PEREGRINE SYSTEMS, INC.
1995 STOCK OPTION PLAN FOR FRENCH EMPLOYEES
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the 1995 Stock Option
Plan for French Employees shall have the same defined meanings in this Option
Agreement.
I. NOTICE OF STOCK OPTION GRANT
Optionee's Name and Address:
------------------------------
------------------------------
------------------------------
You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Stock Option Agreement,
as follows:
Date of Xxxxx
------------------------------
Vesting Commencement Date
------------------------------
Exercise Price per Share $
------------------------------
Total Number of Shares Granted
------------------------------
Total Exercise Price $
------------------------------
Term/Expiration Date:
------------------------------
VESTING SCHEDULE:
[THIS OPTION MAY BE EXERCISED, IN WHOLE OR IN PART, IN ACCORDANCE WITH THE
FOLLOWING SCHEDULE: 25% OF THE SHARES SHALL VEST ON THE DATE TWELVE (12) MONTHS
FROM THE VESTING COMMENCEMENT DATE, AND ONE FORTY-EIGHTH (1/48) OF THE SHARES
SHALL VEST EACH MONTH THEREAFTER.]
TERMINATION PERIOD:
-1-
This Option may be exercised for thirty (30) days after termination of
employment relationship, or such longer period as may be applicable upon death
or Disability of Optionee as provided in the Plan.
II. AGREEMENT
1. GRANT OF OPTION. The Board of the Company hereby grants to the
Optionee named in the Notice of Grant attached as Part I of this Agreement (the
"Optionee"), an option (the "Option") to purchase a 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 14(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.
2. EXERCISE OF OPTION.
(a) RIGHT TO EXERCISE. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement. In the event of
Optionee's death, Disability or other termination of Optionee's employment
relationship, the exercisability of the Option is governed by the applicable
provisions of the Plan and this Option Agreement.
(b) METHOD OF EXERCISE. This Option is exercisable by delivery of an
exercise notice to the Company, in the form attached as Exhibit A (the "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"), by delivery of a subscription agreement to the Subsidiary, in the form
attached as Exhibit B (the "Subscription Agreement") and such other
representations and agreements as may be required by the Company or the
Subsidiary pursuant to the provisions of the Plan. Until the stock certificate
evidencing such Shares is issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company), no
right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option. The Company shall issue to the Optionee (or cause to be issued) such
stock certificate promptly after the Option is exercised. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 12 of the
Plan. The Exercise Notice and Subscription Agreement shall be signed by the
Optionee and shall be delivered in person or by certified mail to the Secretary
of the Subsidiary. The Exercise Notice and Subscription Agreement 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
Subsidiary of such fully
-2-
executed Exercise Notice and Subscription Agreement 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 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 check (denominated in U.S. Dollars);
(b) wire transfer (denominated (in U.S. Dollars);
(c) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and a broker, if applicable, shall
require to effect an exercise of the Option and delivery to the Company of an
amount of the sale or loan proceeds required to pay the exercise price.
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 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.
OPTIONEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE
COMPANY'S STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL
CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE
COMPANY OR THE SUBSIDIARY.
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
-3-
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: PEREGRINE SYSTEMS, INC.
By:
----------------------------------- --------------------------------
Signature
Title:
----------------------------------- -----------------------------
Print Name
-4-
EXHIBIT A
PEREGRINE SYSTEMS, INC.
1995 STOCK OPTION PLAN FOR FRENCH EMPLOYEES
EXERCISE NOTICE
Peregrine Systems, Inc.
[address]
Attention: General Secretary
1. EXERCISE OF OPTION. Effective as of today, ___________, 199__, the
undersigned ("Optionee") hereby elects to purchase _________ shares (the
"Shares") of the Common Stock of Peregrine Systems, Inc. (the "Company") under
and pursuant to the 1995 Stock Option Plan for French Employees (the "Plan") and
the Stock Option Agreement dated ___________ (the "Option Agreement"). The
purchase price for the Shares shall be $__________, as required by the Option
Agreement.
2. DELIVERY OF PAYMENT. Optionee herewith delivers to the Company the
full purchase price for the Shares.
3. REPRESENTATIONS OF OPTIONEE. Optionee acknowledges that Optionee has
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions.
4. RIGHTS AS SHAREHOLDER. Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a shareholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option.
5. TAX CONSULTATION. Optionee represents that Optionee has consulted
with any tax consultants Optionee deems advisable in connection with the
purchase or disposition of the Shares and that Optionee is not relying on the
Company for any tax advice.
6. ENTIRE AGREEMENT; GOVERNING LAW. The Plan and Option Agreement are
incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties and supersede in their
entirety all prior undertakings
-1-
and agreements of the Company and Optionee with respect to the subject matter
hereof, and such agreement is governed by the laws of California and the United
States of America except for that body of laws pertaining to conflict of laws.
Submitted by: Accepted by:
OPTIONEE: PEREGRINE SYSTEMS, INC.
By:
----------------------------------- --------------------------------
Signature
Its:
----------------------------------- -------------------------------
Print Name
ADDRESS:
--------------------
--------------------
-2-
EXHIBIT B
PEREGRINE SYSTEMS, INC.
1995 STOCK OPTION PLAN FOR FRENCH EMPLOYEES
SUBSCRIPTION AGREEMENT
Peregrine Systems, Inc.
[address]
Attention: General Secretary
1. AMOUNT AND TERMS OF THE SUBSCRIPTION
In conformity with the Stock Option Plan reserved to the French
employees (the "Plan"), Options to subscribe to Shares of Common Stock (the
"Shares") of Peregrine Systems, Inc. (the "Company") were granted according to
the Stock Option Agreement dated _________________ (the "Option Agreement").
_______ Shares shall be issued to the benefit of the undersigned (the
"Subscriber") by an increase in capital in accordance with the applicable laws
of the United States of America and the State of California.
The increase in capital shall take place within the limits of the
authorized capital of the Company.
The Shares subscribed to may be paid up by:
(a) cash or check (denominated in U.S. Dollars);
(b) wire transfer (denominated in U.S. Dollars);
(c) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and a broker, if applicable, shall
require to effect an exercise of the Option and delivery to the Company of an
amount of the sale or loan proceeds required to pay the exercise price.
2. TRANSFER OF THE FUNDS
-1-
The funds coming from the subscription of Shares under the Plan shall
be paid over to the Subsidiary by the participating Employees. Full payment
shall be deemed to be definitively made upon the date of receipt of the payment
in the bank accounts in France of the Subsidiary.
3. SUBSCRIPTION AGREEMENT
I, the undersigned, Last name
--------------------------------
First name
--------------------------------
Residence
--------------------------------
subscribe to ________ Shares.
Supporting my subscription I shall pay the total amount of the Purchase
Price of the Shares following one or more of the methods described in Section 1
above.
The Subscriber PEREGRINE SYSTEMS, INC.
Signature By
------------------------- --------------------------------
Name Title
------------------------------ -----------------------------
Address
-------------------------
-------------------------
-------------------------
-2-
