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Exhibit 10.19
ACME PACKET, INC.
INCENTIVE STOCK OPTION AGREEMENT
This
INCENTIVE STOCK OPTION AGREEMENT, dated as of August 16, 2004
(this
"AGREEMENT"), is between ACME PACKET, INC., a Delaware corporation
(the
"COMPANY"), and Keith Seidman (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 25,000 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 $.30 per share. The Option is granted as
of August 16,
2004 (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 ten
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 August 16, 2005, 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 September 30, 2005 and ending
August 31,
2008. 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
(i)
Notwithstanding
anything in Section 4(a) above to the contrary but
subject to the provisions of Section 7.1(e) of the Plan, in the
event a Sale of
the Company Transaction (as defined below in Section 4(d) below)
occurs and the
Option is not exercisable in full for all of the Option Shares
immediately prior
to such Sale of the Company Transaction, then the exercisability of
the Option
shall be accelerated such that, immediately prior to such Sale of
the Company
Transaction, 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
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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.
(ii)
Notwithstanding anything in Section 4(a) above or in Section 5
below
to the contrary, in the event that, at any time following a Sale of
the Company
Transaction, (i) the Purchaser dies, (ii) the Purchaser voluntarily
terminates
his employment with the Company following
