EXHIBIT 10.2
SOAPSTONE NETWORKS
INC.
Incentive Stock Option
Agreement
Soapstone Networks Inc., a Delaware
corporation (the “ Company ”), may grant to any
employee of the Company the (“ Employee ”)
options to purchase certain shares (the “ Option
Shares ”) of its Common Stock, $.0001 par value (“
Common Stock ”), at a certain price per
share.
Such grants shall be made in
accordance with the terms and conditions of this Incentive Stock
Option Agreement (the “Agreement”), the Company’s
2008 Global Stock Plan, as amended from time to time (the
“Plan”), and the Notice of Grant of Stock Option (the
“ Certificate ”) made available to the Employee
at the time of grant.
1. Grant Under 2008 Global
Stock Plan . This
option is granted pursuant to and is governed by the Plan, and,
unless the context otherwise requires, terms used herein shall have
the same meaning as in the Plan. Determinations made in connection
with this option pursuant to the Plan shall be governed by the Plan
as it exists on this date. Any inconsistency between this Agreement
and the Plan shall be governed by the Plan.
2. Grant as Incentive Stock
Option . This option
is intended to qualify as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended
(the “ Code ”), but the Company does not
represent or warrant that this option qualifies as such. The
Employee should consult with his or her own tax advisors regarding
the tax effects of this option and the requirements necessary to
obtain favorable income tax treatment under Section 422 of the
Code, including, but not limited to, holding period requirements.
To the extent any portion of this option does not so qualify as an
“incentive stock option,” such portion shall be deemed
to be a non-qualified stock option. This option is in addition to
any other options heretofore or hereafter granted to the Employee
by the Company, but a duplicate original of this instrument shall
not effect the grant of another option.
3. Vesting of Option if
Employment Continues . If the Employee continues to be employed by the
Company or any Related Corporation, the Employee may exercise this
option for the number of shares of Common Stock in accordance with
the vesting schedule set forth on the Certificate.
Notwithstanding the foregoing, in
accordance with and subject to the provisions of the Plan, the
Committee may, in its discretion, accelerate the date that any
installment of this option becomes exercisable. The foregoing
rights are cumulative and (subject to Sections 4 or 5 hereof if the
Employee ceases to be employed by the Company and all Related
Corporations) may be exercised before the date which is seven
(7) years from the date this option is granted. For the
purposes of this Agreement, “Related Corporation” shall
mean any present or future subsidiary corporations of Soapstone
Networks Inc., as defined in Section 424(f) of the Code, and
any present or future parent corporation of Soapstone Networks
Inc., as defined in Section 424(e) of the Code.
4. Termination of
Employment .
(a) Termination Other Than for
Cause . If the
Employee ceases to be employed by the Company and all Related
Corporations, other than by reason of death or disability as
defined in Section 5 or termination for Cause as defined in
Section 4(c), no further installments of this option shall
become exercisable, and this option shall terminate (and may no
longer be exercised) after the passage of thirty (30) days
from the Employee’s last day of employment, but in no event
later than the scheduled expiration date of this option. In such a
case, the Employee’s only rights hereunder shall be those
which are properly exercised before the termination of this
option.
(b) Termination for Cause
. If the employment of
the Employee is terminated for Cause (as defined in
Section 4(c)), this option shall immediately terminate upon
the Employee’s receipt of written notice of such termination
and shall thereafter not be exercisable to any extent
whatsoever.
(c) Definition of Cause
. “ Cause
” shall mean conduct involving one or more of the following:
(i) the substantial and continuing failure of the Employee,
after notice thereof, to render services to the Company or any
Related Corporation in accordance with the terms or requirements of
his or her employment; (ii) disloyalty, gross negligence,
willful misconduct, dishonesty or breach of fiduciary duty to the
Company or any Related Corporation; (iii) the commission of an
act of embezzlement or fraud; (iv) deliberate disregard of the
rules or policies of the Company or any Related Corporation which
results in direct or indirect loss, damage or injury to the Company
or any Related Corporation; (v) the unauthorized disclosure of
any trade secret or confidential information of the Company or any
Related Corporation; or (vi) the commission of an act which
constitutes unfair competition with the Company or any Related
Corporation or which induces any customer or supplier to break a
contract with the Company or any Related Corporation.
5. Death; Disability
.
(a) Death .
If the Employee dies while in the
employ of the Company or any Related Corporation, this option may
be exercised, to the extent otherwise exercisable on the date of
his or her death, by the Employee’s estate, personal
representative or beneficiary to whom this option has been
transferred in accordance with Section 9, at any time within
one year after the date of death, but in no even later than the
scheduled expiration date of this option.
(b) Disability
. If the Employee ceases
to be employed by the Company or any Related Corporation and all
Related Corporations by reason of his or her disability (as defined
in the Plan), this option may be exercised, to the extent otherwise
exercisable on the date of the termination of his or her
employment, at any time within one year after such termination, but
in no event later than the scheduled expiration date of this
option.
(c) Effect of Termination
. At the expiration of
the one year period provided in paragraphs (a) or (b) of
this Section 5 or the scheduled expiration date of this
option, whichever is the earlier, this option shall terminate (and
shall no longer be exercisable) and the only rights hereunder shall
be those as to which the option was properly exercised before such
expiration date.
6. Partial Exercise
. This option may be
exercised in part at any time and from time to time within the
above limits, except that this option may not be exercised for a
fraction of a share unless such exercise is with respect to the
final installment of stock subject to this option and cash in lieu
of a fractional share must be paid to permit the Employee to
exercise completely such final installment. Any fractional share
with respect to which an installment of this option cannot be
exercised because of the limitation contained in the preceding
sentence shall remain subject to this option and shall be available
for later purchase by the Employee in accordance with the terms
hereof.
7. P
