EXHIBIT 10.01
EXECUTIVE CHANGE IN CONTROL
POLICY
Effective as of February 28, 2007
1.
Purpose . The purpose of this Executive Change in
Control Policy (the “ Policy ”) is to define the
equity acceleration benefits that may be received by Executives (as
defined below) of Opsware Inc. (the “ Company ”)
in the event of certain circumstances following a change in control
of the Company.
2.
Amendment of Policy . This Policy may only be amended
with the approval of the Board of Directors of the Company (the
“ Board ”) or the Compensation and
Organizational Development Committee of the Board (the “
Committee ”). The Policy can be amended at any
time by the Board or the Committee, provided, that no such
amendment shall adversely affect outstanding rights unless an
affected Executive otherwise consents to such adverse amendment in
writing.
3.
Administration . The Policy will be administered by
the Committee, and any questions as to eligibility or its terms
shall be determined by the Committee.
4.
Applicability . This Policy shall apply to
Executives. For purposes of the Policy,
“Executive” means (i) the Company’s Chief
Executive Officer, (ii) all executive officers who report directly
to the CEO and (iii) such other persons as determined by the
Committee from time to time. If an Executive ceases to
directly report to the CEO but continues his or her service with
the Company, any such equity awards covered by the Policy at the
date the Executive ceases to report to the CEO shall remain covered
by the Policy but future grants of equity awards to such person
shall not be eligible for accelerated vesting under the
Policy. Upon a person becoming CEO or an executive officer
who reports directly to the CEO, such person shall be entitled to
the accelerated vesting provided under the Policy.
5.
Eligible Awards . Upon becoming an Executive,
the Executive may: (i) amend the terms of any then outstanding
awards to be covered by this Policy or (ii) to the extent
applicable, keep the existing acceleration terms of any then
outstanding awards if the Executive determines such acceleration
terms are more favorable than that provided by this Policy.
With respect to equity grants following the date a person becomes
an Executive, such equity awards shall provide for accelerated
vesting as set forth in this Policy.
6.
Acceleration .
If
there is a change of control of the Company and the Executive is
terminated without cause or terminates for good reason within
thirty (30) days prior to or within eighteen months following a
change of control, then all unvested shares subject to an award
governed by this Policy will fully accelerate (the
“Acceleration”).
In
addition, if an Executive voluntarily terminates his or her
services because of a constructive termination at least twelve (12)
months but no more than eighteen (18) months following a
change of control, the Acceleration shall also apply. The
Acceleration shall also apply in the event of an Executive’s
death or disability.
The
Acceleration provided for in this Policy shall be included in the
governing equity award agreement with each such Executive and shall
contain terms substantially consistent with this Policy and the
terms set forth on the attached Annex 1 . As a
condition to receiving the Acceleration, the Company
