|
Exhibit
99.02
RENDITION NETWORKS,
INC.
AMENDED AND
RESTATED
1998 STOCK OPTION
PLAN
NOTICE OF STOCK OPTION
GRANT
<<Optionee>> (“
Optionee ”)
<<OptioneeAddressl>>
<<OptioneeAddress2>>
You have been granted an
option to purchase Common Stock (the “ Option ”)
of Rendition Networks, Inc. (the “ Company ”) as
follows:
|
|
|
|
Date of Grant:
|
|
<<GrantDate>> |
|
|
|
Vesting Commencement Date:
|
|
<<VestingCommenceDate>> |
|
|
|
Exercise Price Per Share:
|
|
<<ExercisePrice>> |
|
|
|
Total Number of Shares
Granted:
|
|
<<NoOfShares>> |
|
|
|
Type of Option:
|
|
<<TypeOfShare>> |
|
|
|
Term/Expiration Date:
|
|
<<ExpirDate>> |
|
|
|
Vesting Schedule:
|
|
This Option may be exercised, in whole
or in part, in accordance with the following schedule:
<<VestingSchedule>>.
|
|
|
|
Termination Period:
|
|
This Option
may be exercised for up to three months after termination of
employment or consulting relationship except as set out in Sections
6 and 7 of the Stock Option Agreement (but in no event later than
the Expiration Date). |
By your signature and the
signature of the Company’s representative below, you and the
Company agree that this Option is granted under and governed by the
terms and conditions of the 1998 Stock Option Plan (the “
Plan ”) and the Stock Option Agreement (the “
Agreement ”), both of which are attached and made a
part of this Notice of Stock Option Grant (the “ Notice of
Grant ”).
OPTIONEE ACKNOWLEDGES AND
AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS
EARNED ONLY BY CONTINUING EMPLOYMENT OR CONSULTANCY AT THE WILL OF
THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER
ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE OF GRANT, THE
AGREEMENT, OR IN THE COMPANY’S PLAN, EACH OF WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY
RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY
THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH
OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE
OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR
WITHOUT CAUSE.
Optionee acknowledges receipt
of a copy of the Agreement and the Plan and represents that he or
she is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the terms and provisions
thereof. Optionee has reviewed the Agreement, the Plan and this
Option, each in its entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Option and fully
understands all provisions of the Option. Optionee hereby agrees to
accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions arising
under this Notice of Grant, the Agreement or the Plan.
This Notice of Grant may be
executed in two or more counterparts, each of which shall be deemed
an original and all of which together shall constitute one
document.
|
|
|
|
|
|
|
|
|
| <<Optionee>>: |
|
|
|
RENDITION NETWORKS, INC.: |
|
|
|
|
| |
|
|
|
By: |
|
|
|
Signature
|
|
|
|
|
|
Raghav Kher
|
| |
|
|
|
|
|
President and Chief Executive
Officer
|
-2-
RENDITION NETWORKS,
INC.
AMENDED AND
RESTATED
1998 STOCK OPTION
PLAN
STOCK OPTION
AGREEMENT
1. Grant of Option
. Rendition Networks, Inc., a Delaware corporation (the “
Company ”), hereby grants to Optionee an option (the
“ Option ”) to purchase a total number of shares
of Common Stock (the “ Shares ”) 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 the terms, definitions
and provisions of the Rendition Networks, Inc. 1998 Stock Option
Plan (the “ Plan ”) adopted by the Company,
which is incorporated herein by reference. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined
meanings in this Option.
If designated an Incentive
Stock Option, this Option is intended to qualify as an Incentive
Stock Option as defined in Section 422 of the Code.
2. Exercise of
Option . This Option shall be exercisable during its Terns
in accordance with the Vesting Schedule set out in the Notice of
Stock Option Grant and with the provisions of Section 9 of the Plan
as follows:
(a) Right to
Exercise .
(i) This Option may not be
exercised for a fraction of a share.
(ii) In the event of
Optionee’s death, disability or other termination of
employment or consulting relationship, the exercisability of the
Option is governed by Sections 5, 6 and 7 below, subject to the
limitation contained in Section 2(a)(iii) below.
(iii) In no event may this
Option be exercised after the Expiration Date of this Option as set
forth in the Notice of Stock Option Grant.
(b) Method of
Exercise . This Option shall be exercisable by execution
and delivery of the Exercise Notice and Restricted Stock: Purchase
Agreement attached hereto as Exhibit A (the “
Exercise Agreement ”) or of any other form of written
notice approved for such purpose by the Company which shall state
the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised, and such other
representations and agreements as to the holder’s investment
intent with respect to such shares of Common Stock as may be
required by the Company pursuant to the provisions of the Plan.
Such written notice shall be signed by Optionee and shall be
delivered in person or by certified mail to the Secretary of the
Company. The written notice shall be accompanied by payment of the
Exercise Price.
This Option shall be deemed
to be exercised upon receipt by the Company of such written notice
accompanied by the Exercise Price.
No Shares will be issued
pursuant to the exercise of an Option unless such issuance and such
exercise shall comply with all relevant provisions of applicable
law and the requirements of any stock exchange upon which the
Shares may then be listed. Assuming such compliance, for income tax
purposes the Shares shall be considered transferred to Optionee on
the date on which the Option is exercised with respect to such
Shares.
3. Method of
Payment . Payment of the Exercise Price shall be by any of
the following, or a combination thereof, at the election of
Optionee:
(a) cash or check;
(b) cancellation of
indebtedness;
(c) surrender of other shares
of Common Stock of the Company which (i) in the case of Shares
acquired pursuant to the exercise of a Company option, have been
owned by Optionee 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 Exercise Price of the Shares as to which the
Option is being exercised; or
(d) if there is a public
market for the Shares and they are registered under the Securities
Act of 1933, as amended, delivery of a properly executed exercise
notice together with irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds
required to pay the Exercise Price.
4. Restrictions on
Exercise . This Option may not be exercised until such time
as the Plan has been approved by the stockholders of the Company,
or if the issuance of such Shares upon such exercise or the method
of payment of consideration for such shares would constitute a
violation of any applicable federal or state securities or other
law or regulation, including any rule under Part 207 of Title 12 of
the Code of Federal Regulations as promulgated by the Federal
Reserve Board. As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and
warranty to the Company as may be required by any applicable law or
regulation.
5. Termination of
Relationship . In the event of termination of
Optionee’s Continuous Status as an Employee or Consultant,
Optionee may, to the extent otherwise so entitled at the date of
such termination (the “ Termination Date ”),
exercise this Option during the Termination Period set forth in the
Notice of Stock Option Grant. To the extent that Optionee was not
entitled to exercise this Option at such Termination Date, or if
Optionee does not exercise this Option within the Termination
Period, the Option shall terminate.
6. Disability of
Optionee .
(a) Notwithstanding the
provisions of Section 5 above, in the event of termination of
Continuous Status as an Employee or Consultant as a result of
Optionee’s total
-2-
and permanent disability (as
defined in Section 22(e)(3) of the Code), Optionee may, but only
within twelve (12) months from the Termination Date (but in no
event later than the Expiration Date set forth in the Notice of
Stock Option Grant and in Section 9 below), exercise this Option to
the extent Optionee was entitled to exercise it as of such
Termination Date. To the extent that Optionee was not entitled to
exercise the Option as of the Termination Date, or if Optionee does
not exercise such Option (to the extent so entitled) within the
time specified in this Section 6(a), the Option shall
terminate.
(b) Notwithstanding the
provisions of Section 5 above, in the event of termination of
Optionee’s consulting relationship or Continuous Status as an
Employee as a result of a disability not constituting a total and
permanent disability (as set forth in Section 22(e)(3) of the
Code), Optionee may, but only within six months from the
Termination Date (but in no event later than the Expiration Date
set forth in the Notice of Stock Option Grant and in Section 9
below), exercise the Option to the extent Optionee was entitled to
exercise it as of such Termination Date; provided, however, that if
this is an Incentive Stock Option and Optionee fails to exercise
this Incentive Stock Option within three months from the
Termination Date, this Option will cease to qualify as an Incentive
Stock Option (as defined in Section 422 of the Code) and Optionee
will be treated for federal income tax purposes as having received
ordinary income at the time of such exercise in an amount generally
measured by the difference between the Exercise Price for the
Shares and the Fair Market Value of the Shares on the date of
exercise. To the extent that Optionee was not entitled to exercise
the Option at the Termination Date, or if Optionee does not
exercise such Option to the extent so entitled within the time
specified in this Section 6(b), the Option shall
terminate.
7. Death of
Optionee . In the event of the death of Optionee (a) during
the Term of this Option and while an Employee or Consultant of the
Company and having been in Continuous Status as an Employee or
Consultant since the date of grant of the Option, or (b) within
thirty (30) days after Optionee’s Termination Date, the
Option may be exercised at any time within six (6) months following
the date of death (but in no event later than the Expiration Date
set forth in the Notice of Stock Option Grant and in Section 9
below), by Optionee’s estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only to
the extent of the right to exercise that had accrued at the
Termination Date.
8. Non-Transferability
of Option . This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee
only by him or her. The terms of this Option shall be binding upon
the executors, administrators, heirs, successors and assigns of
Optionee.
9. Term of Option
. This Option may be exercised only within the Term set forth
in the Notice of Stock Option Grant, subject to the limitations set
forth in Section 7 of the Plan.
10. Tax
Consequences . Set forth below is a brief summary as of the
date of this Option of certain of the federal tax consequences of
exercise of this Option and disposition of the Shares under the
laws in effect as of the Date of Grant. THIS SUMMARY IS NECESSARILY
INCOMPLETE AND DOES NOT ADDRESS STATE TAX IMPLICATIONS OF
OPTIONS
-3-
GRANTED UNDER THE PLAN. IN ADDITION, THE
TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE IN WAYS THAT COULD
MAKE THE FOLLOWING DISCLOSURE OBSOLETE. OPTIONEE SHOULD CONSULT A
TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
SHARES.
(a) Exercise of
Incentive Stock Option . If this Option qualifies as an
Incentive Stock Option, there will be no regular federal income tax
liability upon the exercise of the Option, although the excess, if
any, of the Fair Market Value of the Shares on the date of exercise
over the Exercise Price will be treated as an adjustment to the
alternative minimum tax for federal tax purposes and may subject
Optionee to the alternative minimum tax in the year of
exercise.
(b) Exercise of
Nonstatutory Stock Option . If this Option does not qualify
as an Incentive Stock Option, there may be a regular federal income
tax liability upon the exercise of the Option. Optionee will be
treated as having received compensation income (taxable at ordinary
income tax rates) equal to the excess, if any, of the Fair Market
Value of the Shares on the date of exercise over the Exercise
Price. If Optionee is an employee, the Company will be required to
withhold from Optionee’s compensation or collect from
Optionee and pay to the applicable taxing authorities an amount
equal to a percentage of this compensation income at the time of
exercise.
(c) Disposition of
Shares . In the case of a Nonstatutory Stock Option, if
Shares are held for at least one year, any gain realized on
disposition of the Shares will be treated as long-term capital gain
for federal income tax purposes. In the case of an Incentive Stock
Option, if Shares transferred pursuant to the Option are held for
at least one year after exercise and are disposed of at least two
years after the Date of Grant, any gain realized on disposition of
the Shares will also be treated as long-term capital gain for
federal income tax purposes. If Shares purchased under an Incentive
Stock Option are disposed of within such one-year period or within
two years after the Date of Grant, any gain realized on such
disposition will be treated as compensation income (taxable at
ordinary income rates) to the extent of the difference between the
Exercise Price and the lesser of (i) the Fair Market Value of the
Shares on the date of exercise, or (ii) the sale price of the
Shares.
(d) Notice of
Disqualifying Disposition of Incentive Stock Option Shares
. If the Option granted to Optionee herein is an Incentive
Stock Option, and if Optionee sells or otherwise disposes of any of
the Shares acquired pursuant to the Incentive Stock Option on or
before the later of (i) the date two years after the Date of Grant,
or (ii) the date one year after the date of exercise, Optionee
shall immediately notify the Company in writing of such
disposition. Optionee acknowledges and agrees that he or she may be
subject to income tax withholding by the Company on the
compensation income recognized by Optionee from the early
disposition by payment in cash or out of the current earnings paid
to Optionee.
11. Withholding Tax
Obligations .
(a) General Withholding
Obligations . As a condition to the exercise of Option
granted hereunder, Optionee shall make such arrangements as the
Administrator may
-4-
require for the satisfaction
of any federal, state, local or foreign withholding tax obligations
that may arise in connection with the exercise, receipt or vesting
of the Option. The Company shall not be required to issue any
Shares under the Plan until such obligations are satisfied.
Optionee understands that, upon exercising a Nonstatutory Stock
Option, he or she will recognize income for tax purposes in an
amount equal to the excess of the then Fair Market Value of the
Shares over the Exercise Price. If Optionee is an employee, the
Company will be required to withhold from Optionee’s
compensation, or collect from Optionee and pay to the applicable
taxing authorities an amount equal to a percentage of this
compensation income. Additionally, Optionee may at some point be
required to satisfy minimum tax withholding obligations with
respect to the disqualifying disposition of an Incentive Stock
Option. Optionee shall satisfy his or her minimum tax withholding
obligation arising upon the exercise of this Option by one or some
combination of the following methods: (i) by cash or check payment,
(ii) out of Optionee’s current compensation, (iii) if
permitted by the Administrator, in its discretion, by surrendering
to the Company Shares which (A) in the case of Shares previously
acquired from the Company, have been owned by Optionee for more
than six months on the date of surrender, and (B) have a Fair
Market Value determined as of the applicable Tax Date (as defined
in Section 11(c) below) on the date of surrender equal to the
minimum statutory tax amount required to be withheld, or (iv) by
electing to have the Company withhold from the Shares to be issued
upon exercise of the Option, or the Shares to be issued in
connection with the Stock Purchase Right, if any, that number of
Shares having a Fair Market Value determined as of the applicable
Tax Date equal to the minimum statutory tax amount required to be
withheld.
(b) Stock Withholding
to Satisfy Withholding Tax Obligations . If the
Administrator allows the withholding or surrender of Shares to
satisfy an Optionee’s tax withholding obligations under this
Section 11 (whether pursuant to Section 11(a)(iii) or (iv), or
otherwise), the Administrator shall not allow Shares to be withheld
in an amount that exceeds the minimum statutory withholding rates
for federal and state tax purposes, including payroll taxes. All
elections by Optionee to have Shares withheld to satisfy minimum
tax withholding obligations shall be made in writing in 4 form
acceptable to the Administrator and shall be subject to the
following restrictions:
(i) the election must be made
on or prior to the applicable Tax Date (as defined in Section 11(c)
below);
(ii) once made, the election
shall be irrevocable as to the particular Shares of the Option as
to which the election is made; and
(iii) all elections shall be
subject to the consent or disapproval of the
Administrator.
In the event the election to
have Shares withheld is made by Optionee and the Tax Date is
deferred under Section 83 of the Code because no election is filed
under Section 83(b) of the Code, Optionee shall receive the full
number of Shares with respect to which the Option is exercised but
Optionee shall be unconditionally obligated to tender back to the
Company the proper number of Shares on the Tax Date.
-5-
(c) Definitions
. For purposes of this Section 11, the Fair Market Value of the
Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined under the
applicable laws (the “ Tax Date ”).
12. Market Standoff
Agreement . In connection with the initial public offering
of the Company’s securities and upon request of the Company
or the underwriters managing any underwritten offering of the
CompanyR
|