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BLACKBAUD, INC. 2008 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT

Option Agreement

BLACKBAUD, INC. 2008 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT | Document Parties: BLACKBAUD INC You are currently viewing:
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BLACKBAUD INC

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Title: BLACKBAUD, INC. 2008 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT
Governing Law: Delaware     Date: 8/4/2008
Industry: Software and Programming     Sector: Technology

BLACKBAUD, INC. 2008 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT, Parties: blackbaud inc
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Exhibit 10.34

BLACKBAUD, INC.

2008 EQUITY INCENTIVE PLAN

NOTICE OF STOCK OPTION GRANT

Blackbaud, Inc. (the “ Company ”), pursuant to its 2008 Equity Incentive Plan (the “ Plan ”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the 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

  

 

 

 

  

 

  

 

 

 

 

 

 

Grant Number:

  

 

 

 

  

 

  

 

 

 

 

 

 

Vesting Commencement Date

  

 

 

 

  

 

  

 

 

 

 

 

 

Exercise Price per Share

  

 

 

 

  

 

  

 

 

 

 

 

 

Total Number of Shares Granted

  

 

 

 

  

 

  

 

 

 

 

 

 

Total Exercise Price

  

 

 

 

  

 

  

 

 

 

Type of Option:

  

¨ Incentive Stock Option

 

  

¨ Nonstatutory Stock Option

 

 

Term/Expiration Date:

  

10 Years/                     

 

 

Vesting Schedule:

  

[Insert applicable vesting schedule].

 

 

Termination Period:

  

Option may be exercised for up to three (3) months after termination of Continuous Service, except as set out in Section 7 of the Option Agreement (but in no event later than the Expiration Date); provided that a termination for “Cause” is governed by Section 9 of the Plan, which provides for immediate termination of the Option upon such termination for “Cause.”

Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Option Grant Notice, the Option Agreement, and the Plan. Optionholder also acknowledges receipt of the Blackbaud, Inc. 2008 Equity Incentive Plan Prospectus. Optionholder further acknowledges that as of the Date of Grant, this Option Grant Notice, the 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 options previously granted and delivered to Optionholder.

 

 

 

 

 

 

 

 

OPTIONHOLDER:

 

 

 

BLACKBAUD, INC.

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

 

Name:

 

 

 

 

 

 

Print Name

 

 

 

Title:

 

 


Appendix A

BLACKBAUD, INC.

2008 EQUITY INCENTIVE PLAN

OPTION AGREEMENT

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)

Pursuant to your Option Grant Notice (“ Grant Notice ”) and this Option Agreement, Blackbaud, Inc. (the “ Company ”) has granted you an option under its 2008 Equity 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. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

The details of your option are as follows:

1. VESTING.  Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service.

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 Capitalization Adjustments.

3. EXERCISE RESTRICTION FOR NON-EXEMPT EMPLOYEES.  In the event that you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended ( i.e. , a “ Non-Exempt Employee ), you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified in your Grant Notice, notwithstanding any other provision of your option.

4. METHOD OF PAYMENT.  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 or in one or more of the following manners:

(a) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal , 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.

(b) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal , by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

 

A-1


(c) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal , and subject to the consent of the Company at the time of exercise, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise of your option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or other payment from you to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided further, however, that shares of Common Stock will no longer be outstanding under your option and will not be exercisable thereafter to the extent that (1) shares are used to pay the exercise price pursuant to the “net exercise,” (2) shares are delivered to you as a result of such exercise, and (3) shares are withheld to satisfy tax withholding obligations.

5. WHOLE SHARES.  You may exercise your option only for whole shares of Common Stock.

6. 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 of Common Stock 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 also must 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.

7. TERM.  You may not exercise your option before the commencement or after the expiration of its term. The term of your option commences on the Date of Grant and expires upon the earliest of the following:

(a) immediately upon the termination of your Continuous Service for Cause;

(b) three (3) months after the termination of your Continuous Service for any reason other than Cause, your Disability or death; provided, however, that (i) if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in Section 6, your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service and (ii) if (x) you are a Non-Exempt Employee, (y) you terminate your Continuous Service within six (6) months after the Date of Grant specified in your Grant Notice, and (z) you have vested in a portion


 
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