Exhibit 10.3
1998 STOCK PLAN
STOCK OPTION AGREEMENT
OPTION TYPE: _________
NAME: __________________ GRANT DATE: ___________ EXPIRATION DATE: __________
ADDRESS: _______________ OPTION PRICE PER SHARE: AGGREGATE OPTION AWARD:
________________________ _______________________ ___________________________
CITY, STATE AND ZIP CODE NUMBER OF SHARES: ID NUMBER: ________________
________________________ _______________________
1. GRANT OF OPTION. The Plan Administrator of the Company hereby grants to the
Optionee named in this Agreement (the "Optionee") an option (the "Option")
to purchase the number of Shares, as set forth in this Agreement, at the
exercise price per share set forth in the Agreement (the "Option Price Per
Share"), subject to the terms and conditions of the Plan, which is
incorporated herein by reference. Subject to Section 15 (c) of the Plan, in
the event of a conflict between the terms and conditions of the Plan and
the terms and conditions of this Stock Option Agreement, the terms and
conditions of the Plan shall prevail.
If designated in the Agreement as an Incentive Stock Option ("ISO"),
this Option is intended to qualify as an Incentive Stock Option under
Section 422 of the Code. However, if this Option is intended to be an
Incentive Stock Option, to the extent that it exceeds the $100,000 rule of
Code Section 422(d) it shall be treated as a Non-Qualified Stock Option
("Non-Statutory Stock Option "or "NQ")
2. VESTING SCHEDULE. This option may be exercised, in whole or in part, in
accordance with the following schedule:
3. TERMINATION PERIOD. This Option may be exercised for one (1) year after the
Optionee ceases to be a Service Provider. Upon the death or disability of
the Optionee, this Option may be exercised for one year after Optionee
ceases to be a Service Provider. Upon a qualified Retirement, the Option
will continue to vest for an additional twelve (12) months following the
Optionee's date of retirement. The Optionee will then have thirty (30) days
following such 12-month period to exercise the Option. In no event shall
this Option be exercised later than the Expiration Date as provided above.
Retirement means an Optionee's ceasing to be Service Provider on or after
the date when the sum of (i) the Optionee's age (rounded down to the
nearest whole month), plus (ii) the number of years (rounded down to the
nearest whole month) that the Optionee has provided services to the Company
equals or is greater than seventy-five (75).
4. EXERCISE OF OPTION. The option is exercisable during its term in accordance
with the Vesting Schedule set out in the Agreement and the applicable
provision of the Plan and this Agreement. An option is exercisable by
completing transaction through Company's captive broker assisted
transactions via voice response system or Internet secured transaction
system.
The Option shall be deemed to be exercised upon receipt by the Company
of such fully executed Exercise accompanied by such aggregate Exercise
Price. No shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with Applicable Laws. Assuming
such compliance, for income tax purposes the Exercised Shares shall be
considered transferred to the Optionee on the date the Option is exercised
with respect to such Exercised Shares.
5. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall be by any
of the following, or a combination thereof, at the election of the
Optionee:
(a) Cash; or
(b) Check; or
(c) Consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan; or
(d) Surrender of other shares which (i) in the case of Shares acquired
upon exercise of an option, have been owned by the Optionee for more
than six (6) months on the date of surrender, and (ii) have a Fair
Market Value on the date of the surrender equal to the aggregate
Exercise Price of the Exercised Shares.
6. WITHHOLDING TAXES. You are responsible for payment of any federal, state,
local or other taxes which must be withheld upon the exercise of the
Option, and you must promptly pay to the Company any such taxes. The
Company and its subsidiaries are authorized to deduct from any payment owed
to you any taxes required to be withheld with respect to the Shares. Refer
to the Summary Plan Description for additional general tax consequences
relating to the Exercise of the Option. This is intended to be a summary of
tax consequences; the Optionee should consult a tax adviser before
exercising this Option or disposing of the Shares.
7. ENTIRE AGREEMENT; GOVERNING LAW. The Plan is incorporated herein by
reference. The Plan and this Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in
their entirety all prior undertakings and agreements of the Company an
Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee's interest except by means of a writing signed by
the Company and the Optionee. This agreement is governed by the internal
substantive laws, but not the choice of law rules, of Delaware.
8. NO GUARANTEE OF CONTINUED SERVICE. By receipt of this Agreement, the
Optionee acknowledges and agrees that the vesting of shares pursuant to the
vesting schedule hereof is earned only by continuing as a Service Provider
at the will of the Company (and not through the act of being hired, being
granted an option or purchasing shares hereunder). Optionee further
acknowledges and agrees that this agreement, the transactions contemplated
hereunder and the vesting schedule set forth herein do not constitute an
express or implied promise of continued engagement as a Service Provider
for the vesting period, for any period, or at all, and shall not interfere
with Optionee's rights or the Company's right to terminate Optionee's
relationship as a Service Provider at any time, with or without cause.
9. AGREEMENT. Your receipt of the Option and this Agreement constitutes your
agreement to be bound by the terms and conditions of this Agreement and the
Plan. Your signature is not required in order to make this Agreement
effective.
By:
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Included with this Agreement is the Plan Summary. You may also print
the Plan Summary and Plan Document from the Company's Intranet or request
copies by contacting the Stock Plan Manager.
