NOVELL, INC. 1991 STOCK PLAN STOCK OPTION AGREEMENT
Exhibit
(d)(2)
NOVELL,
INC. 1991 STOCK PLAN
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the
Novell, Inc. 1991 Stock Plan (the “Plan”) shall have
the same defined meanings in this Option Agreement.
I. NOTICE
OF STOCK OPTION GRANT
Employee ID:
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«id» | |
Name:
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«fn» «mn» «Ln» | |
Address:
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«ad1» | |
«ad2» | ||
«cty» «st» «z» | ||
«ctry» |
You have been granted an option to purchase Common Stock of the
Company, subject to the terms and conditions of the Plan and
this Option Agreement, as follows:
Grant Number:
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«nbr» | |
Date of Grant:
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Exercise Price per Share:
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Total Number of Shares Granted:
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«shgtd» | |
Type of Option:
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Nonstatutory Stock Option | |
Term/Expiration Date:
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Vesting Schedule: This Option will vest
over four (4) years with 25% vesting on the first annual
anniversary of the Date of Grant, and thereafter an additional
2.08% vesting on each monthly anniversary of the Date of Grant.
The vesting of the Option may be accelerated in certain
circumstances pursuant to the policies and practices of the
Company.
Termination Period: In the event the
Optionee’s Continuous Status as an Employee or Consultant
terminates, this Option may be exercised for 60 days after
such termination, or such longer period as may be applicable
upon death or Disability of Optionee as provided in the Plan,
but in no event later than the Term/Expiration Date as provided
above.
II. AGREEMENT
1. Grant of Option. This Agreement
evidences the grant by the Plan Administrator of the Company to
the Optionee named in the Notice of Grant attached as
Part I of this Agreement (the “Optionee”) of an
option (the “Option”) to purchase the number of Shares
set forth in the Notice of Grant at the exercise price per share
set forth in the Notice of Grant (the “Exercise
Price”), subject to the terms and conditions of the Novell,
Inc. 1991 Stock Plan, which is incorporated herein by reference.
In the event of a conflict between the terms and conditions of
the Plan and the terms and conditions of this Option Agreement,
the terms and conditions of the Plan shall prevail.
If designated in the Notice of Grant as an Incentive Stock
Option, this Option is intended to qualify as an Incentive Stock
Option under Section 422 of the Code.
2. Exercise of Option.
(a) Right to Exercise. Optionee
may only exercise this Option to the extent that it has vested
in accordance with the Vesting Schedule set out in the Notice of
Grant and the applicable provisions of the Plan and this Option
Agreement, and only to the extent it has not otherwise expired
or been terminated. In the event of Optionee’s death,
Disability or other termination of Optionee’s employment or
consulting relationship, the exercisability of the Option is
governed by the applicable provisions of the Plan and this
Option Agreement.
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(b) Method of Exercise. This
Option is exercisable by delivery of an exercise notice found on
the innerweb xxxx://xxxxxxxx.Xxxxxx.xxx/xxxxxxxx (the
“Exercise Notice”) which shall state the election to
exercise the Option, the number of Shares as to which the Option
is being exercised (the “Exercised Shares”) and such
other representations and agreements as may be required by the
Company pursuant to the provisions of the Plan. The Exercise
Notice shall be signed by the Optionee and shall be delivered in
person or by certified mail to the Shareholder Services
Department of the Company. The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares. This Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise
Notice accompanied by such aggregate Exercise Price and any
required withholding tax.
No Shares shall be issued pursuant to the exercise of this
Option unless such issuance and exercise complies with all
relevant provisions of law and the requirements of any stock
exchange upon which the Shares are then listed. 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.
3. 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) delivery of a properly executed Exercise Notice
together with such other documentations as the Administrator and
the broker, if applicable, shall require to effect an exercise
of the Option and delivery to the Company of the sale or loan
proceeds required to pay the exercise price; 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
surrender equal to the aggregate Exercise Price of the Exercised
Shares.
4. Non-Transferability of
Option. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of
Optionee only by the Optionee. The terms of the Plan and this
Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
5. Term of Option. This Option
will expire eight (8) years from the date of its grant.
6. Tax Consequences. Some of the
federal tax consequences relating to this Option, as of the date
of this Option, are set forth below. THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
(a) Exercising the Option.
(i) Nonqualified Stock Option
(“NSO”). If this Option does not
qualify as an ISO, the Optionee may incur regular federal income
tax liability upon exercise. The Optionee will be treated as
having received compensation income (taxable at ordinary income
tax rates) equal to the excess, if any, of the fair market value
of the Exercised Shares on the date of exercise over their
aggregate Exercise Price. If the Optionee is an employee or a
former employee, the Company will be required to withhold from
his or her compensation or collect from Optionee and pay to the
applicable taxing authorities an amount equal to a percentage of
this compensation income at the time of exercise.
(ii) Incentive Stock Option
(“ISO”). If this Option qualifies
as an ISO, the Optionee will have no regular federal income tax
liability upon its exercise, although the excess, if any, of the
fair market value of the Exercised Shares on the date of
exercise over their aggregate Exercise Price will be treated as
an adjustment to the alternative minimum tax for federal tax
purposes and may subject the Optionee to alternative minimum tax
in the year of exercise.
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(b) Disposition of Shares.
(i) NSO. If the Optionee holds NSO
Shares for at least one year, any gain realized on disposition
of the Shares will be treated as long-term capital gain for
federal income tax purposes.
(ii) ISO. If the Optionee holds
ISO Shares for at least one year after exercise and two years
after the grant date, any gain realized on disposition of the
Shares will be treated as long-term capital gain for federal
income tax purposes. If the Optionee disposes of ISO Shares
within one year after exercise or two years after the grant
date, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the
extent of the excess, if any, of the lesser of (A) the
difference between the fair market value of the Shares acquired
on the date of exercise and the aggregate Exercise Price, or
(B) the difference between the sale price of such Shares
and the aggregate Exercise Price.
(c) Notice of Disqualifying Disposition of ISO
Shares. If the Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to an ISO on or
before the later of (i) two years after the grant date, or
(ii) one year after the exercise date, the Optionee shall
immediately notify the Company in writing of such disposition.
The Optionee agrees that he or she may be subject to income tax
withholding by the Company on the compensation income recognized
from such early disposition of ISO Shares by payment in cash or
out of the current earnings paid to the Optionee.
By your signature and the signature of the Company’s
representative below, you and the Company agree that this Option
is granted under and governed by the terms and conditions of the
Plan and this Option Agreement. Optionee has reviewed the Plan
and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing
this Option Agreement and fully understands all provisions of
the Plan and Option Agreement. Optionee hereby agrees to accept
as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions relating
to the Plan and Option Agreement. It is agreed that this Option
Agreement shall be interpreted and construed in accordance with
the laws of that jurisdiction in which enforcement is sought.
Should any portion of this Agreement be judicially held to be
invalid, unenforceable or void, such holding shall not have the
effect of invalidating the remainder of this Agreement or any
other part thereof, the parties hereby agreeing that the portion
so held to be invalid, unenforceable, or void shall, if
possible, be deemed amended or reduced in scope. This Option
Agreement shall supersede the terms of any prior agreement or
understanding between Optionee and the Company regarding the
subject matter hereof, and constitutes the full and entire
understanding and agreement between Optionee and the Company
regarding the subject matter hereof. This Option Agreement may
be modified or amended only in writing signed by an officer of
the Company and by Optionee. Optionee agrees and acknowledges
the Company’s “at will” employment policy, which
is that the Company reserves the right to discontinue
Optionee’s employment at any time for any reason or no
reason without notice, and that the Company accords Optionee the
right to discontinue employment at any time for any reason or no
reason without notice. The Company agrees and acknowledges that
it’s “at will” employment policy may not be
enforceable in the jurisdiction in which Optionee is domiciled.
Optionee agrees that nothing in this Agreement shall be
construed as a limitation of the rights of the Company to
terminate Optionee’s employment with the Company at any
time for any reason or no reason without notice.
OPTIONEE:
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NOVELL, INC.: | |
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By:
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Signature
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Xxxx X. Xxxxxxxx | |
Title: Senior Vice President — People | ||
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Print Name
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Mailing Address:
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