SAVOIR TECHNOLOGY GROUP, INC.
AMENDMENT OF STOCK OPTION AGREEMENTS
This Amendment of Stock Option Agreements is made by and between Savoir
Technology Group, Inc., a Delaware corporation (the "Company"), and P. Xxxxx
Xxxxx (the "Optionee").
RECITALS
WHEREAS, the Company granted to the Optionee the stock options set forth on
EXHIBITS A AND B, attached hereto, to purchase shares of the Company's common
stock pursuant to the Company's Incentive and Non-Incentive Stock Option Plan
and the Company's 1994 Stock Option Plan, and each such stock option was
evidenced by a form of Stock Option Agreement and Option Exercise
Schedule/Notice of Grant between the Company and the Optionee (individually, an
"Option Agreement"); and
WHEREAS, the Company and the Optionee wish to amend the Option Agreements listed
on EXHIBITS A AND B, attached hereto, to provide for monthly vesting of shares
subject to each Option Agreement listed on EXHIBIT A, to provide that each such
Option Agreement listed on EXHIBIT A shall be immediately exercisable, pursuant
to the terms and conditions set forth below, and to provide that the shares
subject to each Option Agreement listed on EXHIBIT B be fully 100% vested.
AGREEMENT
NOW, THEREFORE, the Company and the Optionee agree as follows:
1. EFFECTIVE DATE. That this Amendment is effective as of May 10, 1999.
2. MONTHLY VESTING. That the shares subject to each Option Agreement
listed on EXHIBIT A attached hereto, shall vest on a monthly basis ratably over
the vesting period set forth in each such Option Agreement.
3. IMMEDIATELY EXERCISABLE STOCK OPTION AGREEMENTS. That each Option
Agreement listed on EXHIBIT A, attached hereto, shall be immediately exercisable
in full, regardless of the time that the shares subject to such Option Agreement
become vested, subject however to the Company's Unvested Share Repurchase Option
as set forth in Sections 3.1 through 3.4, below.
3.1 GRANT OF UNVESTED SHARE REPURCHASE OPTION. In the event the
Optionee's Company Service with the Participating Company Group is terminated
for any reason or no reason, with or without cause, or if the Optionee, the
Optionee's legal representative, or other holder of shares acquired upon
exercise of the Option attempts to sell, exchange, transfer, pledge, or
otherwise dispose of (except as otherwise may be permitted under the Option
Agreement) any
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shares acquired upon exercise of the option which exceed the Vested Shares as
defined in Section 3.2 below (the "Unvested Shares"), the Company shall have the
right to repurchase the Unvested Shares under the terms and subject to the
conditions set forth in Sections 3.1 through 3.4 of this Agreement (the
"Unvested Share Repurchase Option").
3.2 VESTED SHARES AND UNVESTED SHARES DEFINED. The "Vested
Shares" shall mean, as to any Option Agreement on any given date, the number of
shares of stock subject to the Option Agreement which are vested as of such date
under the vesting schedule applicable to such Option Agreement as amended by
this Agreement. On such given date, the "Unvested Shares" shall mean the number
of shares of stock acquired upon exercise of the Option which exceed the Vested
Shares determined as of such date.
3.3 EXERCISE OF UNVESTED SHARE REPURCHASE OPTION. The Company may
exercise the Unvested Share Repurchase Option by written notice to the Optionee
within sixty (60) days after (a) termination of the Optionee's Company Service
(or exercise of the Option, if later) or (b) the Company has received notice of
the attempted disposition of Unvested Shares. If the Company fails to give
notice within such sixty (60) day period, the Unvested Share Repurchase Option
shall terminate unless the Company and the Optionee have extended the time for
the exercise of the Unvested Share Repurchase Option. The Unvested Share
Repurchase Option must be exercised, if at all, for all of the Unvested Shares,
except as the Company and the Optionee otherwise agree.
3.4 PAYMENT FOR SHARES AND RETURN OF SHARES TO COMPANY. The
purchase price per share being repurchased by the Company shall be an amount
equal to the Optionee's original cost per share (the "Repurchase Price"). The
Company shall pay the aggregate Repurchase Price to the Optionee in cash within
thirty (30) days after the date of the written notice to the Optionee of the
Company's exercise of the Unvested Share Repurchase Option. For purposes of the
foregoing, cancellation of any indebtedness of the Optionee to any Participating
Company shall be treated as payment to the Optionee in cash to the extent of the
unpaid principal and any accrued interest canceled. The shares being repurchased
shall be delivered to the Company by the Optionee at the same time as the
delivery of the Repurchase Price to the Optionee.
4. ACCELERATION OF VESTING. The options listed on EXHIBIT B shall be
fully 100% vested as of the effective date hereof and shall be immediately
exercisable in full.
5. CONTINUATION OF OTHER TERMS. Except as set forth herein, all other
terms and conditions of each Option Agreement shall remain in full force and
effect.
6. TAX CONSEQUENCES OF AMENDMENT. The Optionee acknowledges that the
Optionee has been advised to consult with his own tax advisor regarding the
consequences of this Amendment and any subsequent exercise of the Option
Agreements.
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7. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of California as such laws are applied to agreements between California
residents entered into and to be performed entirely within the State of
California.
SAVOIR TECHNOLOGY GROUP, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Title: Director
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OPTIONEE:
/s/ P. Xxxxx Xxxxx
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P. Xxxxx Xxxxx
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EXHIBIT A
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Stock Option Grants
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P. Xxxxx Xxxxx
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Monthly Vesting/Immediately Exercisable
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Grant Date Type Exercise Shares
Price
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6/21/95 ISO $2.25 60,000
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1/18/96 ISO $5 40,000
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9/8/98 NSO $6 300,000
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EXHIBIT B
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Stock Option Grants
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P. Xxxxx Xxxxx
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To Be Fully 100% Vested
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Grant Date Type Exercise Shares
Price
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9/27/96 NSO $9 85,000
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5/16/97 NSO $11.375 75,000
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5/16/97 NSO $11.375 75,000
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1/16/98 NSO $10.25 150,000
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