This 1998 Stock
Option Plan is intended to promote the interests of ALTIRIS, INC.,
a Utah corporation, by providing eligible persons with the
opportunity to acquire a proprietary interest, or otherwise
increase their proprietary interest, in the Corporation as an
incentive for them to remain in the service of the
Corporation.
Capitalized terms
herein shall have the meanings assigned to such terms in the
attached Appendix.
II. ADMINISTRATION
OF THE PLAN
A.
The Plan shall be administered by the Board. However, any or all
administrative functions otherwise exercisable by the Board may be
delegated to the Committee. Members of the Committee shall serve
for such period of time as the Board may determine and shall be
subject to removal by the Board at any time. The Board may also at
any time terminate the functions of the Committee and reassume all
powers and authority previously delegated to the
Committee.
B.
The Plan Administrator shall have full power and authority (subject
to the provisions of the Plan) to establish such rules and
regulations as it may deem appropriate for proper administration of
the Plan and to make such determinations under, and issue such
interpretations of, the Plan and any outstanding options thereunder
as it may deem necessary or advisable. Decisions of the Plan
Administrator shall be final and binding on all parties who have an
interest in the Plan or any option thereunder.
A.
The persons eligible to participate in the Plan are as
follows:
(ii)
non-employee members of the Board or the non-employee members of
the board of directors of any Parent, Subsidiary or Affiliate,
and
(iii)
consultants who provide services to the Corporation (or any Parent,
Subsidiary or Affiliate).
B.
The Plan Administrator shall have full authority to determine which
eligible persons are to receive option grants, the time or times
when such option grants are to be made, the number of shares to be
covered by each such grant, the exercise price of option, the time
or times at which each option is to become exercisable, the vesting
schedule applicable to the option shares and the maximum term for
which the option is to remain.
IV. STOCK
SUBJECT TO THE PLAN
A.
The stock issuable under the Plan shall be shares of authorized but
unissued or re-acquired Common Stock. The maximum number of shares
of Common Stock which may be issued over the term of the Plan shall
not exceed 4,197,058 shares.
B.
Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent
(i) the options expire or terminate for any reason prior to
exercise in full or (ii) the options are canceled in
accordance with the cancellation-regrant provisions of
Article 2. All shares issued under the Plan, whether or not
those shares are subsequently repurchased by the Corporation
pursuant to its repurchase rights under the Plan, shall reduce on a
share-for-share basis the number of shares of Common Stock
available for subsequent issuance under the Plan.
C.
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 maximum number and/or class of securities issuable
under the Plan and (ii) the number and/or class of securities
and the exercise price per share in effect under each outstanding
option in order to prevent the dilution or enlargement of benefits
thereunder. The adjustments determined by the Plan Administrator
shall be final, binding and conclusive.
Each option shall
be a Non-Statutory Option and shall be evidenced by one or more
documents in the form approved by the Plan Administrator;
provided , however, that each such document shall comply
with the terms specified below
(i)
The exercise price per share shall be fixed by the Plan
Administrator which may be less than the Fair Market Value per
share of Common Stock on the option grant date.
(ii)
The exercise price shall become immediately due upon exercise of
the option and shall, subject to the documents evidencing the
option, be payable in cash or check made payable to the
Corporation.
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B.
Exercise and Term of Options . Each option shall be
exercisable at such time or times, during such period and for such
number of shares as shall be determined by the Plan Administrator
and set forth in the documents evidencing the option. However, no
option shall have a term in excess of ten (10) years measured
from the option grant date.
C.
Effect of Termination of Service . The following provisions
shall govern the exercise of any options held by the Optionee at
the time of cessation of Service or death:
(i)
Should the Optionee cease to remain in Service for any reason other
than Cause, Disability or death, then the Optionee shall have a
period of three (3) months following the later of (i) the
date of such cessation of Service, or (ii) the date the
Options first become exercisable, during which to exercise each
outstanding option held by such Optionee.
(ii)
Should the Optionee cease to remain in Service for Cause, then all
outstanding Options shall terminate on the date of such cessation
of Service.
(iii)
Should such Service terminate by reason of Disability, then the
Optionee shall have a period of twelve (12) months following
the later of (i) the date of such cessation of Service, or
(ii) the date the Options first become exercisable, during
which to exercise each outstanding option held by such
Optionee.
(iv)
Should the Optionee die while holding one or more outstanding
options, then the personal representative of the Optionee’s
estate or the person or persons to whom the option is transferred
pursuant to the Optionee’s will or in accordance with the
laws of descent and distribution shall have a period of twelve
(12) months following the later of (i) date of the
Optionee’s death, or (ii) the date the Options first
become exercisable, during which to exercise each outstanding
option held by such Optionee.
(v)
Under no circumstances, however, shall any such option be
exercisable after the specified expiration of the option term or
earlier termination of the option.
(vi)
During the applicable post-Service exercise period, the option may
not be exercised in the aggregate for more than the number of
vested shares for which the option is exercisable on the date of
the Optionee’s cessation of Service. The option shall
terminate and cease to be outstanding for any vested shares for
which the option has not been exercised upon the earlier of the
following: (i) expiration of the applicable post-Service
exercise period, (ii) upon the termination of the option as a
result of a Corporate Transaction, or (iii) upon the
expiration of the option term. The option shall, immediately upon
the Optionee’s cessation of Service, terminate and cease to
be outstanding to the extent the option has not vested on the date
of such cessation of Service.
D.
Shareholder Rights . The holder of an option shall have no
shareholder rights with respect to the shares subject to the option
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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E.
Unvested Shares . The Plan Administrator shall have the
discretion to grant options which are exercisable for unvested
shares of Common Stock. Should the Optionee cease Service while
holding such unvested shares, the Corporation shall have the right
to repurchase, at the exercise price paid per share, all or (at the
discretion of the Corporation and with the consent of the Optionee)
any of those unvested shares. The terms upon which such repurchase
right shall be exercisable (including the period and procedure for
exercise and the appropriate vesting schedule for the purchased
shares) shall be established by the Plan Administrator and set
forth in the document evidencing such repurchase right. The Plan
Administrator may impose a vesting schedule upon any option grant
or any shares of Common Stock subject to the option.
F.
First Refusal Rights . Until such time as the Common Stock
is first registered under Section 12(g) of the 1934 Act, the
Corporation shall have the right of first refusal with respect to
any proposed disposition by the Optionee (or any successor in
interest) of any shares of Common Stock issued under the Plan. Such
right of first refusal shall be exercisable in accordance with the
terms
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