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Exhibit 4.03
NON-STATUTORY STOCK OPTION AGREEMENT
This Stock Option Agreement ("Agreement") is entered into as of
_____________1997, between CyberGuard Corporation (the "Corporation"), a
Florida corporation having its principal office in Ft. Lauderdale, Florida, and
_________ (the "Employee") of the Corporation or one of its subsidiaries.
1) The Option. The Corporation hereby grants to
Employee a non-statutory option to purchase an aggregate of 50,000
shares of Common Stock of the Corporation at the price of $_____ per
share (the "Option"), subject to the following conditions:
a) The Option shall not be exercisable to any extent
until and unless the Employee shall have remained
continuously in the employ of the Corporation for one year
from the date hereof. Nothing herein shall limit or restrict
the Corporation's rights to terminate the Employee's
employment.
b) During the lifetime of the Employee, the Option
shall be exercisable only by the Employee, and (except when
Section 2) is applicable) only while the Employee continues
as an employee of the Corporation
c) Notwithstanding any other provision of this
Agreement, the Option shall expire no later than five years
from the date hereof, and shall not be exercisable
thereafter.
d) The number of shares of Common Stock with respect
to which the Option may be exercised from time to time is
further limited to the following percentages of the aggregate
number of shares optioned hereby:
i) After the end of one year and prior to
the end of two years from the date hereof, not more
than thirty-three percent (33.333%); ii) After the
end of two years and prior to the end of three years
from the date hereof, not more than sixty-six
percent (66.666%);
ii) After the end of two years and prior
to the end of three years from the date hereof, not
more than sixty-six percent (66.666%);
iii) After the end of three years from the
date hereof, one-hundred percent (100%).
2) Termination of Employment
a) Death. In the event of the death of the Employee,
the Option shall be exercisable only within the twelve (12)
months next succeeding the date of death, and then only (i)
by the executor or administrator of the Employee's estate or
by the person or persons to whom the Employee's rights under
the Option shall pass by the Employee's will or the laws of
descent and distribution, and (ii) if and to the extent that
the Option was exercisable at the date of the Employee's
death.
b) Disability. In the event of termination of
Employee's employment due to disability of the Employee, the
Option shall be exercisable by the Employee only within the
twelve (12) months following such cessation of employment but
no later than the expiration date
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described in Section (B)) and to the extent that the Option
was exercisable at the date of such cessation of employment,
and no more.
c) Retirement. In the event of retirement of the
Employee, the Option shall be exercisable by the Employee
only within twelve (12) months following such cessation of
employment, but no later than the expiration date described
in Section (B)) and to the extent that the Option was
exercisable at the date of such cessation of employment, and
no more.
d) Termination of Employment. In the event of
termination of employment for reasons other than death,
disability or retirement, the Option shall be exercisable
only by the Employee within six (6) months following such
cessation of employment but no later than the expiration date
described in Section (B)) and to the extent that it was
exercisable at the date of such cessation of employment, and
no more.
3) Exercise of Option. The Option may be exercised by
delivering to the Corporation at the office of the Corporate Secretary
(i) a written notice, signed by the person entitled to exercise the
Option, stating the number of shares such person then elects to
purchase hereunder, (ii) payment in an amount equal to the full
purchase price of the shares then to be purchased, and (iii) in the
event the Option is exercised by any person other than the Employee,
evidence satisfactory to the Corporation that such person has the
right to exercise the Option. If it is required (in the estimation of
the Corporation), the Corporation also may require the payment of any
withholding or other applicable taxes at the time of exercise of the
Option. Payment shall be made (a) in cash, (b) in previously acquired
shares of Common Stock of the Corporation, valued at their Fair Market
Value on the day preceding the exercise date of the Option, or (c) in
any combination of cash and such shares. Shares tendered in payment of
the purchase price which have been acquired through an exercise of a
stock option shall have been held at least six (6) months prior to
exercise of the Option. Upon the due exercise of the Option, the
Corporation shall issue in the name of the person exercising the
Option, and deliver to the Employee, one or more certificates for the
shares in respect of which the Option shall have been so exercised.
The Employee acknowledges that the Employee does not have any rights
as a shareholder in respect of any shares as to which the Option shall
not have been duly exercised and that no rights as a shareholder shall
arise in respect of any such shares until and except to the extent
that a certificate or certificates for such shares shall have been
issued.
4) Prohibition Against Transfer. The Option and rights
granted by the Corporation under this Agreement are not transferable
except by will or the laws of descent and distribution. Without
limiting the generality of the foregoing, the Option may not be
assigned, transferred except as aforesaid, pledged or hypothecated,
shall not be assignable by operation of law, and shall not be subject
to execution, attachment or similar process. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the Option
contrary to the provisions hereof, or the levy of any execution,
attachment or similar process upon the Option, shall be null and void
and without effect.
5) Adjustments. In case there shall be a merger,
reorganization, consolidation, recapitalization, stock dividend or
other change in corporate structure such that shares of Common Stock
are changed into or become exchangeable for a larger or smaller number
of shares, the number of shares subject to outstanding Options shall
be increased or decreased in direct
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proportion to the increase or decrease in the number of shares of
Common Stock by reason of such change in corporate structure. The
number of shares shall always be a whole number, and the purchase
price per share of any outstanding Options shall, in the case of an
increase in the number of shares, be proportionately reduced, and in
the case of a decrease in the number of shares, shall be
proportionately increased all terms and conditions of such adjustments
shall be determined by the Corporation's Board of Directors, in its
sole discretion.
6) Employment by Parent, Subsidiary or Successor. For
the purpose of this Agreement, employment by a parent or subsidiary of
or a successor to the Corporation shall be considered employment by
the Corporation. "Parent" and "subsidiary" as used herein shall have
the meaning of "parent" and "subsidiary corporation," respectively, as
defined in Section 424 of the Internal Revenue Code of 1986, as
amended, or subsequent comparable statute.
7) Entire Agreement. This Agreement embodies the entire
agreement and understanding of the parties with respect to the Option.
Without limiting the generality of the foregoing, this Option is not
issued pursuant to any stock option plan or other plan of the
Corporation.
8) Miscellaneous. Words such as "herein", "hereof" and
"hereunder" when used in this Agreement shall refer to this Agreement
as a whole unless the context otherwise requires. This Agreement
constitutes the entire agreement and supersedes all prior agreements
and understandings, both oral and written, between the parties hereto
with respect to the subject matter hereof, and, except as expressly
provided herein, is not intended to confer upon any person other than
the parties hereto any rights or remedies. This Agreement shall be
governed by and construed in accordance with the laws of the State of
Florida. This Agreement may be amended or modified only in a written
document executed by both of the parties hereto. Employee shall not
have any of the rights of a shareholder with respect to any shares
subject to an Option until such shares have been issued upon the
proper exercise of such Option.
IN WITNESS WHEREOF, the parties hereto have executed this
Stock Option Agreement in duplicate as of the day and year first above
written.
CyberGuard Corporation EMPLOYEE
By:
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Xxxxxx X. Xxxxxxxx
Chairman, President and
Chief Executive Officer
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