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Exhibit 4.02
Grant No.:_________
Exhibit A
to
The Xxxxxxxxx Avenue Software Corporation
Stock Option Plan
Grant Agreement
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THE XXXXXXXXX AVENUE SOFTWARE CORPORATION STOCK OPTION PLAN GRANT AGREEMENT
The Xxxxxxxxx Avenue Software Corporation (the "Company"), hereby grants
nonqualified stock options ("Options") to the Participant named below, pursuant
to the Company's Stock Option Plan (the "Plan"), to purchase shares of the
Company's Common Stock ("Common Stock") as described below. The Options are
subject to all of terms and conditions of the Plan, which is attached to this
Agreement and is incorporated into this Agreement by reference. All capitalized
terms in this Agreement that are not defined in the Agreement have the meanings
given to them in the Plan. Notwithstanding the foregoing, for a period of
forty-five days following the Date of Grant set forth below, the Options are
subject to cancellation by the Company for any reason, and at any time, without
compensation to the Participant. Such right of cancellation shall terminate
effective immediately prior to the closing of a transaction described in Section
14.1 of the Plan or the occurrence of a Corporate Transaction as defined in
Section 14.2 of the Plan.
Name of Participant: (FirstName) (LastName)
Address (AddressLine1)
(City) (State) (ZipCode)
Number of Options: **(SharesGranted) **
Exercise Price Per Option: (OptionPrice)
Date of Grant:
First Vesting Date: (Period1VestDate)
Expiration Date:
Vesting Schedule: So long as Participant is employed by the Company or any of its Subsidiaries,
25% of the Options will vest on the First Vesting Date; then 2.0833% of the
Options will vest on each monthly anniversary of the First Vesting Date until
100% vested. On Termination, the Options shall either cease to vest or, in the
event Participant is totally disabled or dies as provided in Section 5.5 of the
Plan, accelerate in full. In the event that Participant is Terminated without
Cause, 50% of all of the Options granted which have not vested shall vest
immediately as provided in Section 5.5(a) of the Plan and the remaining Options
shall expire. Following Termination, Participant may exercise the Options only
as provided in Section 5.5 of the Plan. Vesting may also be suspended in
accordance with Company policies with respect to vesting during leaves of
absences, as described in Section 5.3 of the Plan.
To exercise Options, Participant must follow the procedures established by the
Company, as described the Plan. Options may be exercised only to the extent they
are vested. Payment of the Exercise Price for the Options may be made in cash
(by check) and/or, if a public market exists for the Company's Common Stock,
by means of a Same-Day-Sale Commitment or Margin Commitment from Participant
and an NASD Dealer (as described in Section 9.1 of the Plan). Upon exercise of
the Options, Participant understands that the Company may be required to withhold
taxes.
This Agreement (including the Plan, which is incorporated by reference)
constitutes the entire agreement between the Company and the Participant with
respect to the Options, and supersedes all prior agreements or promises with
respect to the Options. Except as provided in the Plan, this Agreement may be
amended only by a written document signed by the Company and the Participant.
Subject to the terms of the Plan, the Company may assign any of its rights and
obligations under this Agreement to its Parent, and this Agreement shall be
binding on, and inure to the benefit of, the successors and permitted assigns of
the Company. Subject to the restrictions on transfer of the Options described in
the Plan, this Agreement shall be binding on Participant's permitted successors
and assigns (including heirs, executors, administrators and legal
representatives). All notices required under this Agreement or the Plan must be
mailed or hand-delivered to the Company or the Participant at their respective
addresses set forth in this Agreement, or at such other address designated in
writing by either of the parties to the other.
The Company has signed this Option Agreement effective as the Date of Grant.
THE XXXXXXXXX AVENUE SOFTWARE CORPORATION
0000 Xxxxxx Xxxxxx #000
Xxxxxxxx, Xxxxxx
X0X 0X0
By:
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PARTICIPANT'S ACCEPTANCE
I accept this Agreement and agree to the terms and conditions in this Agreement
and the Plan. I acknowledge that I have received a copy of the Plan, and I
understand and agree that this Agreement is not meant to interpret, extend, or
change the Plan in any way, nor to represent the full terms of the Plan. If
there is any discrepancy, conflict or omission between this Agreement and the
provisions of the Plan as interpreted by the Company, the provisions of the Plan
shall apply. I understand and agree that for a
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period ending forty-five days following the Date of Grant (or, if earlier, the
closing of a transaction described in Section 14.1 of the Plan or the occurrence
of a Corporate Transaction as defined in Section 14.2 of the Plan) the Company
may cancel the Options for any reason, and at any time, without compensation to
me. I further acknowledge and agree that in the event that all of the
outstanding share capital of the Company is acquired by another legal entity and
the acquiring legal entity or its Parent legal entity assumes the Options, I
shall have no further rights to purchase Shares of the Company pursuant to such
Options and shall instead acquire rights to purchase shares of the acquiring
legal entity or its parent legal entity subject to the same terms as the
Options, except that the number of Shares subject to the Options and the
Exercise Price per Share subject to the Options may be adjusted pursuant to the
terms of the agreement for the acquisition of all of the outstanding share
capital of the Company. I hereby agree to be bound by any such adjustment.
The Participant confirms his/her express wish that this Agreement be drawn up in
the English language. Les parties aux presentes acceptent que la presente
entente soit redigee en langue anglaise.
Signature:
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Date:
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