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Exhibit 10.27
IOMEGA
CORPORATION
Nonstatutory Stock
Option Agreement
Granted Under 2007
Stock Incentive Plan
This
agreement evidences the grant by Iomega Corporation, a
Delaware corporation (the "Company"), on
____________ (the "Grant Date"),
to_____________, (the "Participant"),
of an option to purchase, in whole or in part, on the terms
provided herein and in the Company's 2007 Stock Incentive Plan
(the "Plan"), a total of __________
shares of common stock, $0.03 1/3 par
value per share (the "Common Stock"), of the Company (the
"Shares") at $__________ per Share. Unless earlier
terminated, this option shall expire on _________ at 4:00 p.m.
Eastern Time (the "Final Exercise Date").
It
is intended that the option evidenced by this agreement shall
not be an incentive stock option as defined in Section 422 of
the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the
"Code"). Except as otherwise indicated by the
context, the term "Participant", as used in this option, shall
be deemed to include any person who acquires the right to
exercise this option validly under its terms.
2.
Vesting Schedule .
(a)
Scheduled Vesting . This option grant will become
exercisable at the rate of _________ percent
(_____%) per year commencing on the first
anniversary of the date of grant and continuing on
each subsequent anniversary date until fully
vested.
This
option shall expire upon, and will not be exercisable after,
the Final Exercise Date. The right of exercise shall be
cumulative so that to the extent the option is not exercised
in any period to the maximum extent permissible, it shall
continue to be exercisable, in whole or in part, with respect
to all shares for which it is vested until the earlier of the
Final Exercise Date or the termination of this option under
Sections 3 or 4 hereof or the Plan.
(b)
Automatic Acceleration Upon a Change in Control Event
.
(i) In
the event that the surviving entity resulting from a Change of
Control Event does not assume this option, the entire option
shall become vested immediately prior to the occurrence of a
Change of Control Event.
(ii) To
the extent this option remains outstanding after a Change in
Control, then, if (x) the Participant's service is terminated
by the Company or its successor without Cause (as defined in
Section 4(e) or (y) the Participant resigns from service with
the Company or its successor for Good Reason (as defined
below), in either case prior to the second anniversary of the
date of consummation of the Change in Control Event, then the
vesting schedule of this option shall be accelerated so that
all options which remain unvested shall automatically become
vested in full effective immediately prior to the occurrence
of such termination or resignation.
(ii) For
purposes of this Section, "Good Reason" shall mean a
significant diminution in the Participant's status, title,
offices, authority, responsibilities, or reporting
requirements from and after such Change in Control Event, or
any reduction in the annual cash compensation payable to the
Participant and after the Change of Control Event, or the
relocation to the place of business at which the Participant
is principally located to a location that is greater than 50
miles from its location immediately prior to such Change in
Control Event; provided however that in the case of members of
the Board of Directors, Good Reason will not include any
change in Board committee assignments or Board committee
chairmanships.
3.
Non-Solicitation; Non-Disclosure .
(a)
Non-Solicitation of Employees . Participant agrees that
during Participant’s service with the Company, and for
one year following Participant’s termination of such
service, Participant shall not, directly or indirectly, in any
capacity (including but not limited to, as an individual, a
sole proprietor, partner, stockholder, investor, officer or
director of a corporation, an employee, agent, associate, or
consultant of any person, firm or corporation, or other
entity) hire any person from, attempt to hire any person from,
or solicit, induce, persuade, or otherwise cause any person to
terminate his or her service with the Company; provided,
however, that Participant’s mere association (as a
director, officer, employee, or otherwise) with an entity that
hires or solicits a person employed by Company shall
not violate this provision if Participant played no
part in the introduction, hiring, solicitation, or
determination of whether to hire such
candidate. Any breach of Participant’s
obligations under this paragraph shall, in addition to all
other remedies available to the Company, result in the
immediate termination of this option.
(b)
Non-Solicitation of Customers . Participant
agrees that during Participant’s service with the
Company and for one year following Participant’s
termination of such service, Participant shall not, directly
or indirectly, in any capacity, solicit the business of any
customer of the Company except on behalf of the Company, or
attempt to induce any customer of the Company to cease or
reduce its business with the Company; provided that following
the termination of Participant’s service with the
Company, he or she may solicit a customer of the Company to
purchase goods or services that do not compete directly or
indirectly with those then offered by the Company, and
provided further that Participant’s mere association (as
a director, officer, employee, or otherwise) with an entity
that solicits a customer of Company shall not violate
this provision if Participant played no part in the
introduction, solicitation, or determination of whether to
solicit such custom
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