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PLATINUM RESEARCH ORGANIZATION, INC. STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT

Option Agreement

PLATINUM RESEARCH ORGANIZATION, INC. STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT | Document Parties: PLATINUM RESEARCH ORGANIZATION, INC | Platinum Research Organization, LP You are currently viewing:
This Option Agreement involves

PLATINUM RESEARCH ORGANIZATION, INC | Platinum Research Organization, LP

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Title: PLATINUM RESEARCH ORGANIZATION, INC. STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Governing Law: Delaware     Date: 11/13/2007
Industry: Software and Programming     Sector: Technology

PLATINUM RESEARCH ORGANIZATION, INC. STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT, Parties: platinum research organization  inc , platinum research organization  lp
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Exhibit 10.4

 

PLATINUM RESEARCH ORGANIZATION, INC.

STOCK INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

This Non-Qualified Stock Option Agreement (the “ Agreement ”) is made and entered into, effective as of April 18, 2007 (the “ Transaction Date ”) by and between Platinum Research Organization, Inc., a Delaware corporation (the “ Company ”), and the participant named below (the “ Participant ”), in substitution of the those certain equity options previously issued to Participant under the Platinum Research Organization, L.P. Equity Option Plan that remained outstanding on the Transaction Date (the “ Equity Options ”). Effective as of the Transaction Date, all Equity Options are terminated and Participant’s rights under the Equity Options are cancelled. Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s Stock Incentive Plan (the “ Plan ”).

NOW, THEREFORE, it is agreed as follows:

Participant:

Social Security Number:                                       

 

Address: 2777 Stemmons Freeway
   Suite 1440
   Dallas, Texas 75207

Total Stock Option Shares:

Exercise Price Per Share:

Original Grant Date:

Expiration Date:

Section 1. Grant of Stock Option . In substitution of the Equity Options, and subject to Section 2 below, the Company hereby grants to Participant a Stock Option (this “ Stock Option ”) to purchase the total number of shares of Common Stock of the Company set forth above as Total Stock Option Shares (the “ Shares ”) at the Exercise Price Per Share set forth above (the “ Exercise Price ”), subject to all of the terms and conditions of this Agreement and the Plan. This Stock Option is not intended to qualify as an “incentive stock option” under Code Section 422.

Section 2. Substitution of Equity Option . The Company and the Participant acknowledge that it is the intention of each of them that the grant of this Stock Option not be considered a modification of the Equity Options under Code Section 409A and that the terms of

 


this Agreement be construed in furtherance of their objective. Accordingly, if the number of Shares subject to this Stock Option, the exercise price of this Stock Option, or any other term of this Agreement is required to be adjusted in order to satisfy the requirements of Code Section 409A, then this Agreement will be deemed modified as of the effective date of this Agreement, without consideration, but only to the extent necessary to comply with Code Section 409A, and this Agreement will be enforceable as if such modified terms were included in this Agreement on the effective date. All other terms of this Agreement will continue in effect and remain enforceable.

Section 3. Vesting Schedule and Performance Criteria .

(a) Vesting Schedule and Performance Criteria . This Option shall be exercisable upon vesting, in accordance with the following vesting schedule:

 

Vesting Date

   Vesting
Percentage
 

1 st anniversary of Original Grant Date

   33 %

2 nd anniversary of Original Grant Date

   67 %

3 rd anniversary of Original Grant Date

   100 %

(b) Option Expiration . The Option shall expire on the Expiration Date set forth above or earlier as provided in Section 4 below or, in the event of a Change in Control, pursuant to subsection 12.2 of the Plan.

If application of the vesting percentage causes a fractional Share, such Share shall be rounded up to the nearest whole Share for each vesting period except for the last vesting period, at the end of which period this Stock Option shall become exercisable for the remaining whole Shares subject to this Stock Option.

Section 4. Termination . The Stock Option will not be exercisable on or after Participant’s termination of Continuous Service (“ Termination Date ”), except as otherwise specifically provided in this Section 4 . For these purposes, the term “Continuous Service” shall mean that the Participant’s service with the Company (or any Affiliate), whether as an Employee, Director or Consultant, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company (or any Affiliate) as an Employee, Director or Consultant, or a change in the entity for which the Participant renders such service, provided there is no interruption or termination of the Participant’s Continuous Service.

(a) Voluntary Termination of Continuous Service . If Participant’s Continuous Service terminates for any reason other than death, Disability or for Cause, Participant may exercise the Stock Option (to the extent that it would have been exercisable by Participant as of the Termination Date), but only within such period of

 

2

 


time ending on the earlier of (i) the date ninety (90) days following Participant’s Termination Date or (ii) the Expiration Date, set forth above.

(b) Death of Participant . If Participant’s Continuous Service terminates as a result of Participant’s death, Participant’s estate or heirs may exercise the Stock Option (to the extent that it would have been exercisable by Participant as of the Termination Date), but only within such period of time ending on the earlier of (i) the date one year following Participant’s Termination Date or (ii) the Expiration Date, set forth above.

(c) Disability of Participant . If Participant’s Continuous Service terminates as a result of Participant’s Disability, Participant may exercise the Stock Option (to the extent that it would have been exercisable by Participant as of the Termination Date), but only within such period of time ending on the earlier of (i) the date one year following Participant’s Termination Date or (ii) the Expiration Date, set forth above.

(d) Termination for Cause . If Participant’s Continuous Service is terminated for Cause, then the Stock Option will expire on Participant’s Termination Date, whether or not such Stock Option was vested.

(e) Failure to Timely Exercise . Except as otherwise specifically permitted under the Plan, if Participant (or his personal representative, estate or heirs, as the case may be) fails to exercise Participant’s Stock Option within the time period specified in this Section 4, the Stock Option shall terminate and will no longer be exercisable.

(f) No Obligation to Employ . Nothing in the Plan or this Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Company or any


 
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