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POINTSEC MOBILE TECHNOLOGIES INC. 2005 STOCK OPTION PLAN

Stock Option Agreement

POINTSEC MOBILE TECHNOLOGIES INC. 2005 STOCK OPTION PLAN | Document Parties: Pointsec Mobile Technologies AB | POINTSEC MOBILE TECHNOLOGIES INC | Protect Data AB You are currently viewing:
This Stock Option Agreement involves

Pointsec Mobile Technologies AB | POINTSEC MOBILE TECHNOLOGIES INC | Protect Data AB

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Title: POINTSEC MOBILE TECHNOLOGIES INC. 2005 STOCK OPTION PLAN
Date: 4/19/2007
Industry: Software and Programming     Sector: Technology

POINTSEC MOBILE TECHNOLOGIES INC. 2005 STOCK OPTION PLAN, Parties: pointsec mobile technologies ab , pointsec mobile technologies inc , protect data ab
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Exhibit 4.2

Bilaga 7 C



March, 2005

POINTSEC MOBILE TECHNOLOGIES INC.

2005 STOCK OPTION PLAN



 

 

 

 

POINTSEC MOBILE TECHNOLOGIES INC., 2005 STOCK OPTION PLAN

                    Pointsec Mobile Technologies Inc., a California corporation (the “Company” ), hereby adopts the Pointsec Mobile Technologies Inc., 2005 Stock Option Plan (the “Plan” );

                    WHEREAS, Pointsec Mobile Technologies AB, company registration No. 556575-7415, (the “Parent” ), a Swedish limited liability company, owns all of the issued and outstanding stock in the Company;

                    WHEREAS, Protect Data AB (publ), company registration No. 556315-8541, ( “PDAB” ), a Swedish limited liability company which is quoted on the Stockholm Stock Exchange, owns all of the issued and outstanding stock in the Parent;

                    WHEREAS, a general meeting of PDAB has resolved to implement an incentive program which, inter alia , covers employees and other service providers connected with the Company;

                    WHEREAS, in order to attract and retain qualified officers, directors, employees, consultants and other service providers in the USA (the “Service Providers” ) - each of whom, at the time an Option is granted, does not own stock representing more than fifty percent of the total combined voting power of all classes of stock of the Company, or of its Parent, or of PDAB, or of a subsidiary of the foregoing as of the time the Option is granted (a “Major Shareholder” ) - PDAB, the Parent and the Company have determined that it is necessary to adopt a compensatory stock option plan; and

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                    WHEREAS, in order to adopt the equivalent of a stock option plan under Swedish law, the Company has entered into a contract with PDAB whereby the Company will acquire options to be issued by PDAB (the “Options” ) to acquire 150,000 shares of PDAB and has agreed to adopt the Plan and grant the Options, which may be treated as incentive stock options or nonqualified stock options, to Service Providers of the Company thereunder (the General Agreement relating to the Options hereinafter the “General Agreement” ).

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                    NOW, THEREFORE, the terms and conditions of the Plan shall be as follows:

                    1. Purpose of Plan . The purpose of the Plan is to advance the interests of the Company, the Parent, PDAB and the shareholders of PDAB by enabling the Company to attract and retain qualified directors, officers, employees, consultants and other service providers by providing them with an opportunity for investment in shares of PDAB through the granting of Options (incentive stock options or nonqualified stock options). The Options that may be granted hereunder represent the right by the grantee thereof (each an “Optionee” ) to acquire shares of PDAB (the “Shares” ) always subject to the terms and conditions of this Plan and the terms of the Options as set out in “Conditions for Protect Data AB’s (publ) Options 2005/2011” (the “Option Conditions” which are set out in free translation from the original Swedish language in an exhibit annexed hereto) as well as a written stock option agreement between the Company and the Optionee setting forth certain special conditions for the Optionees (a “Stock Option Agreement” ).

                    2. Duration of Plan . This Plan shall commence on the date the Plan is approved by the Company and its shareholders (the Parent), and PDAB and its shareholders. This Plan shall remain in effect to and including 31 December 2015 or such earlier day as the Company decides in accordance with Section 12 of the Plan. However, no Options shall be granted after 31 December 2015. All Options subject to this Plan must be purchased or acquired pursuant to the provisions of this Plan and the Stock Option Agreement.

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                    3. Eligibility . The Company may, always subject to PDAB’s approval as set out in the General Agreement grant Options (incentive stock options or nonqualified stock options) under this Plan only to (i) persons who, at the time of such grant, are directors, officers, or employees of the Company and (ii) persons who at the time of such grant, are independent contractors, consultants or advisers of the Company (which persons shall not already be, direct or indirect, Major Shareholders) (hereinafter collectively, “Eligible Participants” ). No person or entity will be an Eligible Participant following his, her or its Termination of Eligibility Status (as defined in Section 13 below), no Option may be granted to any person or entity other than an Eligible Participant and no incentive stock option may be granted to a person who is not an employee.

                    4. Option Pool . In no event will the Company grant Options entitling the Eligible Participants to purchase, in the aggregate, more than 150,000 Shares, which correspond to the maximum number of Options to be acquired by the Company from PDAB under its issue in accordance with the Option Conditions and the General Agreement, provided that PDAB shall have the right to increase the number to a total of 300,000 Shares, provided such increase is resolved upon or approved by the Company and its shareholders (the Parent) and the Parent’s shareholders (PDAB). The Options to purchase Shares may represent options which have not been issued heretofore or may be reacquired options. However, Shares that have actually been issued under the Plan, upon exercise of an Option, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if the Shares are repurchased by the Company or by a third party designated by the Company at their original purchase price, such Shares shall become available for future grant under the Plan.

                    If an Option expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an option exchange program adopted by the Administrator, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated).

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                    5. Administration . (a) General . This Plan and Options granted pursuant to the Plan will be administered and interpreted by the Company’s Board of Directors (the “Board” ), or by a committee consisting of two or more members of the Board, appointed by the Board for such purpose (the Board, or such committee, referred to herein as the “Administrator” ). Subject to the expressed terms and conditions hereof and of the General Agreement (which conditions, inter alia , provide that PDAB shall have the right to approve a granting of Options), the Administrator is authorized to (i) select the Eligible Participants to whom Options will be granted from time to time hereunder, including the number and type ( i.e. , incentive stock options and non-qualified options), (ii) determine the strike price for acquiring Shares under the Options (the “Strike Price” ) etc. for Options to be granted to each Eligible Participant, (iii) determine the dates on, or as the case may be the periods during which Option Exercise Subscriptions (as defined in Section 7 hereof) will be remitted to the appropriate government offices in Sweden for compliance with the administrative registration procedures of the Swedish Companies Registration Office (Bolagsverket), which dates (periods) are expected to be determined to four times each year, (iv) determine acceptable forms of payment, (v) determine the procedures for the Company’s (or, for this purpose, a designated third party’s) repurchase of unvested Shares upon termination of employment etc, (vi) approve forms of agreement for use under the Plan, (vii) reduce the Strike Price of any Option to the then current Fair Market Value if the Fair Market Value of the Shares covered by such Option has declined since the date the Option was granted, (viii) initiate an option exchange program whereby outstanding Options are exchanged for options with a lower strike price, (ix) prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws. PDAB shall be informed of, from time to time, the name of those selected and the number of Options granted to each person and Options that have been returned to the Company due to events under Section 13.

                    (b) Effects of Administrator’s Decision . Subject to the terms and conditions of the General Agreement, all decisions, determinations and interpretations of the Administrator shall be final and binding on all Optionees.

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                    (c) Exercisability of Options . The Administrator is authorized to specify the extent to which any Option will be “Exercisable” ( i.e. , meaning that the right to exercise the Option has commenced) and the conditions ( e.g. , the passage of time or the occurrence of events) that must be satisfied prior to such Option becoming Exercisable. Non-Exercisable Options may not be exercised by an Optionee. No Options, which are intended to be treated as incentive stock options, shall be Exercisable after the expiration of ten years from the date such options are granted. Furthermore, no Options, which are intended to be treated as incentive stock options, shall be Exercisable a) after the expiration of five years from the date such options are granted or b) at a Strike Price of less than 110% as specified in Section 6(b), should the Optionee own more than ten percent of the total combined voting power of all classes of stock of the Company, or of its Parent, or of PDAB, or of a subsidiary of the foregoing as of the time the option is granted (a “Ten Percent Shareholder” ).

                    If the aggregate fair market value for the Shares (which shall be deemed equal to the closing price of the Shares on the Stockholm Stock Exchange (the “Fair Market Value” )), with respect to which Options, intended to be treated as incentive stock options, are Exercisable for the first time by an Optionee during any calendar year, exceeds USD 100,000 (under all plans of the Company, or of its Parent, or of PDAB, or of a subsidiary of the foregoing), a part of such Options will be treated as nonqualified stock options, i.e. , the part that does not meet such USD 100,000 limit. For purposes of this Section 5(c), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time of grant of the Option and in USD at the applicable exchange rate on said grant date.

                    (d) Vesting of Shares . In addition, the Administrator is authorized, by way of contract between the Company and the Optionee, to provide for vesting restrictions regarding Shares acquired pursuant to exercise of Options ( i.e. , confer upon the Company, or a third party designated by the Company, a right to repurchase certain Shares), as provided for in Section 6(e) below.

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                    6. Terms and Conditions of Stock Option Agreements . In addition to the terms set out in the Option Conditions, the following terms and conditions will be deemed to apply to each Option as if expressly set forth in the Option Conditions, unless otherwise expressly provided in a Stock Option Agreement ( i.e. , the following terms and conditions may be changed in individual cases) based on the Administrator’s determination pursuant to Sections 5 and 12 of this Plan.

                    (a) ISOs . No Option will be treated as an incentive stock option (an “ISO” ) for United States income tax purposes unless treatment as an ISO is expressly provided for in a Stock Option Agreement and such Option satisfies the conditions of Section 422 (b) of the U.S. Internal Revenue Code.

                    (b) ISO Strike Price . For Options intended to be treated as ISO’s, the Strike Price shall, upon granting of Options, be assessed in Swedish Kronor to the greater of the following:

 

 

 

 

          (i) xx:xx Swedish Kronor; or

 

 

 

 

          (ii) the Fair Market Value of the Shares on the day the Option is granted (or in the case of a Ten Percent Shareholder, 110% of such Fair Market Value).

                    (c) Non-ISO Strike Price . For Options not intended to be treated as an ISO, the Strike Price shall, upon granting of Options, be assessed in Swedish Kronor to the greater of the following:

                              (i) xx:xx Swedish Kronor; or

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          (ii) a minimum of 85% of the Fair Market Value of the Shares on the day the Option is granted (or in the case of a Ten Percent Shareholder, 110% of such Fair Market Value).

                    (d) Exercisability of Options . Initially the Options will not be Exercisable ( i.e. , meaning that the right to exercise the Option is not presently allowed). Parts of the Options granted will, subject to Section 5(c) above, b


 
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