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Exhibit
10.35
B LUE C
OAT S YSTEMS I NC
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2000 S
UPPLEMENTAL S TOCK O
PTION P LAN
I
NTERNATIONAL S TOCK O
PTION A GREEMENT
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| Grant of
Option |
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You have been granted an option as of the Grant Date to
purchase up to the number of Shares of Company Common Stock
specified in the Notice of Stock Option Grant. |
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| Tax
Treatment |
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This option is intended to be a nonstatutory option, as
provided in the Notice of Stock Option Grant. |
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| Vesting |
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This option becomes exercisable in installments, as shown in
the Notice of Stock Option Grant. No additional shares become
exercisable after your service as an employee, consultant or
outside director of the Company or a parent or subsidiary of the
Company (“Service”) has terminated for any
reason. |
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| Term |
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This option expires in any event on the day before the
10 th anniversary of the Date of Grant, as shown in
the Notice of Stock Option Grant. (It will expire earlier if your
Service terminates, as described below.) |
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| Regular Termination |
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If your Service terminates for any reason except death,
Permanent Disability or Misconduct, then this option will expire on
the date 3 months after your termination date. The Company
determines when your Service terminates for this
purpose. |
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| Permanent Disability |
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If your Service terminates because of
your Permanent Disability, then this option will expire on the date
12 months after your termination date. The Company determines when
your Service terminates for this purpose.
Permanent Disability means that you are
unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can
be expected to result in death or which has lasted, or can be
expected to last, for a continuous period of not less than 12
months.
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| Death |
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If you die while in Service, the option will expire on the date
12 months after the date of death. |
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| Misconduct |
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If your Service terminates for Misconduct, then this option
will terminate immediately and cease to be outstanding.
“Misconduct” includes fraud, embezzlement, dishonesty
or any unauthorized use or disclosure of confidential information
or trade secrets of the Company or any parent or subsidiary or any
other intentional misconduct adversely affecting the business or
affairs of the Company or a parent or subsidiary of the Company.
The foregoing definition is not deemed to be inclusive of all the
acts or omissions that the Company or any parent or subsidiary
corporation may consider as grounds for your dismissal or discharge
or the discharge of any other individual in the Service of the
Company or any parent or subsidiary corporation. |
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| Change in
Control |
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In the event of a Change in Control,
then the vesting of this option will not automatically accelerate
unless this option is, in connection with the Change in Control,
not to be assumed by the successor corporation (or its parent) or
to be replaced with a comparable option for shares of the capital
stock of the successor corporation (or its parent). The
determination of option comparability will be made by the
Company’s Board of Directors, and its determination will be
final, binding and conclusive.
Change in Control is defined in the
Company’s 2000 Supplemental Stock Option Plan (the
“Plan”).
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| Involuntary Termination |
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If the option is assumed by the successor corporation (or its
parent) and you experience an Involuntary Termination within
eighteen months following a Change in Control, the vesting of this
option will automatically accelerate so that this option will,
immediately before the effective date of the Involuntary
Termination, become fully exercisable for all of the shares of
Common Stock at the time subject to this option and may be
exercised for any or all of those shares as fully-vested shares of
Common Stock. |
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An Involuntary Termination means the termination of your
Service by reason of: your involuntary dismissal or discharge by
the Company for reasons other than Misconduct (as defined below),
or (b) your voluntary resignation following (1) a change in your
position with the Company which materially reduces your level of
responsibility, (2) a reduction in your level of compensation
(including base salary, fringe benefits and participation in bonus
or incentive programs) or (3) a relocation of your place of
employment by more than fifty (50) miles, provided and only if
such change, reduction or relocation is effected by the Company
without your consent. |
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| Restrictions on Exercise |
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The Company will not permit you to exercise this option if the
issuance of shares at that time would violate any law or
regulation. |
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| Notice of
Exercise |
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When you wish to exercise this option,
you must notify the Company by filing the proper “Notice of
Exercise” form at the address given on the form. Your notice
must specify how many shares you wish to purchase. Your notice must
also specify how your shares should be registered (in your name
only or in your and your spouse’s names as community property
or as joint tenants with right of survivorship). The notice will be
effective when it is received by the Company.
If someone else wants to exercise this
option after your death, that person must prove to the
Company’s satisfaction that he or she is entitled to do
so.
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| Form of
Payment |
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When you submit your notice of exercise, you must include
payment of the option exercise price for the shares you are
purchasing. Payment may be made in one (or a combination of two or
more) of the following forms: |
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• Cash or check made payable
to the Company.
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• Certificates for shares of
Common Stock that you own, along with any forms needed to effect a
transfer of those shares to the Company. The value of the shares,
determined as of the effective date of the option exercise, will be
applied to the option exercise price. However, you may not
surrender the ownership of shares of Common Stock in payment of the
exercise price if your action would cause the Company to recognize
compensation expense (or additional compensation expense) with
respect to this option for financial reporting purposes.
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• Irrevocable directions to
a securities broker approved by the Company to sell all or part of
your option shares and to deliver to the Company from the sale
proceeds an amount sufficient to pay the option exercise price and
any withholding taxes. (The balance of the sale proceeds, if any,
will be delivered to you.) The directions must be given by signing
a special “Notice of Exercise” form provided by the
Company.
• Irrevocable directions to
pledge all or part of your option shares to a securities broker or
lender approved by the Company, as security for a loan, and to
deliver all or part of the loan proceeds to the Company in an
amount sufficient to pay the option exercise price and any
withholding taxes. (The balance of the loan proceeds, if any, will
be delivered to you.) The directions must be given by signing a
special “Notice of Exercise” form provided by the
Company.
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| Withholding Taxes & Responsibility for
Taxes |
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Regardless of any action the Company or
your employer (the “Employer”) takes with respect to
any or all income tax, social insurance, payroll tax, payment on
account or other tax-related withholding (“Tax-Related
Items”), you acknowledge that the ultimate liability for all
Tax-Related Items legally due by you is and remains your
responsibility and that the Company and/or the Employer
(1)&
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