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Exhibit
10.37
F ORM
OF N OTICE OF S
TOCK O PTION A WARD
FOR N ON -E MPLOYEE D
IRECTORS
S ILICON G
RAPHICS , I NC .
M ANAGEMENT
I NCENTIVE P LAN
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| Optionee: |
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| Shares Subject to Option: |
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XXX shares
of common stock, par value $.01 (“Shares”) of Silicon
Graphics, Inc. (the “Company”). |
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| Type of
Option: |
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Nonqualified
Stock Option |
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| Exercise Price per Share: |
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$xx.xx |
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| Date of
Grant: |
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| Date
Exercisable: |
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This option
may be exercised to the extent it is vested. |
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| Vesting: |
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Time
Vesting . This option shall vest on the first anniversary of
the date of grant; provided either (i) the Optionee’s
Service has not terminated on such date, or (ii) the
Optionee’s Service terminated (other than for Cause) on the
date of the Company’s annual meeting of shareholders which
occurred prior to the first anniversary of the date of grant due to
the Optionee’s not standing for re-election or not being
reelected. |
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| Accelerated Vesting: |
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Death/Disability . If not then
vested, this option shall become 100% vested upon the
Optionee’s termination of Service due to the Optionee’s
death or Disability.
Change in Control . If not then
vested, this option shall become 100% vested upon a Change in
Control.
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| Expiration Date: |
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This option
shall expire on the earliest of the following dates: (i) 5 years
from the date of the grant, (ii) the date Optionee’s Service
terminates for Cause (or if Cause exists on such date), (iii) one
year following termination of service due to Optionee’s
Death/Disability, (iv) 90 days following termination of Service
without cause, and (v) 30 days following the Optionee’s
termination of Service due to the Optionee’s resignation (to
the extent then vested). |
This option is granted under and
governed by the terms and conditions of Silicon Graphics, Inc.
Management Incentive Plan and the related Non-Employee Director
Stock Option Agreement, reference number 001-D, both of which are
hereby made a part of this document. Capitalized terms used but not
defined in this Non-Employee Director Notice of Stock Option Grant
shall have the meanings assigned to them in the above-referenced
documents. The undersigned Optionee acknowledges receipt of, and
understands and agrees to, this Notice of Stock Option Grant, the
Stock Option Agreement and the Silicon Graphics, Inc. Management
Incentive Plan.
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| S ILICON G RAPHICS , I
NC . |
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| By: |
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Robert H.
Ewald, Chief Executive Officer |
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| [Name of Director] |
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| By: |
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[Name] |
F ORM
OF S TOCK O PTION A
GREEMENT FOR N ON -E
MPLOYEE D IRECTORS
S ILICON G
RAPHICS , I NC .
M ANAGEMENT
I NCENTIVE P LAN
R EFERENCE
001-SO-D
SECTION 1. GRANT OF
OPTION.
(a) Option. On the terms and
conditions set forth in this Agreement and each Notice of Stock
Option Grant referencing this Agreement (the “Notice”),
the Company grants to the Optionee on the Date of Grant an option
to purchase at the Exercise Price a number of shares of Common
Stock, all as set forth in the Notice. Each such Notice, together
with this referenced Agreement, shall be a separate option governed
by the terms of this Agreement. This option is intended to be a
Nonqualified Stock Option.
(b) Plan and Defined Terms . This
option is granted under and subject to the terms of the Plan, which
is incorporated herein by this reference. Capitalized terms are
defined in Section 8 of this Agreement.
SECTION 2. RIGHT TO
EXERCISE.
Subject to the conditions set forth in
this Agreement, all or part of this option may be exercised prior
to its expiration at the time or times set forth in the vesting
provisions of the Notice.
SECTION 3. TRANSFER OR ASSIGNMENT OF
OPTION.
(a) Generally . This option shall
be exercisable during the Optionee’s lifetime, only by the
Optionee. Except as otherwise provided in subsection
(b) below, this option and the rights and privileges conferred
hereby shall not be sold, pledged or otherwise transferred (whether
by operation of law or otherwise) other than by will or the laws of
descent and distribution and shall not be subject to sale under
execution, attachment, levy or similar process.
(b) Permitted Transfers . The
Optionee shall be permitted to transfer this option, (i) in
connection with his or her estate plan, to the Optionee’s
spouse, siblings, parents, children and grandchildren or a
charitable organization that is exempt under Section 501(c)(3)
of the Code or to trusts for the benefit of such persons or
partnerships, corporations, limited liability companies or other
entities owned solely by such persons, including trusts for such
persons, (ii) to the Optionee’s former spouse in
accordance with a domestic relations order or (iii) to the
entity that employs the Optionee or to its affiliate, provided that
the Optionee owns more than 50% of the voting interests of such
entity or affiliate or such transfer otherwise complies with
applicable securities laws.
SECTION 4. EXERCISE
PROCEDURES.
(a) Notice of Exercise. This
Option shall be exercisable by written notice signed by the
Optionee and delivered to the Company’s Employee Stock
Services group or by using the electronic methods approved from
time to time by Employee Stock Services (currently
www.optionslink.com). If an electronic
exercise method is not chosen, such notice shall be in the form of
Exhibit A (Stock Exercise Request) found at the Employee
Stock Services’ website (currently
http://www-finance.corp.sgi.com/stock/ ) or available upon
request from such group. In the event that this option is being
exercised by the Optionee’s representative or a permitted
Transferee, the notice shall be accompanied by proof (satisfactory
to the Company) of the representative’s right to exercise
this option.
(b) Method of Payment. Upon
exercise of the notice, the Optionee shall either
(i) Acquire the Common
Stock – Make payment of the full amount of the Purchase
Price plus any applicable withholding in cash, check or other
readily available funds,
(ii) Cashless Exercise
– Exercise pursuant to the Company’s approved cash-less
exercise procedure.
(iii) Alternate Method
– At the sole discretion, of the Committee, pay all or any
part of the Purchase Price and any applicable withholding by an
alternate method approved by the Committee. Should the Committee
exercise its discretion to permit the Optionee to exercise this
option in whole or in part in accordance with an alternate method,
it shall have no obligation to permit such alternative exercise
with respect to the remainder of this option or with respect to any
other option to purchase shares of Common Stock held by the
Optionee.
(c) Issuance of Common Stock. If
the Optionee exercises this option pursuant to Section 4(b)(i)
of this Agreement, the Company shall cause to be issued a
certificate or certificates for the shares of Common Stock as to
which this option has been exercised, registered in the name of the
person exercising this option (or in the names of such person and
his or her spouse as community property or as joint tenants with
right of survivorship).
(d) Cashless Exercise. If the
Optionee exercises this option pursuant to Section 4(b)(ii) of
this Agreement, the Optionee will receive either the net number of
shares of Common Stock after taking into account both the Purchase
Price and any required tax withholding, fees and commissions, or an
amount in cash equal to the amount realized upon the sale of such
shares of Common Stock after fees and commissions. No fractional
shares of Common Stock will be issued. The Company will pay cash in
respect of fractional shares of Common Stock.
(e) Withholding. Should the
governme
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