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.
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Optionholder:
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Date of
Grant
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Grant
Number:
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Vesting Commencement Date
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Exercise Price
per Share
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Total Number of Shares Granted
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Total Exercise
Price
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Type of
Option:
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¨ Incentive Stock Option
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¨ Nonstatutory Stock Option
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Term/Expiration
Date:
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10 Years/
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Vesting
Schedule:
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[Insert
applicable vesting schedule].
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Termination
Period:
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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.”
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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.
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OPTIONHOLDER:
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BLACKBAUD,
INC.
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By:
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Name:
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Print
Name
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Title:
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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