Exhibit 99.2
ANGEL.COM
INCORPORATED
2009 Stock Incentive
Plan
STOCK OPTION
AGREEMENT
Unless otherwise defined herein, the
terms defined in the Angel.com Incorporated 2009 Stock Incentive
Plan, as may be amended (the “Plan”) shall have the
same defined meanings in this Option Agreement.
The Participant has been granted an
option to purchase shares of Class A Common Stock of Angel.com
Incorporated, subject to the terms and conditions of the Plan and
this Option Agreement, as follows:
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Grant
Number:
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Date of
Grant:
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Reference
Date:
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Exercise Price
per Share:
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Total Number of
Shares subject to Option:
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Total Exercise
Price:
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Expiration Date
(the tenth anniversary of the Date of Grant):
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, 20
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It is intended that the option
evidenced by this agreement shall be a non-statutory option and
shall not qualify as an incentive stock option as defined in
Section 422 of the Code.
Except as otherwise indicated by the
context, the term “Participant”, as used in this Option
Agreement, shall be deemed to include any person who acquires the
right to exercise this option validly under its terms.
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2.
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Vesting and
Exercisability Schedule .
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(a) For purposes of this Option
Agreement, the following definitions shall apply:
(1) “Affiliate” shall
mean any person or entity that directly or indirectly through one
or more intermediaries, controls or is controlled by, or is under
common control with the entity specified.
(2) “Asset Sale” shall
mean the closing of the sale or other disposition of all or
substantially all of the assets of the Company, other than a sale
or other disposition to an entity, in which MicroStrategy
Incorporated, its Affiliates, Michael J. Saylor and/or his
Affiliates beneficially would own, directly or indirectly, more
than 50% of the voting power of the then outstanding voting
securities entitled to vote generally in the election of directors
of such entity.
(3) “Change in Control
Event” shall mean the closing of (i) any merger or
consolidation of the Company with or into another entity or other
reorganization transaction as a result of which all of the Common
Stock of the Company is converted into or exchanged for the right
to receive cash, securities or other property or is cancelled or
(ii) any exchange of all of the Common Stock of the Company
for cash, securities or other property pursuant to either a
statutory share exchange transaction or the sale or exchange of the
outstanding capital stock of the Company by the stockholders of the
Company unless, subsequent to such merger, consolidation,
reorganization or exchange event, MicroStrategy Incorporated, its
Affiliates, Michael J. Saylor and/or his Affiliates beneficially
would own, directly or indirectly, more than 50% of the voting
power of the then outstanding voting securities entitled to vote
generally in the election of directors of the Company or other
entity surviving or resulting from such event.
(4) “Exercise Period”
shall mean, with respect to each vested installment of this option,
the period commencing with the date of vesting of such installment
and ending on the Expiration Date;
(5) “First Installment”
shall mean (i) zero percent (0%) of this option if the Initial
Vesting Date occurs before the first anniversary of the Reference
Date, (ii) twenty percent (20%) of this option if the
Initial Vesting Date occurs on or after the first anniversary of
the Reference Date but before the second anniversary of the
Reference Date, (iii) forty percent (40%) of this option
if the Initial Vesting Date occurs on or after the second
anniversary of the Reference Date but before the third anniversary
of the Reference Date, (iv) sixty percent (60%) of this
option if the Initial Vesting Date occurs on or after the third
anniversary of the Reference Date but before the fourth anniversary
of the Reference Date, (v) eighty percent (80%) of this
option if the Initial Vesting Date occurs on or after the fourth
anniversary of the Reference Date but before the fifth anniversary
of the Reference Date, or (vi) one hundred percent
(100%) of this option if the Initial Vesting Date occurs on or
after the fifth anniversary of the Reference Date;
(6) “Initial Public
Offering” shall mean the closing of the initial firm
commitment underwritten public offering of the Company’s
Common Stock;
(7) “Initial Vesting
Date” shall mean the date of an Initial Vesting Event;
and
(8) “Initial Vesting
Event” shall mean the earliest to occur of the following:
(i) the time immediately following an Initial Public Offering;
(ii) the time immediately prior to a Change in Control Event;
or (iii) the time immediately following an Asset
Sale.
(b) This option shall vest and
become exercisable in installments in accordance with the following
schedule: (i) the First Installment of this option shall vest
and become immediately exercisable on the Initial Vesting Date,
and, if any portion of this option is not vested on the Initial
Vesting Date, (ii) an additional twenty percent (20%) of
this option shall vest and become immediately exercisable on each
anniversary of the Reference Date that follows the Initial Vesting
Date until such option is fully vested. The Participant shall have
the right to exercise each vested installment of this option only
during the Exercise Period applicable to such installment. If the
Participant fails to exercise any portion of any vested installment
of this option by the end of the applicable Exercise Period, the
unexercised portion of such installment shall immediately
expire.
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(a) Form of Exercise . Each
election to exercise this option shall be in writing, signed by the
Participant, and received by the Company at its principal office,
accompanied by a copy of this Option Agreement, and payment in full
in the manner provided in the Plan. The Participant may purchase
less than the number of shares covered hereby, provided that no
partial exercise of this option may be for any fractional share.
This option shall be deemed to be exercised only when the Company
receives the Participant’s fully-executed Exercise Notice as
set forth on Exhibit A , a copy of this Option Agreement,
and payment in full for the shares in the manner provided in the
Plan.
(b) Continuous Relationship
Required . For purposes of Sections 3(b)-(f) hereof, the
“Specified Group Members” shall mean the Company or any
of the Company’s present or future parent or subsidiary
corporations as defined in Sections 424(e) or (f) of the Code.
Except as otherwise provided in this Section 3, this option
may not be exercised unless the Participant, at the time he or she
exercises this option, is, and has been at all times since the Date
of Grant, an employee, officer, director, consultant or advisor of
any of the Specified Group Members (an “Eligible
Participant”). The Participant shall not cease to be an
Eligible Participant if the Participant takes a leave of absence
permitted under any policy of the applicable Specified Group Member
or if the Participant’s leave is approved by the Board of
Directors of the applicable Specified Group Member, including sick
leave, vacation leave, military leave, or any other personal leave,
or transfers between locations of the applicable Specified Group
Member. For each day that the Participant takes a personal leave of
absence, the vesting schedule described in Section 2 above
shall be extended for one additional day. If the Participant takes
any leave of absence that exceeds ninety (90) days and this
option is designated in Section 1 as an Incentive Stock
Option, then this option shall be deemed a Nonstatutory Stock
Option, unless the Participant’s reemployment is guaranteed
at the end of such leave by contract (including certain policies of
the applicable Specified Group Member), statute, or applicable
regulation.
(c) Termination of
Relationship . If the Participant ceases to be an Eligible
Participant for any reason, then, except as provided in Sections
3(d) and 3(e) below, the right to exercise this option shall
terminate three (3) months from the date of such cessation
(but in no event after the earlier to occur of the expiration of
the Exercise Period or the Expiration Date), provided
that this option shall be exercisable only to the extent
that the Participant was entitled to exercise this option on the
date of such cessation.
(d) Exercise Period Upon Death or
Disability . If the Participant dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code) prior to
the Expiration Date while he or she is an Eligible Participant and
the applicable Specified Group Member has not terminated such
relationship for “cause” as specified in
Section 3(e) below, this option shall be exercisable, within
the period of one (1) year following the date of death or
disability of the Participant, by the Participant (or in the case
of death by an authorized transferee), provided that
the vested portion of this option shall be exercisable only to the
extent that this option was exercisable by the Participant on the
date of his or her death or disability, and further provided that
this option shall not be exercisable after the Expiration
Date.
(e) Discharge for Cause . If
the Participant, prior to the Expiration Date, is discharged by the
applicable Specified Group Member for “cause” (as
defined below), the right to exercise this option shall terminate
immediately upon the effective date of such discharge.
“Cause” shall mean willful misconduct by the
Participant or willful failure by the Participant to perform his or
her responsibilities to the applicable Specified Group Member
(including, without limitation, breach by the Participant of any
provision of any employment, consulting, advisory, nondisclosure,
non-competition or other similar agreement between the Participant
and the applicable Specified
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Group Member), as determined by the applicable
Specified Group Member, which determination shall be conclusive.
The Participant shall be considered to have been discharged for
“Cause” if the applicable Specified Group Member
determines, within 30 days after the Participant’s
resignation, that discharge for cause was warranted.
(f) Compliance with Employment
Agreements Required . If the Participant violates the terms of
any employment agreement, non-competition agreement,
non-solicitation agreement, confidentiality agreement,
non-disclosure agreement, intellectual property agreement, or any
other agreement or contract between the Participant and the
applicable Specified Group Member, the Participant’s right to
exercise this option shall terminate immediately upon such
violation.
(g) Restriction on Sale of
Shares . If a Participant should acquire any Shares upon
exercise of this option prior to the closing of the sale of shares
of Common Stock in an underwritten public offering pursuant to an
effective registration statement filed by the Company under the
Securities Act of 1933, as amended (the “Securities
Act”), the Participant may not “transfer” (as
defined in Section 4(a)), or enter into any agreement to
transfer, any such Shares until after the 180th calendar day
following such exercise; provided that the restrictions in this
Section 3(g) shall not apply to any transfer of Shares
described in Section 4(e).
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4.
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Company
Right of First Refusal .
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(a) Notice of Proposed
Transfer . If the Participant proposes to sell, assign,
transfer, pledge, hypothecate or otherwise dispose of, by operation
of law or otherwise (collectively, “transfer”) any
Shares acquired upon