Exhibit 10.108
EPICOR SOFTWARE
CORPORATION
2007 STOCK INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
Unless otherwise defined herein, the
terms defined in the 2007 Stock Incentive Plan shall have the same
defined meanings in this Option Agreement (the
“Agreement”).
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I.
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NOTICE OF
STOCK OPTION GRANT
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Participant:
Address:
You have been granted an option to
purchase Common Stock of the Company, subject to the terms and
conditions of the Plan and this Agreement, as follows:
Grant Number
Date of Grant
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:
Vesting Schedule
:
Subject to accelerated vesting as
set forth in Section 10 of the Plan, this Option may be
exercised, in whole or in part, in accordance with the following
schedule:
Termination
Period:
This Option may be exercised as to
vested Shares for [one year] after the Participant ceases to be a
Service Provider. Upon the death or Disability of the Participant,
this Option may be exercised for one year after the Participant
ceases to be a Service Provider. Notwithstanding the foregoing, in
no event may this Option be exercised later than the
Term/Expiration Date as provided above and may be subject to
earlier termination as provided in Section 10 of the
Plan.
A. Grant of
Option.
The Administrator of the Company
hereby grants to the Participant named in the Notice of Stock
Option Grant attached as Part I of this Agreement (the
“Participant”) an option (the “Option”) to
purchase the number of Shares, as set forth in the Notice of Stock
Option Grant, at the exercise price per Share set forth in the
Notice of Stock Option Grant (the “Exercise Price”),
subject to all of the terms and conditions in this Agreement and
the Plan, which is incorporated herein by reference. Subject to
Section 12.1 of the Plan, in the event of a conflict between
the terms and conditions of the Plan and the terms and conditions
of this Agreement, the terms and conditions of the Plan shall
prevail.
If designated in the Notice of Stock
Option Grant as an Incentive Stock Option (“ISO”), this
Option is intended to qualify as an Incentive Stock Option as
defined in Section 422 of the Code. Nevertheless, to the
extent that it exceeds the $100,000 rule of Code
Section 422(d), this Option shall be treated as a Nonqualified
Stock Option (“NSO”). Further, if for any reason this
Option (or portion thereof) shall not qualify as an ISO, then, to
the extent of such nonqualification, such Option (or portion
thereof) shall be regarded as a NSO granted under the Plan. In no
event shall the Administrator, the Company or any Subsidiary or any
of their respective employees or directors have any liability to
Participant (or any other person) due to the failure of the Option
to qualify for any reason as an ISO.
B. Vesting Schedule . Except
as provided in Paragraph C, the Option awarded by this Agreement
shall vest in accordance with the vesting provisions set forth in
the Notice of Stock Option Grant. Shares scheduled to vest on a
certain date or upon the occurrence of a certain condition shall
not vest in Participant in accordance with any of the provisions of
this Agreement, unless Participant shall have been continuously a
Service Provider from the Date of Grant until the date such vesting
occurs.
C. Administrator Discretion .
The Administrator, in its discretion, may accelerate the vesting of
the balance, or some lesser portion of the balance, of the unvested
Option at any time, subject to the terms of the Plan. If so
accelerated, such Option shall be considered as having vested as of
the date specified by the Administrator.
D. Exercise of
Option.
(a) Right to Exercise . This
Option is exercisable during its term in accordance with the
Vesting Schedule set out in the Notice of Stock Option Grant and
the applicable provisions of the Plan and this
Agreement.
(b) Method of Exercise . This
Option is exercisable by delivery of an exercise notice, in the
form attached as Exhibit A (the “Exercise Notice”) or
in a manner and pursuant to such procedures as the Administrator
may determine, which 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. The Exercise Notice
shall be completed by the
2
Participant and delivered to the
Stock Plan Administrator of the Company. The Exercise Notice shall
be accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares together with any applicable tax withholding. This
Option shall be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by such
aggregate Exercise Price.
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 the Participant on the date the Option is exercised with respect
to such Exercised Shares.
E. Method of
Payment.
Payment of the aggregate Exercise
Price shall be by any of the following, or a combination thereof,
at the election of the Participant:
1. cash; or
2. check; or
3. consideration received by the
Company under a cashless exercise program implemented by the
Company in connection with the Plan; or
4. surrender of other Shares,
provided that such Shares (i) in the case of Shares acquired
upon exercise of an option, have been owned by the Participant for
more than six (6) months on the date of surrender, and
(ii) have a Fair Market Value on the date of surrender equal
to the aggregate Exercise Price of the Exercised Shares.
F. Tax Obligations
.
1. Withholding of Taxes .
Notwithstanding any contrary provision of this Agreement, no
certificate representing the Shares shall be issued to the
Participant, unless and until satisfactory arrangements (as
determined by the Administrator) shall have been made by the
Participant with respect to the payment of income, employment and
other taxes which the Company determines must be withheld with
respect to such Shares. To the extent determined appropriate by the
Company in its discretion, it shall have the right (but not the
obligation) to satisfy any tax withholding obligations by reducing
the number of Shares otherwise deliverable to the Participant. If
Participant fails to make satisfactory arrangements for the payment
of any required tax withholding obligations hereunder at the time
of Option exercise, the Participant acknowledges and agrees that
the Company may refuse to honor the exercise and refuse to deliver
the Shares if such withholding amounts are not delivered at the
time of exercise.
2. Notice of Disqualifying
Disposition of ISO Shares . If the Op
