FORGENT NETWORKS, INC.
2009 EQUITY PLAN
NOTICE OF OPTION
GRANT
[Name of Grantee]
[Address]
You have been granted an option to
purchase Common Stock of Forgent Networks, Inc., a Delaware
corporation (the “ Company ”), as follows.
Any terms not defined in this Notice shall have the
definitions set forth in the attached Stock Option Agreement or the
Company’s 2009 Equity Plan.
Board Approval Date:
Date of Grant (Later of Board
Approval Date or Commencement
of Employment/Consulting) :
|
Exercise Price per Share:
|
$
Total Number of Shares
Granted:
$
[Non Statutory Stock Option]
[Incentive Stock Option]
Expiration Date:
First Vest Date:
|
Vesting/Exercise Schedule:
|
So long as your Continuous Service Status
continues, the Shares underlying this Option shall vest and become
exercisable in accordance with the following schedule:
[_________]
This Option may be exercised for 90 days
after termination of Continuous Service Status, except as set out
in Section 5 of the Stock Option Agreement (but in no event later
than the Expiration Date) Optionee is responsible for keeping track
of these exercise periods following termination for any reason of
his or her service relationship with the Company. The Company
will not provide further notice of such periods.
Definition of Cause:
This Option may not be
transferred.
By your signature and the signature of
the Company’s representative below, you and the Company agree
that this option is granted under and governed by the terms and
conditions of the Forgent Networks, Inc. 2009 Equity Plan and the
Stock Option Agreement, both of which are attached and made a part
of this document.
In addition, you agree and acknowledge
that your rights to any Shares underlying the Option will be earned
only as you provide services to the Company over time, that the
grant of the Option is not as consideration for services you
rendered to the Company prior to your vesting commencement date,
and that nothing in this Notice or the attached documents confers
upon you any right to continue your employment or consulting
relationship with the Company for any period of time, nor does it
interfere in any way with your right or the Company’s right
to terminate that relationship at any time, for any reason, with or
without cause.
THE
COMPANY:
FORGENT NETWORKS, INC.
By:
(Signature)
Name:
Title:
OPTIONEE:
[__________]
______________________________________
FORGENT
NETWORKS, INC.
2009 EQUITY PLAN
STOCK OPTION
AGREEMENT
Grant of Option. Forgent Networks,
Inc., a Delaware corporation (the “Company”), hereby
grants to the Optionee identified in the Notice of Option Grant to
which this Agreement is attached (the “Notice”), an
option (the “Option”) to purchase the total number of
shares of Common Stock (the “Shares”) set forth in the
Notice, at the exercise price per Share set forth in the Notice
(the “Exercise Price”) subject to the terms,
definitions and provisions of the Forgent Networks, Inc. 2009
Equity Plan (the “Plan”) adopted by the Company, which
is incorporated in this Agreement by reference. Unless otherwise
defined in this Agreement, the terms used in this Agreement shall
have the meanings defined in the Plan.
Designation of Option. This Option
is intended to be an Incentive Stock Option as defined in
Section 422 of the Code only to the extent so designated in
the Notice, and to the extent it is not so designated or to the
extent the Option does not qualify as an Incentive Stock Option, it
is intended to be a Nonstatutory Stock Option.
Notwithstanding the above, if designated
as an Incentive Stock Option, in the event that the Shares subject
to this Option (and all other Incentive Stock Options granted to
Optionee by the Company or any Parent or Subsidiary, including
under other plans of the Company) that first become exercisable in
any calendar year have an aggregate fair market value (determined
for each Share as of the date of grant of the option covering such
Share) in excess of $100,000, the Shares in excess of $100,000
shall be treated as subject to a Nonstatutory Stock Option, in
accordance with Section 5(c) of the Plan.
Exercise of Option. This Option
shall be exercisable during its term in accordance with the
Vesting/Exercise Schedule set out in the Notice and with the
provisions of Section 10 of the Plan as follows:
Right to Exercise.
This Option may not be exercised for a
fraction of a share.
This Option may only be exercised with
respect to Shares that are already Vested as of the date of such
exercise.
This Option may not be exercised more
than once in any six month period, without the consent of the
Company.
In the event of Optionee’s death,
disability or other termination of employment, the exercisability
of the Option is governed by Section 5 below, subject to the
limitations contained in this Section 3.
In no event may this Option be exercised
after the Expiration Date of the Option as set forth in the
Notice.
If requested by the Company, the exercise
of this Option shall be conditioned upon and subject to the receipt
by the Company of an executed signature page to the Company’s
Stockholder’s Agreement, if any.
Method of Exercise.
This Option shall be exercisable by
execution and delivery of a written notice approved for such
purpose by the Company which shall state Optionee’s election
to exercise the Option, the number of Shares in respect of which
the Option is being exercised, and such other representations and
agreements as to the holder’s investment intent with respect
to such Shares as may be required by the Company pursuant to the
provisions of the Plan. Such written notice shall be signed
by Optionee and shall be delivered to the Company by such means as
are determined by the Plan Administrator in its discretion to
constitute adequate delivery. The written notice shall be
accompanied by payment of the Exercise Price. This Option
shall be deemed to be exercised upon receipt by the Company of such
written notice accompanied by the Exercise Price.
As a condition to the exercise of this
Option and as further set forth in Section 12 of the Plan, Optionee
agrees to make adequate provision for federal, state or other tax
withholding obligations, if any, which arise upon the vesting or
exercise of the Option, or disposition of Shares, whether by
withholding, direct payment to the Company, or
otherwise.
The Company is not obligated, and will
have no liability for failure, to issue or deliver any Shares upon
exercise of the Option unless such issuance or delivery would
comply with the Applicable Laws, with such compliance determined by
the Company in consultation with its legal counsel. This
Option may not be exercised until such time as the Plan has been
approved by the stockholders of the Company, or if the issuance of
such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any
applicable federal or state securities or other law or regulation,
including any rule under Part 221 of Title 12 of the Code
of Federal Regulations as promulgated by the Federal Reserve Board.
A
