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Stock Option Agreement

Option Agreement

Stock Option Agreement | Document Parties: Kana Software, Inc You are currently viewing:
This Option Agreement involves

Kana Software, Inc

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Title: Stock Option Agreement
Governing Law: California     Date: 12/10/2007
Industry: Software and Programming     Sector: Technology

Stock Option Agreement, Parties: kana software  inc
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E XHIBIT 4.05

THIS OPTION AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

KANA SOFTWARE, INC.

STOCK OPTION AGREEMENT

This Stock Option Agreement (“ Agreement ”) is made and entered into as of the date of grant set forth below (the “ Date of Grant ”) by and between Kana Software, Inc., a Delaware corporation (the “ Corporation ”), and the participant named below (the “ Optionee ”).

 

Optionee:

                                                                                      

Social Security Number:

                                                                                      

Address:

                                                                                      
                                                                                      

Total Option Shares:

                                                                                      

Exercise Price Per Share:

  $3.07                                                                          

Date of Grant:

                                                                                      

Expiration Date:

                                                                                      

All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix.

This option is being granted to the Optionee pursuant to the terms of that certain Membership Interests Purchase Agreement dated May 4, 2007 entered into between the Corporation, the Optionee and the other members of eVergance Partners, LLC (the “ Purchase Agreement ”).

NOW , THEREFORE , it is hereby agreed as follows:

1. Grant of Option . The Corporation hereby grants to Optionee, as of the Date of Grant, an option to purchase up to the number of Option Shares set forth above. The Option Shares shall be purchasable during the option term specified in Paragraph 2 at the Exercise Price, subject to all of the terms and conditions of this Agreement. The option granted hereunder shall be a Non-Statutory Option.

 


2. Option Term . This option shall have a maximum term of ten (10) years measured from the Date of Grant and shall accordingly expire at the close of business on the Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6.

3. Exercise Period of Option . This option shall be exercisable with respect to twenty-five percent (25%) of the Option Shares as of the Date of Grant and shall become exercisable with respect to (a) an additional twenty-five percent (25%) of the Option Shares upon the expiration of three months following the Date of Grant, (b) an additional twenty-five percent (25%) of the Option Shares upon the expiration of six months following the Date of Grant, and (c) the remaining twenty-five percent (25%) of the Option Shares upon the expiration of nine months following the Date of Grant. Subject to Paragraph 7 below, the Optionee shall in no event be entitled under this Agreement to purchase a number of shares of the Corporation’s Common Stock greater than the total number of Option Shares as identified as granted in this Agreement.

4. Limited Transferability .

(a) Except as set forth in subparagraph (b) below, this option shall be neither transferable nor assignable by Optionee other than as required by law, or by will or the laws of inheritance following Optionee’s death, and may be exercised, during Optionee’s lifetime, only by Optionee. However, Optionee may designate one or more persons as the beneficiary or beneficiaries of this option, and this option shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee’s death while holding this option. Such beneficiary or beneficiaries shall take the transferred option subject to all the terms and conditions of this Agreement, including (without limitation) the limited time period during which this option may, pursuant to Paragraph 5, be exercised following Optionee’s death.

(b) This option may be assigned in whole or in part during Optionee’s lifetime to one or more members of Optionee’s family or to a trust established for the exclusive benefit of one or more such family members or to Optionee’s former spouse, to the extent such assignment is in connection with the Optionee’s estate plan or pursuant to a domestic relations order. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the option pursuant to such assignment. The terms applicable to the assigned portion shall be the same as those in effect for this option immediately prior to such assignment.

(c) The shares of Common Stock issued or issuable upon the exercise of this option are subject to the restrictions on transfer set forth in Section 1.8 of the Purchase Agreement.

5. Cessation of Exercise . Should Optionee die while holding this option, then the personal representative of Optionee’s estate or the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance shall have the right to exercise this option. However, if Optionee has designated one or more beneficiaries of this option, then those persons shall have the exclusive right to exercise this option following Optionee’s death. Any such right to exercise this option shall lapse, and this option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date.

 

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6. Special Acceleration of Option .

(a) This option, to the extent outstanding at the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of such Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option. The Corporation shall notify Optionee in writing at least five (5) business days prior to the effective date of such Corporate Transaction.

(b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction.

(c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Corporate Transaction.

(d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

7. Adjustment in Option Shares . Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder. Fractions of a share of Common Stock will not be issued but will either be paid in cash at Fair Market Value of such fraction of a Share or will be rounded down to the nearest whole share of Common Stock, as determined by the Corporation’s Board of Directors

8. Stockholder Rights . The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

 

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9. Manner of Exercising Option .

(a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions:

(i) Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised.

(ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms:

(A) cash or check made payable to the Corporation;

(B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or

(C) through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (i) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (ii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale.

Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany


 
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