Exhibit 10.26
DATAWATCH
CORPORATION
Non-Qualified Stock Option
Agreement
Datawatch Corporation, a Delaware
corporation (the “Company”), hereby grants as of
[Date] to [ Director] (the “Optionee”),
an option to purchase a maximum of [# of shares] shares (the
“Option Shares”) of its Common Stock,
$.01 par value (“Common Stock”), at the price
of [Price] per share, on the following terms and
conditions:
1.
Grant Under 2006 Equity
Compensation and Incentive Plan . This option is granted pursuant to and is
governed by the Company’s 2006 Equity Compensation and
Incentive Plan (the “Plan”) and, unless the context
otherwise requires, terms used herein shall have the same meaning
as in the Plan. Determinations made in connection with this
option pursuant to the Plan shall be governed by the Plan as it
exists on this date.
2.
Grant as Non-Qualified Stock
Option; Other Options . This option shall be treated as a
Non-Qualified Stock Option (rather than an incentive stock option
under Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”)). This option is in addition
to any other options heretofore or hereafter granted to the
Optionee by the Company or any Related Corporation (as defined in
the Plan), but a duplicate original of this instrument shall not
effect the grant of another option.
3.
Extent of Option if Business
Relationship Continues . If the Optionee has continued to serve the
Company or any Related Corporation in the capacity of an employee,
officer, director or consultant (such service is described herein
as maintaining or being involved in a “Business
Relationship” with the Company) on the following dates, the
Optionee may exercise this option for the number of shares of
Common Stock set opposite the applicable date:
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Prior to [Date]
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-
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- 0 - shares
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On [Date] and at
the end of each three month
period thereafter
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-
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an additional [ ] shares (or
such
smaller number of shares at the end of
the last three month period so that the
total does not exceed [# of shares ]
shares)
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In accordance with the foregoing
schedule, a total of [# of shares] shares shall be vested
and exercisable on the third anniversary of [Date] .
Notwithstanding the foregoing, in accordance with and subject to
the provisions of the Plan, the Committee may, in its discretion,
accelerate the date that any installment of this Option becomes
exercisable. The foregoing rights are cumulative and, while
the Optionee continues to maintain a Business Relationship with the
Company, may be exercised on or before the date which is seven
years from the date this option is granted. All the foregoing
rights are subject to Sections 4 and 5, as appropriate, if the
Optionee ceases to maintain a Business Relationship with the
Company.
4.
Termination of Business
Relationship . If the Optionee ceases to maintain a
Business Relationship with the Company, other than by reason of
death or disability as defined in Section 5, no further
installments of this option shall become exercisable, and this
option shall terminate (and may no longer be exercised)
(i) after the passage of twelve months from the date the
Business Relationship ceases, but in no event later than the
scheduled expiration date, if the Optionee has been involved in a
Business Relationship with the Company as a Director on the
Company’s Board of Directors for less than five years or
(ii) after the passage of twenty-four months from the date the
Business Relationship ceases, but in no event later than the
scheduled expiration date, if the Optionee has been involved in a
Business Relationship with the Company as a Director on
1
the Company’s Board of
Directors for five years or more. In such a case, the
Optionee’s only rights hereunder shall be those which are
properly exercised before the termination of this
option.
5.
Death;
Disability . If the Optionee dies while involved in a
Business Relationship with the Company, this option may be
exercised, to the extent of the number of shares with respect to
which the Optionee could have exercised it on the date of his or
her death, by his or her estate, personal representative or
beneficiary to whom this option has been assigned pursuant to
Section 9, at any time within 180 days after the date of
death, but not later than the scheduled expiration date. If
the Optionee’s Business Relationship with the Company is
terminated by reason of his or her disability (as defined in the
Plan), this option may be exercised, to the extent of the number of
shares with respect to which the Optionee could have exercised it
on the date the Business Relationship was terminated, at any time
within 180 days after the date of such termination, but not later
than the scheduled expiration date. At the expiration of such
180-day period or the scheduled expiration date, whichever is the
earlier, this option shall terminate and the only the rights
hereunder shall be those as to which the option was properly
exercised before such termination.
6.
Partial
Exercise . This option may be exercised in part at any time
and from time to time within the above limits, except that this
option may not be exercised for a fraction of a share unless such
exercise is with respect to the final installment of stock subject
to this option and cash in lieu of a fractional share must be paid,
in accordance with Paragraph 13(G) of the Plan, to permit the
Optionee to exercise completely such final installment. Any
fractional share with respect to which an installment of this
option cannot be exercised because of the limitation contained in
the preceding sentence shall remain subject to this option and
shall be available for later purchase by the Optionee in accordance
with the terms hereof.
7.
Payment of
Price .
(a) The option
price shall be paid in the following manner:
(i)
in United States dollars in cash or
by check;
(ii)
subject to Section 7(b) below,
by delivery of shares of the Company’s Common Stock having a
fair market value (as determined by the Committee) as of the date
of the exercise equal to the cash exercise price of this
option;
(iii)
by delivery of an assignment
satisfactory in form and substance to the Company of a sufficient
amount of the proceeds from the sale of the Option Shares and an
instruction to the broker or selling agent to pay that amount to
the Company; or
(iv)
by any combination of the
foregoing.
(b)
Limitations on Payment by
Delivery of Common Stock . If the Optionee delivers Common Stock
held by the Optionee (“Old Stock”) to the Company in
full or partial payment of the option price, and the Old Stock so
delivered is subject to restrictions or limitations imposed by
agreement between the Optionee and the Company, an equivalent
number of Option Shares shall be subject to all restrictions
an
