EXHIBIT 10.3
SOAPSTONE NETWORKS
INC.
Non-Qualified Stock Option
Agreement
Soapstone Networks Inc., a Delaware
corporation (the “ Company ”), may grant to any
employee, officer, director or consultant of the Company the
(“ Optionee ”) an option to purchase certain
shares (the “Option Shares”) of its Common Stock,
$.0001 par value per share (“ Common Stock ”),
at a certain price per share.
Such grants shall be made in
accordance with the terms and conditions of this Non-Qualified
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 Optionee 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 Non-Qualified
Option; Other Options . This option shall be treated for federal income
tax purposes as a Non-Qualified Option (rather than an incentive
stock option). This option is in addition to any other options
heretofore or hereafter granted to the Optionee by the Company, but
a duplicate original of this instrument shall not effect the grant
of another option.
3. Vesting of Option if
Business Relationship Continues . If the Optionee has continued to serve the
Company or any Related Corporation in the capacity of an employee,
officer, director or consultant (such service is described herein
as maintaining or being involved in a “ Business
Relationship ” with the Company or any Related
Corporation), the Optionee 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, while the Optionee continues to maintain
a Business Relationship with the Company or any Related Corporation
and, subject to the Plan, may be exercised before the date which is
seven (7) years from the date this option is granted. All of
the foregoing rights are subject to Sections 4 and 5, as
appropriate, if the Optionee ceases to maintain a Business
Relationship with the Company and all Related Corporations or dies,
becomes disabled or undergoes dissolution while involved in a
Business Relationship with the Company or any Related Corporation.
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 Internal Revenue Code of 1986, as
amended (the “ Code ”), any present or future
parent corporation of Soapstone Networks Inc., as defined in
Section 424(e) of the Code and any other entity in which the
Company has a direct or indirect significant interest, as
determined by the Committee in its sole discretion.
4. Termination of Business
Relationship .
(a) Termination Other than for
Cause : If the
Optionee’s Business Relationship with the Company and all
Related Corporations is terminated, other than by reason of death,
disability or dissolution 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 after the passage of thirty (30) days
from the date the Business Relationship ceases, but in no event
later than the scheduled expiration date. In such a case, the
Optionee’s only rights hereunder shall be those which are
properly exercised before the termination of this
option.
(b) Termination for Cause
: If the Optionee’s
Business Relationship with the Company and all Related Corporations
is terminated for Cause (as defined in Section 4(c)), this
option shall immediately terminate upon the Optionee’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 Optionee,
after notice thereof, to render services to the Company or any
Related Corporation in accordance with the terms or requirements of
the Optionee’s Business Relationship with the Company or any
Related Corporation; (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;
Dissolution .
(a) Death :
If the Optionee is a natural person
who dies while involved in a Business Relationship with 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 Optionee’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 not later than the scheduled expiration date.
(b) Disability
: If the Optionee is a
natural person whose Business Relationship with the Company or any
Related Corporation is terminated 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 the Business
Relationship was terminated, at any time within one year after such
termination, but not later than the scheduled expiration
date.
(c) Effect of Termination
: At the expiration of
such one-year period provided in paragraph (a) or (b) of
this Section 5 or the scheduled expiration date, whichever is
the earlier, this option shall terminate and the only rights
hereunder shall be those as to which the option was properly
exercised before such termination.
(d) Dissolution
: If the Optionee is a
corporation, partnership, trust or other entity that is dissolved,
is liquidated, becomes insolvent or enters into a merger or
acquisition with
respect to which the Optionee is not the
surviving entity, at a time when the Optionee is involved in a
Business Relationship with the Company or any Related Corporation,
this option shall immediately terminate as of the date of such
event, and the only rights hereunder shall be th
