Exhibit 10.2B
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE PRIMIX SOLUTIONS INC.
1996 STOCK PLAN
Pursuant to the Primix Solutions Inc. 1996 Stock Plan, as amended through
the date hereof (the "Plan"), Primix Solutions Inc. (the "Company") hereby
grants to the Optionee named in Exhibit A attached hereto an option (the "Stock
Option") to purchase on or prior to the Expiration Date specified in Exhibit A
all or part of the number of shares ("Option Shares") of Common Stock, par value
$.001 per share (the "Stock"), of the Company specified in Exhibit A at the
Option Exercise Price per Share specified in Exhibit A subject to the terms and
conditions set forth herein and in the Plan.
1. Vesting Schedule. No portion of this Stock Option may be exercised
until such portion shall have vested. Except as set forth below, and subject to
the discretion of the Committee (as defined in paragraph 2 of the Plan) to
accelerate the vesting schedule hereunder, for so long as the Optionee is a
director of, or employed as an employee or officer of, or retained to render
services as a consultant of, the Company or a Related Corporation, this Stock
Option shall vest in accordance with the vesting schedule specified in Exhibit
A.
Unless alternate provisions are made, this Stock Option will terminate
upon the occurrence of (i) the dissolution or liquidation of the Company, (ii) a
merger, consolidation or other business combination in which the Company is
acquired by another entity (other than a holding company formed by the Company)
or in which the Company is not the surviving entity ("Acquisition") or (iii) the
sale of all or substantially all of the assets of the Company to another entity
("Sale"). In the event of a termination due to an Acquisition or Sale, such
portions of this Stock Option which have vested plus such additional portions
which by their terms vest upon an Acquisition or Sale, shall be exercisable for
at least fifteen (15) days prior to the date of such termination.
2. Manner of Exercise.
(a) The Optionee may exercise this Stock Option only in the
following manner: from time to time on or prior to the Expiration Date of this
Stock Option, the Optionee may give written notice to the Company of his or her
election to purchase some or all of the vested Option Shares purchasable at the
time of such notice. This notice shall specify the number of Option Shares to be
purchased.
Payment of the purchase price for the Option Shares may be made by one or
more of the following methods: (i) in cash, by certified or bank check or other
instrument acceptable to the Committee; (ii) by the Optionee delivering to the
Company a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or a check
payable and acceptable to the Company to pay the Stock Option purchase price,
provided that in the event the Optionee chooses to pay the Stock Option purchase
price as so provided, the Optionee and the broker shall comply with such
procedures and enter into such agreements of
indemnity and other agreements as the Committee shall prescribe as a condition
of such payment procedure; or (iii) at the discretion of the Committee by any
combination of (i) and (ii) above. Payment instruments will be received subject
to collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for the
Option Shares, as set forth above and any agreement, statement or other evidence
that the Company may require to satisfy itself that the issuance of Stock to be
purchased pursuant to the exercise of Stock Options under the Plan and any
subsequent resale of the shares of Stock will be in compliance with applicable
laws and regulations.
(b) Certificates for shares of Stock purchased upon exercise of this
Stock Option shall be issued and delivered to the Optionee upon compliance to
the satisfaction of the Committee with all requirements under applicable laws or
regulations in connection with such issuance and with the requirements hereof
and of the Plan. The determination of the Committee as to such compliance shall
be final and binding on the Optionee. The Optionee shall not be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
of Stock subject to this Stock Option unless and until this Stock Option shall
have been exercised pursuant to the terms hereof, the Company shall have issued
and delivered the shares of Stock to the Optionee, and the Optionee's name shall
have been entered as the stockholder of record on the books of the Company.
Thereupon, the Optionee shall have full voting, dividend and other ownership
rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock
Option may be exercised at any one time shall be 100 shares, unless the number
of shares with respect to which this Stock Option is being exercised is the
total number of shares subject to exercise under this Stock Option at the time.
3. Termination of Employment. If the Optionee's employment or service
relationship as a director or consultant ("Service Relationship") with the
Company or a Related Corporation (as defined in the Plan) is terminated, this
Stock Option shall no longer vest and the period within which to exercise the
Stock Option to the extent then vested and exercisable may be subject to earlier
termination as set forth below.
(a) Termination Due to Death. If the Optionee's Service Relationship
with the Company or a Related Corporation terminates by reason of death, any
Stock Option held by the Optionee, to the extent exercisable, may thereafter be
exercised by the Optionee's personal representative or beneficiary who has
acquired the Stock Option by will or by the laws of descent and distribution for
a period of 360 days from the date of death or until the Expiration Date, if
earlier.
(b) Termination Due to Disability. If the Optionee's Service
Relationship with the Company or a Related Corporation terminates by reason of
disability (as defined in Paragraph 11 of the Plan), any Stock Option held by
the Optionee shall become fully exercisable
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and may thereafter be exercised by the Optionee for a period of 360 days from
the date of termination or until the Expiration Date, if earlier.
(c) Termination of Service Relationship. If the Optionee's Service
Relationship with the Company or a Related Corporation terminates for any reason
other than death or disability (as defined in paragraph 11 of the Plan), and
unless otherwise determined by the Committee, any Stock Option held by the
Optionee may be exercised, to the extent exercisable on the date of termination,
for a period of fifteen (15) days from the date of termination or until the
Expiration Date, if earlier. Any Stock Option that is not exercisable at such
time shall terminate immediately and be of no further force or effect.
(d) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date
hereof.
4. Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Stock Option shall be subject to and governed by the terms and conditions
of the Plan. Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified herein or in
Exhibit A attached hereto and incorporated herein.
5. Transferability. This Agreement is personal to the Optionee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution. This
Stock Option is exercisable, during the Optionee's lifetime, only by the
Optionee, and thereafter, only by the Optionee's personal representative or
beneficiary.
6. Tax Withholding. No later than the date as of which part or all of the
value of any shares of Stock received under the Plan first becomes includible in
the Optionee's gross income for Federal tax purposes, the Optionee shall make
arrangements with the Company in accordance with paragraph 20 of the Plan
regarding payment of any Federal, state or local taxes required to be withheld
with respect to such income.
7. Miscellaneous.
(a) Notice hereunder shall be given to the Company at its principal
place of business, and shall be given to the Optionee at the address set forth
below, or in either case at such other address as one party may subsequently
furnish to the other party in writing.
(b) This Stock Option does not confer upon the Optionee any rights
with respect to continuance of employment by the Company or any Related
Corporation.
(c) Pursuant to paragraph 16 of the Plan, the Committee may at any
time amend or cancel any outstanding portion of this Stock Option, but no such
action may be taken which adversely affects the Optionee's rights under this
Agreement without the Optionee's consent.
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EXECUTED as of the date set forth below.
PRIMIX SOLUTIONS INC.
Dated: By:
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Name:
Title:
The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated:
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Optionee's Signature
Optionee's Name:
--------------------
Optionee's Address:
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Primix Solutions Inc.
Non-Qualified Stock Option Agreement (1996 Stock Plan)
Exhibit A
Optionee: __________________
Option Grant Date: __________________
Option Shares: __________________
Option Exercise Price per Share: $_________________
Expiration Date: Ten (10) years from Option Grant Date
Vesting: For so long as the Optionee is a director of, or
employed as an employee or officer of, or retained
to render services as a consultant of, Primix
Solutions Inc. or a Related Corporation (as
defined in the 1996 Stock Plan), this Stock Option
shall vest over four years as follows: (i) 25% of
the Option Shares shall vest on the 1st
anniversary of the Option Grant Date; and (ii)
1/16th of the Option Shares shall vest quarterly
thereafter.
This Exhibit A is made a part of, and is subject to the terms and
conditions of, the Incentive Stock Option Agreement dated as of the Option Grant
Date set forth above between Primix Solutions Inc. and the Optionee signing
below.
By signing below, the parties acknowledge and agree to the foregoing terms
and conditions as of the Option Grant Date set forth above.
PRIMIX SOLUTIONS INC. OPTIONEE
By: _________________________________ _________________________________
Name: Name:
Title:
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