Exhibit 10.25
Standard Form – Time
Options
SERENA SOFTWARE,
INC.
STOCK OPTION GRANT
NOTICE
2006 STOCK INCENTIVE
PLAN
Serena Software, Inc.
(“Company”), pursuant to its 2006 Stock Incentive Plan
(“Plan”), hereby grants to the
“Optionholder” identified below an Option to purchase
the number of shares of the Company’s Common Stock
(“Shares”) set forth below. This Option is subject to
all of the terms and conditions as set forth herein and in the
Stock Option Agreement, the Plan and the Notice of Exercise, all of
which are attached hereto and incorporated herein in their
entirety.
Optionholder:
Date of Grant:
|
Vesting
|
Commencement
Date:
|
Number of Shares Subject to
Option:
Exercise Price (Per Share):
$
Total Exercise Price: $
|
|
|
|
|
|
|
Type of
Grant [check
one]:
|
|
¨
Incentive
Stock Option 1
|
|
¨
Nonstatutory
Stock Option
|
|
|
|
|
Exercise
Schedule:
|
|
Same as Vesting
Schedule.
|
|
|
|
|
Vesting
Schedule:
|
|
- 1/4
th
of the Shares vest 12
months after the Vesting Commencement Date
|
|
|
|
- 1/48
th
of the Shares vest on
the last day of each month thereafter over the next 36
months
|
|
|
|
|
Payment:
|
|
By cash or
check (unless otherwise permitted by the Board)
|
Additional
Terms/Acknowledgements :
The undersigned Optionholder acknowledges receipt of, and
understands and agrees to, this Grant Notice, the Stock Option
Agreement and the Plan. Optionholder further acknowledges that as
of the Date of Grant, this Grant Notice, the Stock Option Agreement
and the Plan set forth the entire understanding between
Optionholder and the Company regarding the acquisition of stock in
the Company and supersede all prior oral and written agreements on
that subject with the exception of (i) options previously
granted and delivered to Optionholder under the Plan, and
(ii) the agreements, if any, listed below:
Other Agreements:
|
|
|
|
|
|
|
|
|
SERENA
SOFTWARE, INC.
|
|
OPTIONHOLDER
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Signature
|
|
Signature
|
|
|
|
|
|
|
Title:
|
|
|
|
Date:
|
|
|
|
|
|
|
|
|
Date:
|
|
|
|
|
|
|
Attachments: Stock Option Agreement,
2006 Stock Incentive Plan, and Notice of Exercise
|
1
|
If
this is an incentive stock option, it (plus Optionholder’s
other outstanding incentive stock options) cannot be first
exercisable for more than $100,000 in any calendar year. Any
excess over $100,000 is a nonstatutory stock option.
|
SERENA SOFTWARE,
INC.
2006 STOCK INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
(TIME BASED STOCK
OPTION)
Pursuant to your Stock Option Grant
Notice (“Grant Notice”) and this Stock Option
Agreement, Serena Software, Inc. (the “Company”) has
granted you a stock option under its 2006 Stock Incentive Plan (the
“Plan”) to purchase the number of shares of the
Company’s Common Stock indicated in your Grant Notice at the
exercise price indicated in your Grant Notice. Capitalized terms
not defined in this Stock Option Agreement but defined in the Plan
shall have the same definitions as in the Plan. For the avoidance
of doubt, the terms and conditions of the Grant Notice are a part
of the Stock Option Agreement, unless otherwise
specified.
The details and terms and conditions
of this Stock Option Agreement shall govern your Option,
notwithstanding any less favorable terms and conditions on the same
matter set forth in the Plan (subject, however, to Section 15
hereof):
1. Vesting .
(a) Subject to the limitations contained herein,
your Option will vest as set forth in your Grant Notice, provided
that vesting will cease upon the termination of your Continuous
Service.
(b) Notwithstanding any provision of this Stock
Option Agreement to the contrary, in the event of a Change in
Control, the Option shall, to the extent not then vested and not
previously cancelled, become fully vested and exercisable
immediately prior to the consummation of such Change in
Control.
2. Number of Shares and Exercise Price
. The number of shares of Common
Stock subject to your Option and your exercise price per share
referenced in your Grant Notice may be adjusted from time to time
for various adjustments in the Company’s equity capital
structure, as provided in the Plan.
3. Method of Payment .
(a) Payment of the exercise price is due in full
upon exercise of all or any part of your Option. You may elect to
make payment of the exercise price in cash or by check.
Alternatively, provided that at the time of exercise there is a
public market for the shares of Common Stock, your exercise may be
implemented pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board that, prior to the
issuance of Common Stock, results in either the receipt of cash (or
check) by the Company or the receipt of irrevocable instructions to
pay the aggregate exercise price to the Company from the sales
proceeds. Notwithstanding the terms of the previous sentence, you
may not be permitted to exercise your Option pursuant to a program
developed under Regulation T as promulgated by the Federal Reserve
Board if such exercise would violate the provisions of
Section 402 of the Sarbanes-Oxley Act of 2002.
(b) You may elect to make payment of the exercise
price, in whole or in part, in shares of Common Stock having a Fair
Market Value equal to the amount of the aggregate exercise price or
such portion thereof, as applicable; provided, however, that you
must satisfy all such requirements as may be imposed by the Board
including without limitation that you have held such shares for not
less than six months (or such other period as established from time
to time by the Board in order to avoid a supplemental charge to
earnings for financial accounting purposes).
(c) Where you elect to pay the exercise price of an
Option and/or taxes relating to the exercise of an Option by
delivering shares of Common Stock, you may, subject to procedures
satisfactory to the Board, satisfy such delivery requirement by
presenting proof that you are the Beneficial Owner of such shares
of Common Stock, in which case the Company shall treat the Option
as exercised without further payment and shall withhold such number
of shares from the Shares acquired by the exercise of the
Option.
(d) The Company may permit you to make payment of
the exercise price in any other form of legal consideration that
may be acceptable to the Board in its sole discretion.
4. Whole Shares . You may exercise your
Option only for whole shares of Common Stock.
5. Compliance .
(a) Securities Law Compliance
. Notwithstanding anything to the
contrary contained herein, you may not exercise your Option unless
the Shares of Common Stock issuable upon such exercise are then
registered under the Securities Act or, if such Shares are not then
so registered, the Company has determined that such exercise and
issuance would be exempt from the registration requirements of the
Securities Act. The exercise of your Option must also comply with
other applicable laws and regulations governing your Option, and
you may not exercise your Option if the Company determines that
such exercise would not be in material compliance with such laws
and regulations.
(b) Plan Compliance . Notwithstanding anything to the contrary
contained herein, you may not exercise your Option if the terms of
the Plan do not permit the exercise of Options, or if the Company
exercises its rights under the Plan to suspend, delay or restrict
the exercise of Options.
6. Term. You may not exercise your Option before the
commencement of its term on the Date of Grant or after its term
expires. Subject to the provisions of the Plan and this Stock
Option Agreement, you may exercise all or any part of the vested
portion of the Option at any time prior to the earliest to occur
of:
(a) the date on which your Continuous Service is
terminated for Cause;
(b) three (3) months after you terminate your
Continuous Service by resigning without Good Reason;
2
(c)
twelve (12) months after the
termination of your Continuous Service without Cause or after you
terminate your Continuous Service by resigning for Good
Reason;
(d) twelve (12) months after the termination of
your Continuous Service due to your Disability;
(e) twelve (12) months after the termination of
your Continuous Service due to your death; or
(f) the Expiration Date indicated in the Grant
Notice.
Notwithstanding the foregoing, if
the exercise of your Option is prevented within the applicable time
periods set forth in Sections 6(b), (c) or (d) for any
reason, your Option shall not expire before the date that is thirty
(30) days after the date that you are notified by the Company
that the Option is again exercisable, but in any event no later
than the Expiration Date indicated in your Grant Notice; provided,
however, that if the Grant Notice designates your Option as an
Incentive Stock Option, and if any such extension causes the term
of your Option to exceed the maximum term allowable for Incentive
Stock Options, your Option shall cease to be treated as an
Incentive Stock Option and instead shall be treated thereafter as a
Nonstatutory Stock Option.
7. Exercise Procedures .
(a) Subject to Section 5 above and other
relevant terms and conditions of the Plan and this Stock Option
Agreement, you may exercise the vested portion of your Option
during its term by delivering a Notice of Exercise (in a form
designated by the Company) together with the exercise price to the
Company’s Chief Financial Officer, or to such other person as
the Company may designate, during regular business hours, together
with such additional documents as the Company may then reasonably
require.
(b) By exercising your Option you agree that, as a
condition to any exercise of your Option, the Company may require
you to enter into an arrangement providing for the payment by you
to the Company of any tax withholding obligation of the Company
(including any Affiliate) arising by reason of (1) the
exercise of your Option, or (2) other applicable
events.
(c) By exercising your Option you agree that, as a
condition to any exercise of your Option, you and your spouse, if
requested by the Company, contemporaneously with the exercise of
your Option and prior to the issuance of any certificate
representing the Shares of Common Stock purchased upon the exercise
of your Option, shall execute the Management Stockholders
Agreement, including any and all amendments to such agreement in
effect at the time of such exercise.
(d) By exercising your Option you agree that the
Company (or a representative of the underwriter(s)) may, in
connection with the first underwritten registration of the offering
of any equity securities of the Company under the Securities Act
(or any underwritten registration of any securities of the Company
prior to that time), require that for a specified period of time,
you not sell, dispose of, transfer, make any short sale of, grant
any option for the purchase of, or enter into any hedging or
similar transaction with the same economic effect as a sale, any
shares of Common Stock or other securities of the Company
held
3
by you. You further agree to execute and deliver
such other agreements as may be reasonably requested by the Company
and/or the underwriter(s) that are consistent with the foregoing or
that are necessary to give further effect thereto. In order to
enforce the foregoing covenant, the Company may impose stop
transfer instructions with respect to your shares of Common Stock
until the end of such period. The underwriters of the
Company’s stock are intended third party beneficiaries of
this Section 7(d) and shall have the right, power and
authority to enforce the provisions hereof as though they were a
party hereto.
(e) As a condition of any exercise of your Option,
you and your spouse, if any, agree that prior to the effectiveness
of the first underwritten registration of the Company’s
equity securities under the Securities Act, you shall not transfer
any or all of the shares of Common Stock purchased upon exercise of
your Option unless permitted to do so under the terms of the Plan
or the Management Stockholders Agreement.
8. Documents Governing Issued Common
Stock . Shares of Common
Stock that you acquire upon exercise of your Option are subject to
the terms of the Plan, the Company’s bylaws, the
Company’s certificate of incorporation, any agreement
relating to such shares of Common Stock to which you become a
party, or any other similar document. You should ensure that you
understand your rights and obligations as a stockholder of the
Company prior to the time that you exercise your Option.
9. Limitations on Transfer of Options
. Your Option is not transferable,
except by will or by the laws of descent and distribution, and is
exercisable during your life only by you. Notwithstanding the
foregoing, by delivering written notice to the Company, in a form
satisfactory to the Company, you may designate a third party who,
in the event of your death, shall thereafter be entitled to
exercise your Option.
10. Rights Upon Exercise . You will not have any rights to dividends or
other rights of a stockholder with respect to the Shares subject to
the Option until you have given written notice of the exercise of
the Option, paid in full for such Shares and, if applicable,
satisfied any other conditions imposed by the Board pursuant to the
Plan.
11. Option Not a Service Contract
. Your Option is not an employment
contract, and nothing in your Option shall be deemed to create in
any way whatsoever any obligation on your part to continue in the
employ or service of the Company or any of its Affiliates, or of
the Company or any of its Affiliates to continue your employment.
In addition, nothing in your Option shall obligate the Company or
any of its Affiliates, their respective stockholders, Boards of
Directors, officers or employees to continue any relationship that
you might have as a Directo