EXHIBIT 3.8
MRO SOFTWARE, INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement is made between MRO Software, Inc. (the "Company")
and the undersigned Optionee as of the date indicated below (this "Agreement"),
pursuant and subject to the Company's Amended and Restated 1999 Equity Incentive
Plan as amended through the date hereof (the "Plan").
1. Purpose and Scope of this Agreement, the Plan and Schedule A.
a. This Agreement is entered into pursuant and subject to the terms and
conditions of the Plan. In the event of any conflict between the
terms of this Agreement and the Plan, the Plan shall take
precedence. All capitalized terms not otherwise defined herein shall
have the meanings given in the Plan.
b. The Optionee may be granted one or more stock options under this
Agreement. The specific number of shares, the vesting schedule,
provisions for early exerciseability (if any), the exercise price,
whether the Option is intended to be treated as an Incentive Stock
Option or a Nonstatutory Option, and other terms specific to each
option granted under this Agreement will be set forth on one or more
Schedule As, executed by the parties, referencing this Agreement,
incorporated herein and made a part hereof.
2. Term. Each Option shall take effect on the date of grant as indicated on
the particular Schedule A, and expire ten years from the date of grant (or
such shorter period of time as may be specified in a particular Schedule
A).
3. Exercise Price and Payment for Shares. The exercise price of each Option
shall be as indicated on the applicable Schedule A. The exercise price
shall be paid in cash at the time that an Option is exercised, or in any
other form of legal consideration that may be acceptable to the Committee
on terms determined by the Committee.
a. Tax Withholding. The Optionee shall satisfy any federal, state or
local tax withholding obligation relating to the exercise of each
Option by tendering a cash payment to the Company at the time of
exercise, or, at the Company's discretion, out of proceeds from the
sale of shares issuable upon exercise of the Option, as provided in
Section 3(b) below.
b. Procedure. The Company may establish such procedures as it deems
appropriate for the exercise of Options, and the Company may require,
before an Option is exercised, that exercise forms be completed and
internal confirmations be made with respect to the number of shares
outstanding and status of an Option and the Optionee. Payment of the
exercise price and the taxes to be withheld may, at the Company's
discretion, be made out of the proceeds from the sale of shares
issuable upon exercise of any Option, in accordance with such
procedures as may be adopted by the Company from time to time. Under
such procedures, such shares may not be issued until all funds are
received by the Company.
4. Transferability. All Options shall not be transferable except by will or
by the laws of descent and distribution, and shall be exercisable during
the lifetime of the Optionee only by such person. Notwithstanding the
foregoing:
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a. the Optionee may designate in writing a third party who, in the
event of the death of the Optionee, shall thereafter be entitled to
exercise the Option; and
b. a Nonstatutory Stock Option may be transferred upon such terms and
conditions as the Committee shall determine in its sole discretion,
including (without limitation) pursuant to a "domestic relations
order" within the meaning of such rules, regulations or
interpretation of the Securities and Exchange Commission as are
applicable for purposes of Section 16 of the Exchange Act, or to
family members, or to trusts or other entities maintained for the
benefit of family members.
5. Vesting. Each Option shall "vest" and become exercisable as to such number
of shares at such times as specified in the applicable Schedule A. Each
Option may at any time be exercised with respect to some or all of the
shares as to which the Option has become vested but was not fully
exercised. The Option may be subject to such other terms and conditions on
the time or times when it may be exercised (which may be based on
performance or other criteria) as specified in the applicable Schedule A.
Once fully vested, each Option may be exercised from time to time with
respect to any shares then remaining subject to the Option during the
remainder of the term of the Option (if its term extends beyond the end of
the vesting period). The provisions of this subsection are subject to such
administrative restrictions as the Committee may adopt regarding the
minimum number of shares as to which an Option may be exercised.
6. Termination of Employment. If the Optionee's Continuous Status as an
Employee terminates for any reason except death or Disability, such
Options as are vested but unexercised on the date of such termination may
be exercised within a period of three months after the termination date.
If the Optionee dies during the Optionee's Continuous Status as an
Employee, such Options as are vested at the time of death are exercisable
by the deceased Optionee's personal representatives, heirs or legatees
within a period of one year after the Optionee's death. If the Optionee's
Continuous Status as an Employee is terminated by reason of Disability,
such Options as are vested at the time of termination may be exercised by
the Optionee within a period of one year after such termination. The
foregoing notwithstanding, under no circumstances will an Option be
exercisable after the expiration of the ten-year term of the Option. In
all cases (including death and Disability): (a) all Options which are not
vested and exercisable at the time of termination of the Optionee's
Continuous Status as an Employee shall be forfeited to the Company and the
shares covered by such Option(s) shall revert to the Plan, immediately
upon such termination; and (b) all Options which are not exercised within
the applicable time period specified in this Section 6 shall be forfeited
to the Company and the shares covered by such Option(s) shall revert to
the Plan, immediately upon the expiration of such time period.
7. Change in Control and Other Corporate Transactions. This Option is subject
to those provisions in the Plan relating to Change in Control and other
corporate transactions (including mergers, acquisitions, reorganizations,
liquidation and others) contained in Section 16 of the Plan. Certain
additional terms apply to Optionees who are Company Officers, as provided
in Sections 16(e) and 16(f) of the Plan.
8. Miscellaneous.
a. The Optionee acknowledges having received, and represents that s/he
has read and understands, the Company's Policy on Xxxxxxx Xxxxxxx
(the "Policy"). The Optionee agrees that, upon any failure by the
Optionee to comply fully with the Policy, the Company may
immediately: terminate this Agreement, suspend the Optionee's rights
hereunder, and/or refuse to permit the Optionee to exercise any
option(s) or rights granted hereunder.
b. Notice hereunder shall be given to the Company at its principal
place of business, and shall be
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given to the Optionee at his or her address set forth on the most
recent Schedule A, or in either case at such other address as one
party may subsequently furnish to the other party in writing.
c. This Stock Option does not confer upon the Optionee any rights with
respect to continuance of employment by the Company or any of its
Affiliates, or restrict or limit the right of the Company or any
Affiliate to terminate the employment of the Optionee, with or
without cause.
d. Neither an Optionee nor any person to whom an Option is transferred
shall be deemed to be the holder of, or to have any of the rights of
a holder with respect to, any shares of Company Common Stock subject
to such Option unless and until such person has duly exercised the
Option.
e. The provisions of the Plan, this Agreement and all Options shall be
governed by and interpreted in accordance with the internal laws of
the Commonwealth of Massachusetts without regard to any applicable
conflicts of law principles thereof.
f. Status as an Incentive Stock Option. Each Option is intended to
qualify as an "Incentive Stock Option" under Section 422 of the
Code, if so indicated on the applicable Schedule A. However, the
Company makes no representation as to the tax treatment upon
exercise of this Option or sale or other disposition of the shares
covered by this Option. The Optionee should consult with his or her
own tax advisors regarding the tax effects of all Options and the
requirements necessary to obtain favorable income tax treatment
under Section 422 of the Code, including, but not limited to,
holding period requirements. If the Optionee intends to dispose or
does dispose (whether by sale, gift, transfer or otherwise) of any
shares of Company Common Stock received upon exercise of an
Incentive Stock Option within the one-year period beginning on the
date after the transfer of such shares to him or her, or within the
two-year period beginning on the day after the grant of this Stock
Option, he or she will notify the Company within 30 days after such
disposition.
To the extent that the aggregate Fair Market Value (determined at
the time of grant) of Company Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by any
Optionee during any calendar year under all plans of the Company and
its Affiliates exceeds one hundred thousand dollars ($100,000), the
Option(s) or portions thereof which exceed such limit (according to
the order in which they were granted) shall be treated as
Nonstatutory Stock Option(s).
IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its
name and on its behalf as of the date first written above.
MRO SOFTWARE, INC.
/s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxx Xxxxxxxx, Clerk Xxxxxx X. Xxxxxxx, Xx., President
(Seal)
This foregoing Agreement and the terms and conditions hereof are hereby accepted
and agreed to by the undersigned Optionee. I understand that this Agreement is
subject to the terms and conditions of the Plan, and acknowledge that I have
received a copy of the Prospectus which describes the Plan together with this
Agreement, and that a copy of the Plan is available from Human Resources or via
Lotus Notes at any time. I further acknowledge and represent that I have read,
that I understand, and that I will comply with, the Company's Policy on Xxxxxxx
Xxxxxxx. I agree that the Company may suspend my benefits under this Agreement,
or refuse to permit me to exercise any options hereunder, if I fail to comply
with that Policy.
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Date:________________________ Optionee's Signature:_________________________
Optionee's Name:______________________________
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