ADDENDUM TO STOCK ISSUANCE AGREEMENTAddendum or Modifications |
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Exhibit 10.75
100% CoC Acceleration on Double Trigger
ADDENDUM TO
STOCK ISSUANCE AGREEMENT
The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Issuance Agreement (the “Issuance Agreement”) by and between Borland Software Corporation (the “Corporation”) and (“Participant”) evidencing the stock issuance made this day to Participant under the terms of the Corporation’s 2002 Stock Incentive Plan (the “2002 Plan”), and such provisions are effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Issuance Agreement.
SPECIAL ACCELERATION
1. No accelerated vesting of the Shares shall occur upon a Change in Control, and the forfeiture provision of Paragraph C of the Issuance Agreement shall remain outstanding in accordance with the provisions of the Issuance Agreement and shall be assigned to any successor entity in the Change in Control transaction. The Participant shall, over Participant’s period of Service following the Change in Control, continue to vest in the Shares in one or more installments in accordance with the provisions of the Issuance Agreement.
2. No accelerated vesting of the Shares shall occur upon a Hostile Take-Over, and the forfeiture provision of Paragraph C of the Issuance Agreement shall remain outstanding in accordance with the provisions of the Issuance Agreement and shall be assigned to any successor entity in the Hostile Take-Over. The Participant shall, over Participant’s period of Service following the Hostile Take-Over, continue to vest in the Shares in one or more installments in accordance with the provisions of the Issuance Agreement.
3. If Participant’s Service is terminated as a result of an Involuntary Termination during the Change in Control Period, the forfeiture provision of Paragraph C of the Issuance Agreement shall terminate automatically, and all the Shares shall vest in full at that time. In addition, the outstanding balance of any escrow account maintained on Participant’s behalf pursuant to Paragraph A.5 of the Issuance Agreement shall immediately vest at the time of such Involuntary Termination and shall be paid to the Participant promptly thereafter.
4. For purposes of this Addendum, the following definitions shall be in effect:
a) Change in Control Period. “Change in Control Period” means the period beginning either (i) two (2) months prior to the date of a Change in Control and ending twelve (12) months after the date of a Change in Control or (ii) two (2) months prior to the date of a Hostile Takeover and ending twelve (12) months after the date of a Hostile Takeover.
b) Constructively Terminated. “Constructively Terminated” means Participant’s voluntary resignation following (A) a change in Participant’s position with the Company (or any Parent or Subsidiary employing Participant) which materially reduces Participant’s duties and responsibilities, (B) a reduction in Participant’s level of compensation
100% CoC Acceleration on Double Trigger
(including base salary, fringe benefits and target bonus under any corporate performance based bonus or incentive programs) or (C) a relocation of Participant’s place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected by the Corporation without Participant’s consent.






