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Exhibit 10.5
NEOWARE SYSTEMS, INC.
2004 EQUITY INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
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FOR OPTIONEES RESIDING IN FRANCE
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Neoware Systems, Inc. (the "Company") hereby grants to
_______________
(the "Optionee") an option (the "Option") to purchase a total of
____________
shares of the Company's Common Stock, at the price and on the
terms set forth
herein, and in all respects subject to the terms and provisions
of the Neoware
Systems, Inc. 2004 Equity Incentive Plan, as amended (the
"Plan"), applicable to
Non-Qualified Stock Options, which terms and provisions are
incorporated by
reference herein. Unless otherwise defined herein, capitalized
terms used but
not defined herein shall have the meanings given to them in the
Plan. In the
event of any conflict between the terms and conditions of the
Plan and those set
forth herein, the terms of set forth herein shall govern and be
determinative.
1. NATURE OF THE OPTION. The Company intends that the Option
granted
hereunder shall qualify for the favorable tax and social
insurance treatment
applicable to stock options that comply with Articles L 225-177
to L 225-186 of
the French Commercial Code.
2. DATE OF GRANT. The Option is granted as of the ___________,
200_
(the "Date of Grant").
3. TERM OF OPTION. The Option shall have a term of ten years
from the
Date of Grant and shall terminate at 5:00 p.m. on
______________, 200_ unless it
is terminated at an earlier date pursuant to the provisions of
this Agreement or
the Plan.
4. OPTION EXERCISE PRICE. The Option exercise price is $_____
per
Share, which is equal to the greater of: (i) ninety-five percent
(95%) of the
average closing price of the Common Stock during the twenty (20)
trading days
preceding the Date of Grant of the Option and (ii) one hundred
percent (100%) of
the Fair Market Value of the Common Stock on the Date of Grant
of such Option.
5. EXERCISE OF OPTION.
5.1 VESTING. Subject to Sections 6.7.4(b) and 12 of the
Plan,
and except as the Committee or the Board may accelerate the
vesting of the
Option in its sole discretion, the Option shall become vested
and will become
exercisable during its term only in accordance with the terms
and provisions of
the Plan and this Award Agreement, over a period of four years,
with the Option
becoming exercisable with respect to 25% of the shares subject
to the Option on
the first, second, third and fourth anniversaries, respectively,
of the Date of
Grant, until the Option is exercisable with respect to 100% of
the shares;
provided that, subject to Section 6.7.4(b) of the Plan, vesting
shall cease upon
the Optionee's termination of employment or other Service.
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5.2 RIGHT TO EXERCISE. Subject to the vesting provisions of
Section 5.1 above and the termination provisions of Section 6.7
of the Plan, the
Option may be exercised in whole or in part at any time and from
time to time
during the term of the Option. Any portion of the Option that is
not vested is
not exercisable. The unvested portion of the Option may not be
exercised until
it becomes vested in accordance with Section 5.1.
5.3 METHOD OF EXERCISE. The Option shall be exercisable by
written notice from the Optionee to the Company setting forth
the Optionee's
election to exercise the Option and the number of shares in
respect of which the
Option is being exercised. Such notice shall be signed by the
Optionee,
delivered to the Company in a manner consistent with Section
13.13 of the Plan,
and accompanied by payment of the exercise price. The Option
shall not be
payable pursuant to a broker assisted exercise before the fourth
anniversary of
the Date of Grant of the Option. The Option will be deemed to be
exercised upon
the receipt by the Company of such notice and payment of the
exercise price. The
Optionee shall have no right to vote or receive dividends and
shall have no
other rights as a stockholder with respect to the shares with
respect to which
the Option is exercised, notwithstanding the exercise of the
Option, until the
issuance by the Company (as evidenced by the appropriate entry
on the books of
the Company or of a duly authorized transfer agent of the
Company) of the stock
certificate
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