NOVELL, INC. 2000 STOCK PLAN STOCK OPTION AGREEMENT
Exhibit
(d)(4)
NOVELL,
INC. 2000 STOCK PLAN
Unless otherwise defined herein, the terms defined in the
Novell, Inc. 2000 Stock Plan (the “Plan”) shall have
the same defined meanings in this Option Agreement.
I. NOTICE
OF STOCK OPTION GRANT
Optionee:
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EID | |
Name | ||
Xxxxxxx | ||
Xxxxxxx | ||
Xxxx, Xx Xxx | ||
Xxxxxxx |
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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##### | |
Date of Xxxxx
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Xxxxx Date | |
Exercise Price per Share
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$Price | |
Total Number of Shares Granted
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##### | |
Type of Option:
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Nonstatutory Stock Option | |
Term/Expiration Date:
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Expire Date |
Vesting Schedule: Subject to the
Optionee continuing to be a Service Provider on such dates, this
Option shall vest and become exercisable in accordance with the
following 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 6.25% vesting on each quarterly
anniversary of the Date of Grant, subject to the Optionee
continuing to be a Service Provider on such dates. Unless the
Administrator provides otherwise, vesting of Options granted
hereunder shall be (i) tolled during any unpaid personal
leave of absence and (ii) tolled as of the 91st day of
any other leave of absence.
In the event that an Optionee is terminated due to a job
elimination or reduction in force, the following provision shall
apply. Immediately upon an Optionee’s termination, due to
job elimination or reduction in force, while a Service Provider,
each of the Optionee’s outstanding Options shall become
vested on an accelerated basis with respect to all Shares that
would have become vested during the 90 days following such
termination if Optionee had remained a Service Provider.
Termination Period: This Option may be
exercised for 60 days after Optionee ceases to be a Service
Provider or such longer period as may be applicable upon death,
Disability or Retirement of Optionee as provided in the Plan,
but in no event shall this Option be exercised later than the
Term/Expiration Date as provided above.
II. AGREEMENT
1. Grant of Option. This Option
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, as 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 Plan, which is incorporated herein by reference. Subject
to Section 16(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 Option Agreement, the terms and conditions of
the Plan shall prevail.
If designated in the Notice of Grant 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
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Stock Option, to the extent that it exceeds the $100,000 rule of
Code Section 422(d), it shall be treated as a Nonstatutory
Stock Option (“NSO”).
2. Exercise of Option.
(a) Right to Exercise. The
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.
(b) Method of Exercise. This
Option is exercisable by delivery of an exercise notice, which
shall state the election to exercise the Option, the number of
Shares in respect of 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 completed
by the Optionee and delivered to 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.
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.
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) cashier’s or certified 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 surrender equal to the
aggregate Exercise Price of the Exercised Shares.
4. 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 may
be exercised only within the term set out in the Notice of
Grant, and may be exercised during such term only in accordance
with the Plan and the terms of this Option Agreement.
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) Nonstatutory Stock Option. The
Optionee may incur regular federal income tax liability upon
exercise of a NSO. 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, and
the Optionee agrees that the Company shall be entitled to
withhold, from his or her compensation or collect from Optionee
and pay to the applicable taxing authorities an amount in cash
equal to a percentage of this compensation income at the time of
exercise, and may refuse to honor the exercise and refuse to
deliver Shares if such withholding amounts are not delivered at
the time of exercise.
(ii) Incentive Stock Option. 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 alternative minimum
taxable income for federal tax purposes and may subject the
Optionee to alternative minimum tax in the year of exercise. In
the event that the Optionee ceases to be an Employee but remains
a Service Provider, any Incentive Stock Option of the Optionee
that remains unexercised shall cease to qualify as an Incentive
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Stock Option and will be treated for tax purposes as a
Nonstatutory Stock Option on the date three (3) months and
one (1) day following such change of status.
(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. Any additional gain will be
taxed as capital gain, short-term or long-term depending on the
period that the ISO Shares were held.
(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.
7. Entire Agreement; Governing
Law. The Plan is incorporated herein by
reference. The Plan and this Option 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 and 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 Optionee. This agreement is
governed by the internal substantive laws, but not the choice of
law rules, of Utah.
8. NO GUARANTEE OF CONTINUED
SERVICE. 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 RIGHT OR THE
COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP
AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.
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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. Optionee further agrees to
notify the Company upon any change in the residence address
indicated below.
OPTIONEE:
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Novell, Inc. | |
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Signature
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Xxxx X. Xxxxxxxx Senior Vice President, People |
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Print Name
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Residence Address
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Residence Address
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