Exhibit 10.1
Avid Technology, Inc.
Incentive Stock Option
Grant
Terms and Conditions
1.
Grant of Option . Avid
Technology, Inc., a Delaware corporation (the
“Company”), has granted to the Optionee identified in
the attached Notice of Stock Option Grant (the
“Notice”) an option pursuant to the Company’s
Stock Plan identified in the Notice (the “Plan”) to
purchase a total number of shares as identified in the Notice (the
“Shares”) of common stock, $0.01 par value per share, of the Company (“Common
Stock”) at the price per share and subject to the terms and
conditions set forth herein and in the Notice and the
Plan.
It is intended that the option evidenced hereby
shall be an incentive stock option as defined in Section 422 of the
Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder (the “Code”). Except as
otherwise indicated by the context, the term
“Optionee,” as used in this option, shall be deemed to
include any person who acquires the right to exercise this option
validly under its terms. Except where the context otherwise
requires, the term “Company” shall include any of the
Company’s present or future parent or subsidiary corporations
as defined in Sections 424(e) and 424(f) of the Code.
2.
Vesting Schedule .
Except as otherwise provided herein, this option may be exercised
in whole or in part prior to the tenth anniversary (the
“Final Exercise Date”) of the date of grant as
indicated in the Notice (the “Grant Date”), subject to
the vesting schedule provided in the Notice. The right of exercise
shall be cumulative so that to the extent the option is not
exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to
all Shares for which it is vested until the earlier of the Final
Exercise Date or the termination of this option under
Section 3 hereof or the Plan.
(a)
Form of Exercise . Each
election to exercise this option shall be in a manner as determined
by the Company from time to time and shall be accompanied by
payment in full in accordance with Section 4 below. The Optionee
may purchase less than the number of shares covered hereby,
provided that no partial exercise of this option may be for any
fractional share or for fewer than ten whole shares.
(b)
Continuous Relationship with the Company
Required . Except as otherwise provided
in this Section 3, this option may not be exercised unless the
Optionee, at the time he or she exercises this option, is, and has
been at all times since the Grant Date, an employee, officer or
director of, or consultant or advisor to, the Company (an
“Eligible Optionee”).
(c)
Termination of Relationship with the
Company . If the Optionee ceases to be an
Eligible Optionee for any reason, then, except as provided in
paragraphs (d) and (e) below, the right to exercise this
option shall terminate three months after
such cessation (but in no event after the Final Exercise
Date), provided that this option shall be exercisable
only to the extent
that the Optionee was entitled to exercise this
option on the date of such cessation. Notwithstanding anything
contrary in paragraphs 3(c) and 3(d) herein, if the Optionee, prior
to the Final Exercise Date, violates (as determined by the Company
in its sole discretion) the non-competition, non-solicitation or
confidentiality provisions of any employment contract,
confidentiality and nondisclosure agreement or other similar
agreement between the Optionee and the Company, the right to
exercise this option shall terminate immediately upon
such violation.
(d)
Exercise Period Upon Retirement, Death or
Disability . If the Optionee retires,
dies or becomes disabled (within the meaning of
Section 22(e)(3) of the Code) prior to the Final Exercise Date
while he or she is an Eligible Optionee and the Company has not
terminated such relationship for “cause” as specified
in paragraph (e) below, this option shall be exercisable, within
the period of one year following the date of retirement, death or
disability of the Optionee, by the Optionee (or in the case of
death by an authorized transferee), provided that
this option shall be exercisable only to the extent
that this option was exercisable by the Optionee on the date of his
or her retirement, death or disability, and further provided that
this option shall not be exercisable after the Final Exercise Date.
For purposes of this
