EXHIBIT 99.2
No.
SPANS LOGIC INC.
2004 EQUITY INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
This Stock Option Agreement (the
“ Agreement ”) is made and entered into
as of the date of grant set forth below (the “ Date of
Grant ”) by and between Spans Logic Inc., a Delaware
corporation (the “ Company ”), and the
participant named below (the “ Participant
”). Capitalized terms not defined herein shall have the
meaning ascribed to them in the Company’s 2004 Equity
Incentive Plan (the “ Plan ”).
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Participant:
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Social Security Number:
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Address:
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Total Option
Shares:
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Exercise Price Per Share:
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Date of
Grant:
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First
Vesting Date:
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Expiration
Date:
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(unless earlier
terminated under Section 5.6 of the Plan)
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Classification of Optionee
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¨
Exempt
Employee
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¨
Nonexempt
Employee
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Type of
Stock Option
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(Check
one):
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¨
Incentive Stock
Option
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¨
Nonqualified Stock
Option
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1. Grant of Option
. The Company hereby
grants to Participant an option (this “ Option
”) to purchase the total number of shares of Common Stock,
$0.0001 par value, of the Company set forth above as Total Option
Shares (the “ Shares ”) at the Exercise
Price Per Share set forth above (the “ Exercise
Price ”), subject to all of the terms and conditions
of this Agreement and the Plan. If designated as an Incentive Stock
Option above, the Option is intended to qualify as an
“incentive stock option” (the “ ISO
”) within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the “ Code
”).
2. Exercise Period
.
2.1 Exercise Period of Option
. This Option is immediately exercisable although the Shares issued
upon exercise of the Option will be subject to the restrictions
on
transfer and Repurchase Options set forth in
Sections 7, 8 and 9 below. Provided Participant continues to
provide services to the Company or to any Parent or Subsidiary of
the Company, the Shares issuable upon exercise of this Option will
become vested with respect to twenty-five percent (25%) of the
Shares on the First Vesting Date set forth on the first page of
this Agreement (the “First Vesting Date”
) and thereafter at the end of each full succeeding month after the
First Vesting Date an additional 2.08333% of the Shares will become
vested until the Shares are vested with respect to one hundred
percent (100%) of the Shares. If application of the vesting
percentage causes a fractional share, such share shall be rounded
down to the nearest whole share for each month except for the last
month in such vesting period, at the end of which last month this
Option shall become vested for the full remainder of the Shares.
Unvested Shares may not be sold or otherwise transferred by
Participant without the Company’s prior written consent.
Notwithstanding any provision in the Plan or this Agreement to the
contrary, Options for Unvested Shares (as defined in
Section 2.2 of this Agreement) will not be exercisable on or
after Participant’s Termination Date.
2.2 Vesting of Options .
Shares that are vested pursuant to the schedule set forth in
Section 2.1 are “ Vested Shares .
” Shares that are not vested pursuant to the schedule
set forth in Section 2.1 are “ Unvested
Shares . ”
2.3 Expiration . The Option
shall expire on the Expiration Date set forth above or earlier as
provided in Section 3 below or pursuant to Section 5.6 of
the Plan.
3. Termination
.
3.1 Termination for Any Reason
Except Death, Disability or Cause . If Participant is
Terminated for any reason, except death, Disability or for Cause,
the Option, to the extent (and only to the extent) that it would
have been exercisable by Participant on the Termination Date, may
be exercised by Participant no later than three (3) months
after the Termination Date, but in any event no later than the
Expiration Date.
3.2 Termination Because of Death
or Disability . If Participant is Terminated because of death
or Disability of Participant (or Participant dies within three
(3) months of Termination when Termination is for any reason
other than Participant’s Disability or for Cause), the
Option, to the extent that it is exercisable by Participant on the
Termination Date, may be exercised by Participant (or
Participant’s legal representative) no later than twelve
(12) months after the Termination Date, but in any event no
later than the Expiration Date. Any exercise beyond (i) three
(3) months after the Termination Date when the Termination is
for any reason other than the Participant’s death or
disability, within the meaning of Section 22(e)(3) of the
Code; or (ii) twelve (12) months after the Termination
Date when the termination is for Participant’s disability,
within the meaning of Section 22(e)(3) of the Code, is deemed
to be an NQSO.
3.3 Termination for Cause .
If the Participant is terminated for Cause, the Participant may
exercise such Participant’s Options, but not to an extent
greater than such Options are exercisable as to Vested Shares upon
the Termination Date and Participant’s Options shall expire
on such Participant’s Termination Date, or at such later time
and on such conditions as are determined by the
Committee.
3.4 No Obligation to Employ .
Nothing in the Plan or this Agreement shall confer on Participant
any right to continue in the employ of, or other relationship with,
the Company or any Parent or Subsidiary of the Company, or limit in
any way the right of the Company or any Parent or Subsidiary of the
Company to terminate Participant’s employment or other
relationship at any time, with or without Cause.
4. Manner of Exercise
.
4.1 Stock Option Exercise
Agreement . To exercise this Option, Participant (or in the
case of exercise after Participant’s death or incapacity,
Participant’s executor, administrator, heir or legatee, as
the case may be) must deliver to the Company an executed stock
option exercise agreement in the form attached hereto as Exhibit
A , or in such other form as may be approved by the Committee
from time to time (the “ Exercise Agreement
”), which shall set forth, inter alia ,
(i) Participant’s election to exercise the Option,
(ii) the number of Shares being purchased, (iii) any
restrictions imposed on the Shares and (iv) any
representations, warranties and agreements regarding
Participant’s investment intent and access to information as
may be required by the Company to comply with applicable securities
laws. If someone other than Participant exercises the Option, then
such person must submit documentation reasonably acceptable to the
Company verifying that such person has the legal right to exercise
the Option and such person shall be subject to all of the
restrictions contained herein as if such person were the
Participant.
4.2 Limitations on Exercise .
The Option may not be exercised unless such exercise is in
compliance with all applicable federal and state securities laws,
as they are in effect on the date of exercise. The Option may not
be exercised as to fewer than one hundred (100) Shares unless
it is exercised as to all Shares as to which the Option is then
exercisable.
4.3 Payment . The Exercise
Agreement shall be accompanied by full payment of the Exercise
Price for the shares being purchased in cash (by check), or where
permitted by law:
(a) by cancellation of indebtedness
of the Company to the Participant;
(b) by surrender of shares of the
Company’s Common Stock that (i) either (A) have
been owned by Participant for more than six (6) months and
have been paid for within the meaning of SEC Rule 144 (and, if such
shares were purchased from the Company by use of a promissory note,
such note has been fully paid with respect to such shares); or
(B) were obtained by Participant in the open public market;
and (ii) are clear of all liens, claims, encumbrances or
security interests;
(c) by waiver of compensation due or
accrued to Participant for services rendered;
(d) provided that a public market
for the Company’s stock exists: (i) through a
“same day sale” commitment from Participant and a
broker-dealer that is a member of the National Association of
Securities Dealers (an “ NASD Dealer ”)
whereby Participant irrevocably elects to exercise the Option and
to sell a portion of the Shares so purchased sufficient to pay for
the total Exercise Price and whereby the NASD Dealer irrevocably
commits
upon receipt of such Shares to forward the total
Exercise Price directly to the Company, or (ii) through a
“margin” commitment from Participant and an NASD Dealer
whereby Participant irrevocably elects to exercise the Option and
to pledge the Shares so purchased to the NASD Dealer in a margin
account as security for a loan from the NASD Dealer in the amount
of the total Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the
total Exercise Price directly to the Company; or
(e) any other form of consideration
approved by the Committee; or
(f) by any combination of the
foregoing.
4.4 Tax Withholding . Prior
to the issuance of the Shares upon exercise of the Option,
Participant must pay or provide for any applicable federal, state
and local withholding obligations of the Company. If the Committee
permits, Participant may provide for payment of withholding taxes
upon exercise of the Option by requesting that the Company retain
the minimum number of Shares with a Fair Market Value equal to the
minimum amount of taxes required to be withheld; but in no event
will the Company withhold Shares if such withholding would result
in adverse accounting consequences to the Company. In such case,
the Company shall issue the net number of Shares to the Participant
by deducting the Shares retained from the Shares issuable upon
exercise.
4.5 Issuance of Shares .
Provided that the Exercise Agreement and payment are in form and
substan