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EXHIBIT 99.2
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Form of Stock Option Agreement under the
Paradyne Networks, Inc. 2000 Broad-Based Stock Plan
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EXHIBIT 99.2
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NOTICE OF GRANT OF STOCK OPTIONS
AND OPTION AGREEMENT
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PARADYNE NETWORKS, INC.
ID: 00-0000000
0000 000xx Xxxxxx Xxxxx
Xxxxx, XX 00000
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First Name Last Name Option Number
Plan: 2000
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Address
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City State Country Zip Code ID
Effective ________________, you have been granted a(n) Non-Qualified Stock
Option to buy ______________ shares of Paradyne Networks, Inc. (the Company)
stock at _____________ per share.
The total option price of the shares granted is __________________.
Shares in each period will become fully vested on the date shown.
Shares Vest Type Full Vest Expiration
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Period 1 ___________ On Vest Date _______ Vest Date _______ Expiration Date ________
Period 2 ___________ Quarterly __________ Vest Date _______ Expiration Date ________
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By your signature and the Company's signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions
of the Company's Stock Option Plan as amended and the Option Agreement, all of
which are attached and made a part of this document.
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/s/ Xxxxxxx X. Xxxxxx Nov. 9, 2000
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Paradyne Networks, Inc. Date
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First Name Last Name Date
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PARADYNE NETWORKS, INC.
2000 BROAD-BASED STOCK PLAN
NONSTATUTORY STOCK OPTION GRANT
NOTICE AND AGREEMENT
The details of your option are as follows:
1. VESTING. Subject to the limitations contained herein and the
Plan, or as modified on any attachment hereto, your option will vest eighteen
and three quarters percent (18.75%) nine months after the Vesting Start Date,
rounded down to the nearest whole number, and six and one quarter percent
(6.25%) on each three (3) month anniversary of the Vesting Start Date
thereafter (for full vesting after four (4) years), provided that vesting will
cease upon the termination of your Continuous Status as an Employee, Director
or Consultant. Notwithstanding the foregoing, your option will be forfeited as
of the time you engage in conduct leading to the termination of your employment
with the Company for Cause. For this purpose, "Cause" shall mean willful
misconduct which is materially injurious to the Company or its affiliates
monetarily or otherwise. Further, your option is subject to forfeiture to the
extent not prohibited by applicable law if you engage in competition with the
Company.
2. WHOLE SHARES. Your option may only be exercised for whole
shares.
3. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the
contrary contained herein, your option may not be exercised unless the shares
issuable upon exercise of your option are then registered under the Securities
Act or, if such shares are not then so registered, the Company has determined
that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. All certificates representing any of the
Common Stock subject to the option shall have endorsed thereon appropriate
legends reflecting restrictions pursuant to the Plan and/or applicable
securities laws.
4. TERM. The term of your option commences on the Vesting Start
Date and expires upon the earliest of:
(i) the tenth (10th) anniversary of the Vesting
Start Date;
(ii) twelve (12) months after your death, if you
die during your Continuous Status as an Employee, Director or Consultant; or
(iii) twelve (12) months after the termination of
your Continuous Status as an Employee, Director or Consultant due to
disability; or
(iv) sixty (60) days after the termination of
your Continuous Status as Employee, Director or Consultant for any other
reason, provided that during any part of such sixty (60) day period the option
is not exercisable solely because of the condition set forth in Section 3
(Securities Law Compliance), in which event the option shall not expire
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until the earlier of the Expiration Date or until it shall have been
exercisable for an aggregate period of sixty (60) days after the termination of
your Continuous Status as an Employee, Director or Consultant.
5. EXERCISE AND METHOD OF PAYMENT.
(a) You may exercise your vested option during its term
by delivering a notice of exercise (in a form designated by the Company)
together with the exercise price to the Corporate Secretary of the Company, or
to such person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require.
(b) By exercising your option you agree that:
(i) as a condition to any exercise of your
option, the Company may require you to enter an arrangement providing for the
payment by you to the Company of any tax withholding obligation of the Company
arising by reason of (1) the exercise of your option; (2) the lapse of any
substantial risk of forfeiture to which the shares are subject at the time of
exercise; or (3) the disposition of shares acquired upon such exercise;
(ii) the Company (or a representative of the
underwriters) may, in connection with the first underwritten registration of
the offering of any securities of the Company under the Act, require that you
not sell or otherwise transfer or dispose of any shares of Common Stock or any
other securities of the Company during such period (not to exceed one hundred
eighty (180) days) following the effective date of the registration statement
of the Company filed under the Act as may be requested by the Company or the
representative of the underwriters. You further agree that the Company may
impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such period.
(c) Payment of the exercise price by cash is due in full
upon exercise of all or any part of your opinion, provided that you may elect,
to the extent permitted by applicable law, to make payment pursuant to a
cashless exercise program under which, prior to the issuance of Common Stock,
results in either the receipt of cash (or check) by the Company or the receipt
of irrevocable instructions to pay the aggregate exercise price to the Company
from the sales proceeds.
6. TRANSFERABILITY. Your option is not transferable, except by
will or by the laws of descent and distribution, and is exercisable during your
life only by you. Notwithstanding the foregoing, by delivering written notice
to the Company, in a form satisfactory to the Company, you may designate a
third party who, in the event of your death, shall thereafter be entitled to
exercise your option.
7. OPTION NOT AN EMPLOYMENT CONTRACT. Your option is not an
employment contract and nothing in your option shall be deemed to create in any
way whatsoever any obligation on your part to continue in the employ of the
Company, or of the Company to continue your employment with the Company.
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8. NOTICES. Any notices provided for in your option or the Plan
shall be given in writing and shall be deemed effectively given upon receipt
or, in the case of notices delivered by the Company to you, five (5) days after
deposit in the United States mail, postage prepaid, addressed to you at the
last address you provided to the Company.
9. GOVERNING PLAN DOCUMENT. Your option is subject to all the
provisions of the Plan, the provisions of which are hereby made a part of your
option, including without limitation the provisions of the Plan relating to
option provisions, and is further subject to all interpretations, amendments,
rules and regulations which may from time to time be promulgated and adopted
pursuant to the Plan. In the event of any conflict between the provisions of
your option and those of the Plan, the provisions of the Plan shall control.
Defined terms not explicitly defined in this Agreement but defined in the Plan
shall have the same definitions as in the Plan.
10. ENTIRE UNDERSTANDING. You agree as of the Vesting Start Date,
this Agreement, the Notice of Grant of Stock Options and Option Agreement, and
the Plan set forth the entire understanding between you and the Company and
supersedes all prior oral and written agreements on that subject with the
exception of (i) options previously granted and delivered to you under the Plan
and (ii) the terms on the attachment hereto, if any, agreed to by you and the
Company.
Please indicate your acceptance of terms hereof, and acknowledge that you have
received copies of the Plan, by signing at the place provided and returning the
original of this Agreement to the Corporate Secretary, Paradyne Networks, Inc.,
0000 000xx Xxx. N., Largo, Florida 33733 within ten business days of its
receipt by you.
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