hereby and effective the date of such issuance that such
Shares are being acquired for investment and not with a present view to
distribution; that the Option Holder understands that the Shares have not been
registered under the Securities Act and cannot be sold, transferred, pledged or
hypothecated unless a registration statement under the Securities Act is in
effect with respect thereto or the Corporation has received an opinion of
counsel, satisfactory to it, to the effect that such registration is not
required; that the Option Holder has such knowledge and experience in financial
and business matters as is necessary to evaluate the risks of the investment
represented by the purchase of the Shares and is able to bear the economic risk
of such investment; that the Option Holder is purchasing the Shares based on an
independent evaluation of the long-term prospects of the Corporation; and that
the Option Holder has been furnished with such financial and other information
relating to the Corporation as the Option Holder has requested. The Corporation
may require, as a condition of the issuance of any Shares upon the exercise of
the Option, that the person exercising the Option execute and deliver to the
Corporation such certificates, agreements or other instruments as in the
judgment of the Corporation may be necessary or otherwise appropriate to assure
that the Shares are issued in accordance with the Securities Act and all other
applicable laws and regulations and that the certificates representing the
Shares issued upon such exercise bear any restrictive legend required for such
purpose. If, and to the extent that, in the judgment of the Corporation the
exercise of the Option may, under applicable laws or regulations in effect at
the time of exercise, subject the Corporation to any obligation to withhold
amounts for federal, state or local taxes, the exercise of the Option and the
issuance of any Shares thereunder shall be subject to such conditions, including
the payment of funds to the Corporation or the offset of amounts otherwise
payable by the Corporation, as the Corporation may determine to be necessary or
otherwise appropriate to satisfy such obligation.
4. Adjustment of Option. The number of Shares issuable upon exercise of
the Option, or the amount and kind of other securities issuable in addition
thereto or in lieu thereof upon the occurrence of the events specified in the
Plan, shall be determined and subject to adjustment, as the case may be, in
accordance with the procedures specified therein. Any such adjustment shall be
settled made to the nearest whole share, no fractional shares shall be issued as
a result of any adjustment pursuant to this Section.
5. Transfer of Option; Termination of Employment or Service. Neither
the Option nor any interest therein shall be assignable or transferable except
as expressly permitted by, and in accordance with the applicable terms and
conditions of the Plan. If the employment or service of the Grantee is
terminated for any reason or if the Grantee shall retire or die while in the
employ or service of the Corporation or any of its subsidiaries, or during the
period in which the Option may be exercised after the termination of the
Grantee's employment or service, subject to the applicable terms and conditions
of this Agreement, the Option may be exercised within the time limits set forth
in the Plan by the person or persons specified therein as to the number of
Shares vested as of the date of termination in accordance with subsection 3(b).
6. Miscellaneous.
(a) As a condition of the grant of the Option, the Grantee hereby
agrees, for himself and his personal representatives, successors and assigns,
that any dispute which may arise under or as a result of the application of the
terms and conditions of this Agreement or the Plan shall be determined by the
Board of Directors of the Corporation or any Committee thereof to whom the
administration of the Plan is delegated thereunder, which determination shall be
final, binding and conclusive.
(b) The existence of the Option shall not be deemed to constitute
or confer upon the Option Holder any rights as a shareholder of the Corporation
prior to its exercise, and shall not be deemed to affect in any way the right or
power of the Corporation or its shareholders to make or authorize to be made (i)
any adjustments, recapitalizations, reorganizations or other changes in the
capital structure or business of the Corporation, (ii) any merger or
consolidation of the Corporation with or into any other corporation or entity,
(iii) any issue of bonds, debentures or capital stock entitling the holders
thereof to rights, preferences or privileges superior to the holders of shares
of Common Stock in respect of such shares, (iv) the dissolution or liquidation
of the Corporation, or the sale or transfer of all or any part of its assets or
business or (v) any other corporate act or proceeding, whether of a similar
character or otherwise.
(c) In the event that the Option Holder shall at any time sell
any of the Shares, he shall give written notice of such sale to the Corporation
not later than ten days after the date thereof, which notice shall state the
number of Shares sold and the amount received upon such sale.
(d) This Agreement shall be binding upon and shall inure to the
benefit of any successor or assign of the Corporation and, to the extent
provided herein and in the Plan, shall be binding upon and inure to the benefit
of the Grantee's legal representatives, successors and assigns.
(e) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed entirely in such State.
(f) This Agreement, together with the Notice of Grant and the
Plan, constitutes the entire agreement and understanding between the Corporation
and the Grantee relative to the subject matter hereof and may be amended,
modified or superseded, except as otherwise expressly provided in the Plan, only
by a written instrument duly executed by the party or parties sought to be bound
thereby.
