(FORMERLY THE PEDESTAL SOFTWARE,
INC. 2002 STOCK OPTION AND INCENTIVE PLAN)
1. Purpose
and Eligibility
The purpose of
this Altiris, Inc. 2005 Stock Plan, formerly the Pedestal Software,
Inc. 2002 Stock Option and Incentive Plan (the “ Plan
”), is to provide stock options and other equity interests
(each an “ Award ”) to employees, officers,
directors, consultants and advisors of Altiris, Inc. (the “
Company ”) and its Subsidiaries, all of whom are
eligible to receive Awards under the Plan, except for those
individuals who were employed by the Company or its Subsidiaries at
the time of the Company’s acquisition of Pedestal Software,
Inc. Any person to whom an Award has been granted under the Plan is
called a “ Participant .” Additional definitions
are contained in Section 8.
a.
Administration by Board of Directors . The Plan will be
administered by the Board of Directors of the Company (the “
Board ”). The Board, in its sole discretion, shall
have the authority to grant and amend Awards, to adopt, amend and
repeal rules relating to the Plan and to interpret and correct the
provisions of the Plan and any Award. All decisions by the Board
shall be final and binding on all interested persons. Neither the
Company nor any member of the Board shall be liable for any action
or determination relating to the Plan.
b.
Appointment of Committees . To the extent permitted by
applicable law, the Board may delegate any or all of its powers
under the Plan to one or more committees or subcommittees of the
Board (a “ Committee ”). All references in the
Plan to the “ Board ” shall mean such Committee
or the Board.
c.
Delegation to Executive Officers . To the extent permitted
by applicable law, the Board may delegate to one or more executive
officers of the Company the power to grant Awards and exercise such
other powers under the Plan as the Board may determine, provided
that the Board shall fix the maximum number of Awards to be
granted and the maximum number of shares issuable to any one
Participant pursuant to Awards granted by such executive
officers.
3. Stock
Available for Awards
a. Number
of Shares . Subject to adjustment under Section 3(c), the
aggregate number of shares of Common Stock of the Company (the
“ Common Stock ”) that may be issued pursuant to
the Plan is 503,672 shares. If any Award expires, or is terminated,
surrendered or forfeited, in whole or in part, the unissued Common
Stock covered by such Award shall again be available for the grant
of Awards under the Plan. If shares of Common Stock issued pursuant
to the Plan are repurchased by, or are surrendered or forfeited to,
the Company at no more than cost, such shares of Common Stock shall
again be available for the grant of Awards under the Plan;
provided , however , that the cumulative number of
such shares that may be so reissued under the Plan will not exceed
503,672 shares. Shares issued under the Plan may consist in whole
or in part of authorized but unissued shares or treasury
shares.
b.
Per-Participant Limit . Subject to adjustment under
Section 3(c), no Participant may be granted Awards during any
one fiscal year to purchase more than 402,937 shares of Common
Stock.
c.
Adjustment to Common Stock . In the event of any stock
split, stock dividend, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation,
combination, exchange of shares, liquidation, spin-off, split-up,
or other similar change in capitalization or event, (i) the
number and class of securities available for Awards under the Plan
and the per-Participant share limit, (ii) the number and class
of securities, vesting schedule and exercise price per share
subject to each outstanding Option, (iii) the repurchase price
per security subject to repurchase, and (iv) the terms of each
other outstanding stock-based Award shall be adjusted by the
Company (or substituted Awards may be made) to the extent the Board
shall determine, in good faith, that such an adjustment (or
substitution) is appropriate. If Section 7(e)(i) applies for
any event, this Section 3(c) shall not be applicable.
a.
General . The Board may grant options to purchase Common
Stock (each, an “ Option ”) and determine the
number of shares of Common Stock to be covered by each Option, the
exercise price of each Option and the conditions and limitations
applicable to the exercise of each Option and the Common Stock
issued upon the exercise of each Option, including vesting
provisions, repurchase provisions and restrictions relating to
applicable federal or state securities laws, as it considers
advisable.
b.
Incentive Stock Options . An Option that the Board intends
to be an “incentive stock option” as defined in
Section 422 of the Code (an “ Incentive Stock
Option ”) shall be granted only to employees of the
Company and shall be subject to and shall be construed consistently
with the requirements of Section 422 of the Code. The Board
and the Company shall have no liability if an Option or any part
thereof that is intended to be an Incentive Stock Option does not
qualify as such. An Option or any part thereof that does not
qualify as an Incentive Stock Option is referred to herein as a
“ Nonstatutory Stock Option .”
c.
Exercise Price . The Board shall establish the exercise
price (or determine the method by which the exercise price shall be
determined) at the time each Option is granted and specify it in
the applicable option agreement.
d.
Duration of Options . Each Option shall be exercisable at
such times and subject to such terms and conditions as the Board
may specify in the applicable option agreement.
e.
Exercise of Option . Options may be exercised only by
delivery to the Company of a written notice of exercise signed by
the proper person together with payment in full as specified in
Section 4(f) for the number of shares for which the Option is
exercised.
f.
Payment Upon Exercise . Common Stock purchased upon the
exercise of an Option shall be paid for by one or any combination
of the following forms of payment:
(i) by
check payable to the order of the Company;
(ii) except
as otherwise explicitly provided in the applicable option
agreement, and only if the Common Stock is then publicly traded,
delivery of an irrevocable and unconditional undertaking by a
creditworthy broker to deliver promptly to the Company sufficient
funds to pay the exercise price, or delivery by the Participant to
the Company of a copy of irrevocable and unconditional instructions
to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price; or
(iii) to
the extent explicitly provided in the applicable option agreement,
by (x) delivery of shares of Common Stock owned by the
Participant valued at fair market value (as determined by the Board
or as determined pursuant to the applicable option agreement),
(y) delivery of a promissory note of the Participant
to
2
the Company
(and delivery to the Company by the Participant of a check in an
amount equal to the par value of the shares purchased), or
(z) payment of such other lawful consideration as the Board
may determine.
a.
Grants . The Board may grant Awards entitling recipients to
acquire shares of Common Stock, subject to (i) delivery to the
Company by the Participant of cash or other lawful consideration in
an amount at least equal to the par value of the shares purchased,
and (ii) the right of the Company to repurchase all or part of
such shares at their issue price or other stated or formula price
from the Participant in the event that conditions specified by the
Board in the applicable Award are not satisfied prior to the end of
the applicable restriction period or periods established by the
Board for such Award (each, a “ Restricted Stock Award
”).
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