This Stock Option Agreement involves
Title: ACME PACKET, INC. INCENTIVE STOCK OPTION AGREEMENT
Governing Law: Massachusetts Date: 6/2/2006
ACME PACKET, INC.
INCENTIVE STOCK OPTION AGREEMENT
This INCENTIVE STOCK OPTION AGREEMENT, dated as of December 23, 2005 (this
"AGREEMENT"), is between ACME PACKET, INC., a Delaware corporation (the
"COMPANY"), and Pat MeLampy (the "OPTIONEE"). Capitalized terms used herein
without definition shall have the meaning ascribed to such terms in the
Company's 2000 Equity Incentive Plan, a copy of which is attached hereto as
EXHIBIT A (the "PLAN").
1. GRANT OF OPTION. Pursuant to the Plan, the Company grants to the
Optionee an option (the "OPTION") to purchase from the Company all or any number
of an aggregate of 300,000 shares, subject to adjustment pursuant to Section 8
of the Plan (the "OPTION SHARES"), of the Company's common stock, $.001 par
value per share, at a price of $1.10 per share. The Option is granted as of
December 23, 2005(the "GRANT DATE").
2. CHARACTER OF OPTION. The Option is intended to be treated as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "CODE").
3. DURATION OF OPTION. Unless subject to earlier expiration or
termination pursuant to the terms of the Plan, the Option shall expire on five
year anniversary of the Grant Date.
4. EXERCISE OF OPTION.
(a) Vesting Schedule. Until its expiration or termination, the Option may
be exercised, in the manner specified in Section 7.1(g) of the Plan, for 25% of
the Option Shares on December 23, 2006, and for the balance of the Option Shares
in monthly installments, with each installment being as nearly equal as
practicable (as determined by the Company in its reasonable discretion), at the
end of each calendar month beginning January 31, 2007 and ending December 31,
2009. The provisions of this Section 4(a) shall be subject to the provisions of
Section 7.1(e) of the Plan.
(b) ACCELERATION OF VESTING. Notwithstanding anything in Section 4(a)
above to the contrary but subject to the provisions of Section 4(c) below, in
the event that (A) a Sale of the Company Transaction (as defined in Section 4(d)
below) occurs prior to the time that the Option is not exercisable in full for
all of the Option Shares, and (B) (i) the Optionee suffers any material adverse
change in authorities, duties or responsibilities, (ii) (ii) the Optionee
voluntarily terminates his employment with the Company following any relocation
of the Optionee (without his written consent) by the Company to a location that
increases Optionee's commute prior to such relocation by more than fifty (50)
miles or (iii) the Company terminates the Optionee's employment with the Company
for any reason or no reason (other than Cause, as such term is defined in
Section 4(d) below) in either case within 365 days of a Sale of the Company
Transaction, then the exercisability
of the Option shall be accelerated such that the Option shall become exercisable
for an additional number of Option Shares equal to fifty percent (50%) of the
then Unvested Option Shares (as defined below in Section 4(d) below). The
foregoing provisions of this Section 4(b) shall be implemented ratably across
all Unvested Option Shares that are subject to the Option immediately prior to
such Sale of the Company Transaction regardless of when the Option would have
otherwise become exercisable for such Unvested Option Shares pursuant to
Section 4(a) above. Notwithstanding anything express or implied to the contrary
in the foregoing provisions of Section 4(a) and this Section 4(b), the Option
may, as provided in Section 7.1(d) of the Plan, at any time be further
accelerated at the discretion of the Committee, PROVIDED that, without the
consent of the Optionee, such acceleration would not cause the Option to fail to
comply with the provisions of Section 422 of the Code.
(c) SALE OF THE COMPANY. Following a Sale of the Company Transaction,
employment of the Optionee by any person or entity t