Exhibit 10.6
DOLBY LABORATORIES,
INC.
2005 STOCK PLAN
STOCK OPTION AGREEMENT -
INTERNATIONAL
Unless otherwise defined herein, the
terms defined in the Dolby Laboratories, Inc. 2005 Stock Plan as
amended from time to time (the “Plan”) shall have the
same defined meanings in this Stock Option Agreement.
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I.
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NOTICE OF
STOCK OPTION GRANT
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Participant:
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[ insert
name of record ]
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Address:
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[ insert
address line 1, 2, and 3 (as required) ]
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[ insert
city, state/province zip/postal code (country) ]
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Participant has been granted an
Option, subject to the terms and conditions of the Plan and this
Stock Option Agreement, as follows:
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Grant
Number
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Date of
Grant
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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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[insert total option
price]
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Type of
Option:
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Term/Expiration
Date:
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Vesting Schedule
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Subject to Participant continuing to
be a Service Provider and other limitations set forth in the Plan,
this Stock Option Agreement and country-specific provisions as set
forth in Appendix A to this Stock Option Agreement, this Option may
be exercised, in whole or in part, in accordance with the following
schedule:
Termination Period
:
This Option will be exercisable for
three (3) months after Participant ceases to be a Service
Provider, unless such termination is due to Participant’s
death or Disability, in which case this Option will be exercisable
for one (1) year after Participant ceases to be Service
Provider. Notwithstanding the foregoing, in no event may this
Option be exercised after the Term/Expiration Date as provided
above.
The Administrator hereby grants to
Participant named in the Notice of Stock Option Grant (the
“Notice of Grant”) an Option to purchase the number of
Shares, as set forth in the Notice of Grant, at the exercise price
per Share set forth in the Notice of Grant (the “Exercise
Price”), subject to the terms and conditions of the Plan,
which is incorporated herein by reference, and this Stock Option
Agreement and country-specific provisions as set forth in Appendix
A to this Stock Option Agreement (collectively, the “Option
Agreement”). Subject to Section 20(c) of the Plan, in
the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Option Agreement, the
terms and conditions of the Plan shall prevail.
If designated in the Notice of Grant
as an Incentive Stock Option, this Option is intended to qualify as
an Incentive Stock Option under Section 422 of the Code.
However, if this Option is intended to be an Incentive Stock
Option, to the extent that it exceeds the $100,000 rule of Code
Section 422(d), or otherwise does not qualify as an Incentive
Stock Option, it shall be treated as a Nonstatutory Stock
Option.
1. Right to Exercise . This
Option is exercisable during its term in accordance with the
Vesting Schedule set out in the Notice of Grant and the applicable
provisions of the Plan and this Option Agreement.
2. Method of Exercise . This
Option is exercisable by (i) delivery of an exercise notice,
in the form and manner determined by the Administrator, or
(ii) following an electronic or other exercise procedure
prescribed by the Administrator, which in either case shall state
the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the
“Exercised Shares”), and such other representations and
agreements as may be required by the Company pursuant to the
provisions of the Plan. Participant shall provide payment of the
aggregate Exercise Price as to all Exercised Shares at the time of
exercise, together with any applicable Tax-Related Items (as
defined in section II.F below) withholding arising in connection
with such exercise. This Option shall be deemed to be exercised
upon receipt by the Company of a fully executed exercise notice or
completion of such exercise procedure, as the Administrator may
determine in its sole discretion, accompanied by such aggregate
Exercise Price and any applicable Tax-Related Items
withholding.
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No Shares shall be issued pursuant
to the exercise of this Option unless such issuance and exercise
complies with Applicable Laws. Assuming such compliance, for income
tax purposes, the Exercised Shares shall be considered transferred
to Participant on the date the Option is exercised with respect to
such Exercised Shares.
Payment of the aggregate Exercise
Price shall be by any of the following, or a combination thereof,
at the election of Participant:
1. to the extent permitted by
Applicable Law, by cash, check or cash equivalent;
2. consideration received by the
Company under a formal cashless exercise program adopted by the
Company in connection with the Plan; or
3. any other methods approved by the
Administrator and permitted by Applicable Laws.
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D.
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Non-Transferability of Option
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This Option may not be transferred
in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of
Participant only by Participant. The terms of the Plan and this
Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of
Participant.
This Option may be exercised only
within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the
terms of this Option Agreement.
Regardless of any action the Company
or Participant’s employer (the “Employer”) takes
with respect to any or all income tax, social insurance, payroll
tax, payment on account or other tax-related withholding items
related to Participant’s participation in the Plan and
legally applicable to Participant, or deemed by the Company or the
Employer to be an appropriate charge to Participant even if
technically due by the Company of the Employer (“Tax-Related
Items”), Participant hereby acknowledges that the ultimate
liability for all Tax-Related Items is and remains
Participant’s responsibility and may exceed the amount
actually withheld by the Company or the Employer. Participant
further acknowledges that the Company and/or the Employer
(1) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of
the Option grant, including, but not limited to, the grant, vesting
or exercise of the Option, the issuance of Shares pursuant to such
exercise, the subsequent sale of Shares acquired pursuant to such
exercise and the receipt of any dividends; and (2) do not
commit to and are under no obligation to structure the terms of the
grant or any aspect of the Option to reduce or eliminate
Participant’s liability for Tax-Related Items or achieve a
particular tax result. Further, if Participant has become subject
to tax in more than one
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jurisdiction between the date of grant and the
date of any relevant taxable event, Participant acknowledges that
the Company and/or the Employer (or former employer, as applicable)
may be required to withhold or account for Tax-Related Items in
more than one jurisdiction.
Prior to any relevant taxable or tax
withholding event, Participant shall pay or make adequate
arrangements satisfactory to the Company and/or the Employer to
satisfy all Tax-Related Items. In this regard, Participant
authorizes the Company and/or the Employer or their respective
agents, in their sole discretion and without any notice or
authorization by Participant, to satisfy the obligations with
regard to all Tax-Related Items by one or a combination of the
following:
(1) withholding from
Participant’s wages or other cash compensation paid to
Participant by the Company and/or the Employer; or
(2) withholding from proceeds of the
sale of Shares acquired upon exercise of the Option, either through
a voluntary sale or through a mandatory sale arranged by the
Company (on Participant’s behalf pursuant to this
authorization); or
(3) withholding in Shares to be
issued upon exercise of the Option.
To avoid negative accounting
treatment, the Company may withhold or account for Tax-Related
Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates If the obligation for
Tax-Related Items is satisfied by withholding in Shares, for tax
purposes Participant is deemed to have been issued the full number
of Exercised Shares, notwithstanding that a number of the Exercised
Shares is held back solely for the purpose of paying the
Tax-Related Items due as a result of any aspect of
Participant’s participation in the Plan. No fractional Shares
will be withheld or issued pursuant to the exercise of an Option
and the issuance of Shares thereunder.
Finally, Participant shall pay to
the Company or the Employer any amount of Tax-Related Items that
the Company or the Employer may be required to withhold or account
for as a result of Participant’s participation in the Plan or
Participant’s purchase of Shares that cannot be satisfied by
the means previously described. Participant acknowledges and agrees
that the Company may refuse to honor the exercise and refuse to
deliver Shares or the proceeds from the sale of Shares if
Participant fails to comply with Participant’s obligations in
connection with the Tax-Related Items as described in this section
F.
1. Participant acknowledges receipt
of a copy of the Plan (including any applicable appendixes or
sub-plans thereunder) and represents that he or she is familiar
with the terms and provisions thereof, and hereby accepts this
Option subject to all of the terms and provisions thereof.
Participant has reviewed the Plan (including any applicable
appendixes or sub-plans thereunder) and this Option Agreement in
their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Option and fully understands all
provisions of the Option. Participant hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of
the Administrator upon any questions arising under the Plan or this
Option. Participant further agrees to notify the Company upon any
change in the residence address in the Notice of Grant.
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2. The Company (and not the
Employer) is granting the Option. The Company will administer the
Plan from outside Participant’s country of
residence.
3. The Plan is established
voluntarily by the Company, is wholly discretionary in nature and
may be modified, amended, suspended or terminated by the Company at
any time.
4. The grant of the Option is
voluntary and occasional and does not create any contractual or
other right to receive future grants of Options, or benefits in
lieu of options, even if Options have been granted repeatedly in
the past.
5. All decisions with respect to
future Option grants, if any, will be at the sole discretion of the
Company.
6. The Option and the Shares subject
to the Option are extraordinary items that do not constitute
compensation of any kind for services of any kind rendered to the
Company or the Employer, and which are outside the scope of
Participant’s employment contract, if any.
7. The Option and the Shares subject
to the Option are not intended to replace any pension rights or
compensation.
8. Although provided by the Company,
the Option and the Shares subject to the Option are not part of
Participant’s normal or expected salary or compensation for
any purposes, including, but not limited to, calculating any
severance, resignation, termination, redundancy, dismissal, end of
service payments, bonuses, long service awards, pension, retirement
or welfare benefits, or any other similar payments, and in no event
should the Option be considered as compensation for, or relating in
any way to, past services for the Company, the Employer or any
Subsidiary.
9. The Option grant and
Participant’s participation in the Plan will not be
interpreted to form an employment contract or relationship with the
Company or any Subsidiary and the Company will not incur any
liability of any kind to Participant as a result of any change or
amendment, or any cancellation, of the Plan at any time.
10. The future value of the
underlying Shares is unknown and cannot be predicted with
certainty.
11. If the underlying Shares do not
increase in value, the Option will have no value.
12. If Participant exercises his or
her Option and obtains Shares, the value of those Shares acquired
upon exercise may increase or decrease in value, even below the
Exercise Price.
13. Participant has received the
terms and conditions of this Option Agreement and any other related
communications in English, and Participant consents to having
received
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these documents in English. If Participant has
received this Option Agreement or any other document related to the
Plan translated into a language other than English and if the
meaning of the translated version is different than the English
version, the English version will control.
14. Participant is voluntarily
participating in the Plan.
15. In consideration of the grant of
the Option, no claim or entitlement to compensation or damages
shall arise from forfeiture of the Option resulting from
termination of Participant’s status as a Service Provider by
the Company or the Employer (for any reason whatsoever and whether
or not in breach of local labor laws) and Participant irrevocably
releases the Company and the Employer from any such claim that may
arise; if, notwithstanding the foregoing, any such claim is found
by a court of competent jurisdiction to have arisen, then, by
accepting this Option Agreement, Participant will be deemed
irrevocably to have waived his or her entitlement to pursue such
claim.
16. In the event of termination of
Participant’s status as a Service Provider (whether or not in
breach of local labor laws), Participant’s right to vest in
the Option under the Plan, if any, will terminate
effective