3COM CORPORATION
2003 STOCK PLAN, AS AMENDED
STOCK OPTION AGREEMENT
3Com Corporation
(the “Company”) has granted to the Optionee defined
below an option (“Option”) to purchase certain shares
of Company stock (“Shares”), subject to the following
terms and conditions. Unless otherwise defined herein, the terms
defined in the 2003 Stock Plan, as amended (the “Plan”)
are capitalized herein and shall have the same defined meanings in
this stock option agreement (“Award
Agreement”).
(a)
“Notice of Grant” shall mean the “3COM
CORPORATION NOTICE OF GRANT OF STOCK OPTION”.
(b)
“Optionee” shall mean the holder of this Option whose
name is set forth in the related Notice of Grant.
(c)
“Date of Option Grant” shall mean the “Date of
Grant” as set forth in the Notice of Grant.
(d)
“Number of Option Shares” shall mean the “Total
Number of Option Shares Granted” as set forth in the Notice
of Grant.
(e)
“Exercise Price” shall mean the “Option Price per
Share” as set forth in the Notice of Grant.
(f)
“Initial Vesting Date” shall be the date [
] .
[ (g) Determination of “Vested Ratio” is as
follows: ]
(h)
“Option Termination Date” shall mean the date occurring
seven (7) years after the Date of Option Grant.
(i)
“Company” shall mean 3Com Corporation and any successor
corporation thereto.
2 .
Grant of Option . The Administrator hereby grants to the
Optionee named in the Notice of Grant, an option to purchase the
number of Shares set forth in the Notice of Grant, at the exercise
price per Share set forth in the Notice of Grant, and subject to
the provisions of the Plan and the Notice of Grant, which are
incorporated herein by reference, and this Award Agreement. Subject
to Section 16(c) of the Plan, in the event of a conflict between
the terms and conditions of the Plan and this Award Agreement, the
terms and conditions of the Plan shall prevail. This Option is not
intended to qualify as an Incentive Stock Option as defined in
Section 422 of the U.S. Internal Revenue Code (the
“Code”) and shall be treated as a Nonstatutory Stock
Option.
3.
Administration . All questions of interpretation concerning
this Award Agreement shall be determined by the Administrator. All
determinations by the Administrator shall be final and binding upon
all persons having an interest in the Option. Any officer of a
Parent or Subsidiary for whom Optionee performs services shall have
the authority to act on behalf of the Company with respect to any
matter, right, obligation, or election which is the responsibility
of or which is allocated to the Company herein, provided the
officer has apparent authority with respect to such matter, right,
obligation, or election.
Stock Option
Agreement Form
1
4.
Exercise of the Option :
(a)
Right to Exercise . The Option shall be exercisable during
its term in accordance with the Notice of Grant, the Plan and this
Award Agreement. [ The Option shall first become exercisable
on the Initial Vesting Date. The Option shall be exercisable on and
after the Initial Vesting Date and prior to the termination of the
Option in the amount equal to the Number of Option Shares
multiplied by the Vested Ratio as set forth in Section 1(g) less
the number of shares previously acquired upon exercise of the
Option. ] In no event shall the Option be exercisable for
more shares than the Number of Option Shares.
(b)
Method of Exercise . The Option shall be exercisable by
written or electronic notice to the Company which shall state the
election to exercise the Option, the number of Shares being
exercised, and such other representations and agreements as to the
Optionee’s investment intent with respect to the Shares as
may be required pursuant to the provisions of this Award Agreement.
Such notice shall be signed by the Optionee and shall be delivered
to the Company’s Stock Administration Department, or other
authorized representative of the Company, prior to the termination
of the Option as set forth in Section 6 below, accompanied by
full payment of the option price for the number of Shares being
purchased.
(c)
Form of Payment of Option Price . Subject to Applicable
Laws, such payment shall be made (1) in cash, by check, or
cash equivalent, (2) by tender of shares of the
Company’s stock owned by the Optionee and having a fair
market value not less than the option price, which (i) either have
been owned by the Optionee for more than six (6) months or
were not acquired, directly or indirectly from the Company, and
(ii) have a fair market value not less than the option price,
(3) proceeds from a broker-assisted cashless exercise program
acceptable to the Company, in its sole discretion, or (4) by
any combination of the foregoing.
(d)
Withholding . Regardless of any action the Company or the
Optionee’s actual employer (“Employer”) takes
with respect to any and all income tax (including U.S. federal,
state or local taxes or non-U.S. taxes), social insurance
contributions, payroll tax, payment on account or other tax-related
items related to the Optionee’s participation in the Plan and
legally applicable to the Optionee (“Tax-Related
Items”), the Optionee acknowledges that the ultimate
liability for all Tax-Related Items is and remains the
Optionee’s responsibility and may exceed the amount actually
withheld by the Company and/or the Employer. The Optionee further
acknowledges that the Company and/or the Employer (i) make no
representations or undertakings regarding any Tax-Related Items in
connection with any aspect of this Option, including the grant of
the Option, the vesting of the Option, the issuance of Shares upon
exercise of the Option, the subsequent sale of any Shares following
the exercise of the Option and/or the receipt of any dividends; and
(ii) do not commit to and are under no obligation to structure
the terms of the Award or any aspect of the Option to reduce or
eliminate the Optionee’s liability for Tax-Related Items or
to achieve any particular tax result. Furthermore, if the Optionee
has become subject to tax in more than one jurisdiction between the
Date of Option Grant and the date of any relevant taxable event,
the Optionee acknowledges that the Company and/or the Employer (or
former employer, as applicable) may be required to withhold or
account for Tax-Related Items in more than one
jurisdiction.
At
the time the Option is exercised, in whole or in part, or at any
time thereafter as determined by the Company, the Company shall
have the right to withhold the applicable minimum withholding
taxes, including but not limited to federal tax, state tax, foreign
taxes, or social taxes, if any, which arise in connection with the
Option including, without limitation, obligations arising upon
(i) the exercise of the Option in whole or in part,
(ii) the transfer, in whole or in part, of any Shares acquired
on exercise of the Option, or (iii) the lapsing of any
restriction with respect to any Shares acquired on exercise of the
Option. The Optionee will
Stock Option
Agreement Form
2
make adequate
provision for the Company to meet its minimum withholding
obligations. In this regard, the Optionee authorizes the Company
and/or the Employer, or their respective agents, at their
discretion, to satisfy the obligation with respect to all
Tax-Related Items by one or a combination of the following:
(a) withholding from the Optionee’s wages or other cash
compensation paid by the Company and/or the Employer; or
(b) withholding from proceeds of the sale of Shares acquired
upon exercise of the Option, either through a voluntary sale or
through a mandatory sale arranged by the Company (on the
Optionee’s behalf pursuant to this authorization); or
(c) withholding in Shares to be issued upon exercise of the
Option.
Finally, the
Optionee shall pay to the Company or the Employer any amount of
Tax-Related Items that the Company or the Employer may be required
to withhold or account for as a result of the Optionee’s
participation in the Plan that cannot be satisfied by the means
previously described.
(e)
Certificate Registration . The Shares as to which the Option
shall be exercised shall be registered in the name of the Optionee,
or, if applicable, the heirs of the Optionee. If payment of the
option price is accomplished using a broker-assisted cashless
exercise program acceptable to the Company, in its sole discretion,
the certificate or certificates may, at the Company’s sole
discretion be registered in the name of a nominee who is an
authorized broker for the Company’s same-day sale
program.
(f)
Restriction on Grant of Option and Issuance of Shares . The
grant of the Option and the issuance of Shares pursuant to the
Option shall be subject to compliance with all Applicable Laws. The
Option may not be exercised if the issuance of Shares upon such
exercise would constitute a violation of Applicable Laws. In
addition, no Option may be exercised unless (i) a registration
statement under the Securities Act of 1933, as amended, shall at
the time of exercise of the Option be in effect with respect to the
Shares issuable upon exercise of the Option, or (ii) in the
opinion of legal counsel to the Company, the Shares issuable upon
exercise of the Option may be issued in accordance with the terms
of an applicable exemption from the registration requirements of
said Act. As a condition to the exercise of the Option, the Company
may require the Optionee to satisfy any qualifications that may be
necessary or appropriate, to evidence compliance with any
Applicable Laws and to make any representation or warranty with
respect thereto as may be requested by the Company.
(g)
Fractional Shares . The Company shall not be required to
issue fractional Shares upon the exercise of the Option.
5.
Non-Transferability of the Option . The Option may not be
transfer
|
