EXHIBIT 10.2
INFORMATICA CORPORATION 2009 EQUITY INCENTIVE PLAN
FORM OF STOCK OPTION AWARD AGREEMENT
1. Grant of
Option . Informatica Corporation, a Delaware
corporation (the “Company”), hereby grants to the
Grantee (the “Grantee”) named in the Notice of Stock
Option Award (the “Notice”), an option (the
“Option”) to purchase the Total Number of Shares of
Common Stock subject to the Option (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
and provisions of the Notice, this Stock Option Award Agreement
(the “Option Agreement”) and the Company’s 2009
Equity Incentive Plan (the “Plan”) adopted by the
Company, which are incorporated herein by
reference. Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this
Option Agreement. Subject to Section 13.1 of the Plan,
in the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Option Agreement, the
terms and conditions of the Plan will prevail.
If designated in the Notice as an
Incentive Stock Option (“ISO”), the Option is intended
to qualify as an Incentive Stock Option as defined in Section 422
of the Code. However, notwithstanding such designation,
to the extent that the aggregate Fair Market Value of Shares
subject to Options designated as ISOs which become exercisable for
the first time by the Grantee during any calendar year (under all
plans of the Company or any of its Affiliates) exceeds $100,000,
such excess Options, to the extent of the Shares covered thereby in
excess of the foregoing limitation, shall be treated as
Nonqualified Stock Options (“NSOs”). For
this purpose, ISOs shall be taken into account in the order in
which they were granted, and the Fair Market Value of the Shares
shall be determined as of the date the Option with respect to such
Shares is awarded.
(a) Right to
Exercise . The Option shall be exercisable during
its term in accordance with the Vesting Schedule set out in the
Notice and with the applicable provisions of the Plan and this
Option Agreement. The Option shall be subject to the
provisions of Section 4.5 of the Plan relating to the
exercisability or termination of the Option in the event of a
Change of Control. No partial exercise of the Option may
be for less than the lesser of five percent (5%) of the total
number of Shares subject to the Option or the remaining number of
Shares subject to the Option. In no event shall the
Company issue fractional Shares.
(b) Method of
Exercise . The Option shall be exercisable only by
delivery of an Exercise Notice (attached as Exhibit A) which shall
state the election to exercise the Option, the whole number of
Shares in respect of which the Option is being exercised, such
other representations and agreements as to the holder’s
investment intent with respect to such Shares and such other
provisions as may be required by the Committee. The
Exercise Notice shall be signed by the Grantee and shall be
delivered in person or by certified mail to the Secretary of the
Company accompanied by payment of the Exercise
Price. The Option shall be deemed to be exercised upon
receipt by the
Company of such written notice
accompanied by the Exercise Price, which, to the extent selected,
shall be deemed to be satisfied by use of the broker-dealer sale
and remittance procedure to pay the Exercise Price provided in
Section 4(d), below.
No Shares will be issued
pursuant to the exercise of the Option unless such issuance and
such exercise shall comply with all applicable
laws. Assuming such compliance, for income tax purposes,
the Shares shall be considered transferred to the Grantee on the
date on which the Option is exercised with respect to such
Shares.
(a) Withholding of
Taxes . No Shares will be delivered to the Grantee
or other person pursuant to the exercise of the Option until the
Grantee or other person has made arrangements acceptable to the
Committee for the satisfaction of all Tax Obligations related to
the exercise of the Option.
(b) Notice of
Disqualifying Disposition of ISO Shares . If the
Option is designated in the Notice as an ISO, and if the Grantee
sells or otherwise disposes of any of the Shares acquired pursuant
to the ISO on or before the later of (i) the date two (2) years
after the Grant Date, or (ii) the date one (1) year after the date
of exercise, Grantee will immediately notify the Company in writing
of such disposition. Grantee agrees that Grantee may be
subject to income tax withholding by the Company on the
compensation income recognized by Grantee.
(c) Code Section
409A . Under Code Section 409A, an option that vests
after December 31, 2004 that was granted with an Exercise Price
that is determined by the Internal Revenue Service (the
“IRS”) to be less than the Fair Market Value of a Share
on the date of grant (a “Discount Option”) may be
considered “deferred compensation.” A
Discount Option may result in (i) income recognition by Grantee
prior to the exercise of the option, (ii) an additional twenty
percent (20%) U.S. federal income tax, and (iii) potential penalty
and interest charges. The Discount Option may also
result in additional U.S. state income, penalty and interest
charges to the Grantee. Grantee acknowledges that the
Company cannot and has not guaranteed that the IRS will agree that
the Exercise Price of this Option equals or exceeds the Fair Market
Value of a Share on the Grant Date in a later
examination. Grantee agrees that if the IRS determines
that the Option was granted with an Exercise Price that was less
than the Fair Market Value of a Share on the Grant Date, Grantee
will be solely responsible for Grantee’s costs related to
such a determination.
4. Method of
Payment . Payment of the Exercise Price shall be by
any of the following, or a combination thereof, at the election of
the Grantee; provided, however, that such exercise method does not
then violate any applicable law and, provided further, that the
portion of the Exercise Price equal to the par value of the Shares
must be paid in cash or other legal consideration permitted by the
Delaware General Corporation Law:
(c) surrender of Shares or
delivery of a properly executed form of attestation of ownership of
Shares as the Committee may require (including withholding of
Shares otherwise deliverable upon exercise of the Option) which
have a Fair Market Value on the date of surrender or attestation
equal to the aggregate Exercise Price of the Shares as to which the
Option is being exercised (but only to the extent that such
exercise of the Option would not result in an accounting
compensation charge with respect to the Shares used to pay the
Exercise Price); or
(d) through a broker-dealer sale
and remittance procedure pursuant to which the Grantee (A) shall
provide written instructions to a Company designated brokerage firm
to effect the immediate sale of some or all of the purchased Shares
and remit to the Company, out of the sale proceeds available on the
settlement date, sufficient funds to cover the aggregate exercise
price payable for the purchased Shares and (B) shall provide
written directives to the Company to deliver the certificates for
the purchased Shares directly to such brokerage firm in order to
complete the sale transaction.
5. Restrictions on
Exercise . The Option may not be exercised if the
issuance of the Shares subject to the Option upon such
exercise would constitute a violation of any
applicable laws.
6. Termination of
Service or Change in Status . In the event of the
Grantee’s Termination of Service, the Grantee
may, to the extent otherwise so entitled at the date of such
termination (the “Termination Date”), exercise the
Option during the Post-Termination Exercise Period. In
no event shall the Option be exercised later than the Expiration
Date set forth in the Notice. In the event of the
Grantee’s change in status from Employee, Director or
Consultant to any other status of Employee, Director or Consultant,
the Option shall remain in effect and, except to the extent
otherwise determined by the Committee, continue to vest; provided,
however, that with respect to any ISO that shall remain in effect
after a change in status from Employee to Director or Consultant,
such ISO shall cease to be treated as an ISO and shall be treated
as a NSO on the day three (3) months and one (1) day following such
change in status. Except as provided in Sections 7
and
