The Option. On February 4, 1996 the Corporation granted to the Employee a Non-Statutory Stock Option (the "Option"). On March 18, 1996, the Corporation's three-for-one stock split became effective and this Amended and Restated Non-Statutory Stock Option Agreement is being entered into to reflect that the number of shares subject to the Option has, as a result of the stock split, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock split, the Option granted February 4, 1996 is now an option to purchase an aggregate of 17,460 shares of Common Stock of the Corporation at the price of $5.50 per share, subject to the following terms and conditions: (a) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation. (b) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date of this Agreement, and shall not be exercisable thereafter. (c) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby: (i) From the date hereof and prior to the end of one year from the date hereof, not more than thirty-three percent (33.333%); (ii) After the end of one year and prior to the end of two years from the date hereof, not more than sixty-six percent (66.666%); (iii) After the end of two years from the date hereof, one-hundred percent (100%). (e) Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a Change of Control. (f) In the event of a conflict between the provisions of this Agreement and any provisions of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth in the Employment Agreement shall control.
Appears in 1 contract
Sources: Non Statutory Stock Option Agreement (Cyberguard Corp)
The Option. On Under and subject to the provisions of the Corporation's Stock Incentive Plan as in effect from time to time (the "Plan"), on February 4, 1996 the Corporation granted to the Employee a Non-Statutory an Incentive Stock Option (the "Option"), which complies with Section 422 of the Internal Revenue Code ("Code"). On March 18, 1996, the Corporation's three-for-one stock split became effective and this Amended and Restated Non-Statutory Incentive Stock Option Agreement is being entered into to reflect that the number of shares subject to the Option has, as a result of the stock split, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock split, the Option granted February 4, 1996 is now an option to purchase an aggregate of 17,460 54,540 shares of Common Stock of the Corporation at the price of $5.50 per share. In all other respects, subject to the following terms and conditionsOption shall remain the same, as follows:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereof. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(bc) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date of this Agreement, and shall not be exercisable thereafter.
(cd) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) From After the date hereof end of one year and prior to the end of one year two years from the date hereof, not more than thirty-three percent (33.333%);
(ii) After the end of one year two years and prior to the end of two three years from the date hereof, not more than sixty-six percent (66.666%);
(iii) After the end of two three years from the date hereof, one-hundred percent (100%).
(e) Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a Change of in Control.
(f) In the event of a conflict between the provisions of this Agreement and any provisions of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth in the Employment Agreement shall control.
Appears in 1 contract
The Option. On February 4, 1996 the Corporation granted Under and subject to the Employee a Non-Statutory provisions of the Corporation's Stock Option Incentive Plan as in effect from time to time (the "OptionPlan"). On March 18, 1996, the Corporation's three-for-one stock split became effective and this Amended and Restated Non-Statutory Stock Option Agreement is being entered into to reflect that the number of shares subject Corporation hereby grants to the Option has, as a result of Director the stock split, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock split, the Option granted February 4, 1996 is now an option to purchase an aggregate of 17,460 2,000 shares of Common Stock of the Corporation at the price of $5.50 [price per share], subject to the following terms and conditions:
(a) During the lifetime of the EmployeeDirector, the Option this option shall be exercisable only by the EmployeeDirector, and (except when Section 2 is applicable) only while the Employee Director continues to serve as an employee a Director of the Corporation.
(b) Notwithstanding any other provision of this Agreement, the Option this option shall expire no later than five ten years from the date of this Agreement, and shall not be exercisable thereafter.
(c) The number of shares of Common Stock with respect to which the Option option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) From the date hereof and prior to the end of one year from the date hereof, not more than thirty-three percent (33.333%);
(ii) After the end of one year and prior to the end of two years from the date hereof, not more than sixtyfifty percent;
(ii) After the end of two years and prior to the end of three years from the date hereof, not more than seventy-six percent (66.666%)five percent;
(iii) After the end of two three years from the date hereof, one-hundred percent (100%)percent.
(ed) Upon a "Change in of Control, " of the Corporation any option which has been outstanding Option for more than one year shall immediately become exercisable. Notwithstanding the foregoingFor purpose of this Agreement, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a "Change of Control.
(f) In the event of a conflict between the provisions of this Agreement and any provisions " is defined in Section 11 of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth in the Employment Agreement shall controlPlan.
Appears in 1 contract
The Option. On February 4, 1996 the Corporation granted Under and subject to the Employee a Non-Statutory provisions of the Corporation's Stock Option Incentive Plan as in effect from time to time (the "OptionPlan"). On March 18, 1996, the Corporation's three-for-one stock split became effective and this Amended and Restated Non-Statutory Stock Option Agreement is being entered into to reflect that the number of shares subject Corporation hereby grants to the Option has, as a result of Director the stock split, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock split, the Option granted February 4, 1996 is now an option to purchase an aggregate of 17,460 2,000 shares of Common Stock of the Corporation at the price of [$5.50 __] per share, subject to the following terms and conditions:
(a) During the lifetime of the EmployeeDirector, the Option this option shall be exercisable only by the EmployeeDirector, and (except when Section 2 is applicable) only while the Employee Director continues to serve as an employee a Director of the Corporation.
(b) Notwithstanding any other provision of this Agreement, the Option this option shall expire no later than five ten years from the date of this Agreement, and shall not be exercisable thereafter.
(c) The number of shares of Common Stock with respect to which the Option option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) From the date hereof and prior to the end of one year from the date hereof, not more than thirty-three percent (33.333%);
(ii) After the end of one year and prior to the end of two years from the date hereof, not more than sixtyfifty percent;
(ii) After the end of two years and prior to the end of three years from the date hereof, not more than seventy-six percent (66.666%)five percent;
(iii) After the end of two three years from the date hereof, one-hundred percent (100%)percent.
(ed) Upon a "Change in of Control, " of the Corporation any option which has been outstanding Option for more than one year shall immediately become exercisable. Notwithstanding the foregoingFor purpose of this Agreement, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a "Change of Control.
(f) In the event of a conflict between the provisions of this Agreement and any provisions " is defined in Section 11 of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth in the Employment Agreement shall controlPlan.
Appears in 1 contract
The Option. On Under and subject to the provisions of the Corporation's Stock Incentive Plan as in effect from time to time (the "Plan"), on February 4, 1996 the Corporation granted to the Employee a Non-Statutory Stock Option (the "Option"). On March 18, 1996, the Corporation's three-for-one stock split became effective and this Amended and Restated Non-Statutory Incentive Stock Option Agreement is being entered into to reflect that the number of shares subject to the Option has, as a result of the stock split, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock split, the Option granted February 4, 1996 is now an option to purchase an aggregate of 17,460 20,460 shares of Common Stock of the Corporation at the price of $5.50 per share. In all other respects, subject to the following terms and conditionsOption shall remain the same, as follows:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereof. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(bc) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date of this Agreement, and shall not be exercisable thereafter.
(cd) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned option hereby:
(i) From After the date hereof end of one year and prior to the end of one year two years from the date hereof, not more than thirty-three percent (33.333%);
(ii) After the end of one year two years and prior to the end of two three years from the date hereof, not more than sixty-six percent (66.666%);
(iii) After the end of two three years from the date hereof, one-hundred percent (100%).
(e) Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a Change of Control.
(f) In the event of a conflict between the provisions of this Agreement and any provisions of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth in the Employment Agreement shall control.
Appears in 1 contract
Sources: Non Statutory Stock Option Agreement (Cyberguard Corp)
The Option. On February 4Under and subject to the provisions of the Corporation's Stock Incentive Plan as in effect from time to time (the "Plan"), 1996 the Corporation granted hereby grants to the Employee a Non-Statutory an Incentive Stock Option (the "Option"). On March 18, 1996, the Corporation's three-for-one stock split became effective and this Amended and Restated Non-Statutory Stock Option Agreement that is being entered into intended to reflect that the number of shares subject to the Option has, as a result comply with Section 422 of the stock split, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock split, the Option granted February 4, 1996 is now an option Internal Revenue Code ("Code") to purchase an aggregate of 17,460 ______ shares of Common Stock of the Corporation at the price of $5.50 ________ per share, subject to the following terms and conditions:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereof. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(bc) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date of this Agreement, and shall not be exercisable thereafter.
(cd) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) From After the date hereof end of one year and prior to the end of one year two years from the date hereof, not more than thirty-three percent (33.333%);
(ii) After the end of one year two years and prior to the end of two three years from the date hereof, not more than sixty-six percent (66.666%);
(iii) After the end of two three years from the date hereof, one-hundred percent (100%).
(e) For the purposes of this Agreement, the definition of the term "Change in Control" contained in Section 2 (c) of the Plan shall be amended by deleting the percentage "80%" contained in such Section 2 (c) and substituting in its place the percentage "30%". Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, if (i) individuals who constitute the sale Incumbent Board continue to constitute in excess of forty percent (40%) of the Corporation's real-time division to Concurrent Computer Board, and (ii) the Board Committee and the Board each unanimously determine that it would be in the best interest of the Corporation shall not for an event that would constitute a Change of Control.
(f) In in Control not to accelerate the event of a conflict between the provisions of this Agreement and any provisions vesting of the written Employment Agreement between exercisability of the Option, and (iii) Employee's employment with the Corporation is not terminated by the Corporation within one year after the Change in Control, and (iv) within one year after the Change in Control Employee's principal work location is not moved geographically by more than 75 miles (if Employee and Corporation is a sales representative whose principal work location is not the Company's Fort Lauderdale headquarters, then the 75-mile limitation contained this subsection 1(e)(iv) shall be 500 miles), then the Board Committee, in its sole discretion, may take any one or more of the following actions: (x) determine to retain the existing schedule of exercisability of the Option as described in Section 1(d) hereof ("Employment AgreementVesting Schedule"); (y) modify the Vesting Schedule so that some, but not all, of the rights Option's exercisability accelerates; and duties as (z) change the dates under the Vesting Schedule so that some or all of the Options become exercisable on dates earlier than those set forth in the Employment Agreement shall controlVesting Schedule.
Appears in 1 contract
The Option. On February 4, 1996 the Corporation granted Under and subject to the Employee a Non-Statutory Stock Option (the "Option"). On March 18, 1996, provisions of the Corporation's three-for-one stock split became effective and this Amended and Restated Non-Statutory Employee Stock Option Agreement is being entered into Plan as amended and as in effect from time to reflect that the number of shares subject to the Option has, as a result of the stock split, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock splittime ("Plan"), the Option granted February 4, 1996 is now an Corporation hereby grants to Employee a non-statutory option to purchase an aggregate of 17,460 34,650 shares of Common Stock of the Corporation at the price of U.S. $5.50 1.30 per shareshare ("Option"), subject to the following terms and conditions:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation until December 2, 2001, and then only to the extent that the Option is exercisable. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(bc) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five ten years from the date of this Agreement, hereof and shall not be exercisable thereafter.
(cd) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(iiii) From the date hereof and prior to the end of one year from the date hereofOn December 2, 2001, not more than thirty-three 8.333 percent (33.3338.333%);; and
(iiiv) After Thereafter, on the end second day of one year and prior to the end of two years from the date hereof, not more than sixty-six each calendar month an additional 8.333 percent (66.6668.333%);
(iii) After the end of two years from the date hereof; until November 2, 2002, at which time, one-hundred percent (100%).
(e) Upon a Change in Control, any outstanding of the Option shall immediately become exercisable. Notwithstanding the foregoing, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a Change of Controlbe vested.
(f) In the event of a conflict between the provisions of this Agreement and any provisions of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth in the Employment Agreement shall control.
Appears in 1 contract
The Option. On February 4, 1996 the The Corporation granted hereby grants to the Employee a Non-Statutory Stock Option (the "Option"). On March 18, 1996, the Corporation's three-for-one stock split became effective and this Amended and Restated Non-Statutory Stock Option Agreement is being entered into to reflect that the number of shares subject to the Option has, as a result of the stock split, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock split, the Option granted February 4, 1996 is now an option ) to purchase an aggregate of 17,460 311,000 shares of Common Stock of the Corporation at the price of $5.50 10.67 per share, subject to the following terms and conditions:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereof.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(bc) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five ten years from the date of this Agreement, and shall not be exercisable thereafter.
(cd) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) From After the date hereof end of one year and prior to the end of one year two years from the date hereof, not more than thirty-three percent (33.333%);
(ii) After the end of one year two years and prior to the end of two three years from the date hereof, not more than sixty-six percent (66.666%);
(iii) After the end of two three years from the date hereof, one-one- hundred percent (100%).
(e) Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, the sale of the Corporation's real-time division to currently contemplated transaction with Concurrent Computer Corporation (including any modifications to such transaction) shall not constitute a Change of Control.
(f) In the event of a conflict between the provisions of this Agreement and any provisions of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth in the Employment Agreement shall control.
Appears in 1 contract
Sources: Non Statutory Stock Option Agreement (Cyberguard Corp)
The Option. On Under and subject to the provisions of the Corporation's Stock Incentive Plan as in effect from time to time (the "Plan"), on February 4, 1996 the Corporation granted to the Employee a Non-Statutory an Incentive Stock Option (the "Option"), which complies with Section 422 of the Internal Revenue Code ("Code"). On March 18, 1996, the Corporation's three-for-one stock split became effective and this Amended and Restated Non-Statutory Incentive Stock Option Agreement is being entered into to reflect that the number of shares subject to the Option has, as a result of the stock split, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock split, the Option granted February 4, 1996 is now an option to purchase an aggregate of 17,460 54,540 shares of Common Stock of the Corporation at the price of $5.50 per share. In all other respects, subject to the following terms and conditionsOption shall remain the same, as follows:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereof. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(bc) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date of this Agreement, and shall not be exercisable thereafter.
(cd) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) From the date hereof and prior to the end of one year from the date hereof, not more than thirty-three percent (33.333%);
(ii) After the end of one year and prior to the end of two years from the date hereof, not more than sixty-six percent (66.666%);
(iii) After the end of two years from the date hereof, one-hundred percent (100%).
(e) Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a Change of Control.
(f) In the event of a conflict between the provisions of this Agreement and any provisions of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth in the Employment Agreement shall control.
Appears in 1 contract
The Option. On February 4, 1996 the The Corporation granted hereby grants to the Employee a Nonnon-Statutory Stock Option (the "Option"). On March 18, 1996, the Corporation's three-for-one stock split became effective and this Amended and Restated Non-Statutory Stock Option Agreement is being entered into to reflect that the number of shares subject to the Option has, as a result of the stock split, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock split, the Option granted February 4, 1996 is now an statutory option to purchase an aggregate of 17,460 ____________ shares of Common Stock of the Corporation at the price of $5.50 _____________________ per shareshare (the "Option"), subject to the following terms and conditions:
(a) A. The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date of hire. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
B. During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(b) C. Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the Employee's date of this Agreementhire, and shall not be exercisable thereafter.
(c) D. The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) From the date hereof and prior to the end of one year from the date hereof, not more than thirty-three percent (33.333%);
(ii) 1. After the end of one year and prior to the end of two years from the date hereofof hire, not more than thirty-three percent (33.333%);
2. After the end of two years and prior to the end of three years from the date of hire, not more than sixty-six percent (66.666%);
(iii) 3. After the end of two three years from the date hereofof hire, one-hundred percent (100%).
(e) Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a Change of Control.
(f) In the event of a conflict between the provisions of this Agreement and any provisions of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth in the Employment Agreement shall control.
Appears in 1 contract
Sources: Non Statutory Stock Option Agreement (Cyberguard Corp)
The Option. On Under and subject to the provisions of the Corporation's Stock Incentive Plan as in effect from time to time (the "Plan"), on February 4, 1996 the Corporation granted to the Employee a Non-Statutory an Incentive Stock Option (the "Option"), which complies with Section 422 of the Internal Revenue Code ("Code"). On March 18, 1996, the Corporation's three-for-one stock split became effective and this Amended and Restated Non-Statutory Incentive Stock Option Agreement is being entered into to reflect that the number of shares subject to the Option has, as a result of the stock split, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock split, the Option granted February 4, 1996 is now an option to purchase an aggregate of 17,460 ____________ shares of Common Stock of the Corporation at the price of $5.50 __________ per share. In all other respects, subject to the following terms and conditionsOption shall remain the same, as follows:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereof. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(bc) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date of this Agreement, and shall not be exercisable thereafter.
(cd) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) From After the date hereof end of one year and prior to the end of one year two years from the date hereof, not more than thirty-three percent (33.333%);
(ii) After the end of one year two years and prior to the end of two three years from the date hereof, not more than sixty-six percent (66.666%);
(iii) After the end of two three years from the date hereof, one-hundred percent (100%).
(e) Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, (i) individuals who constitute the Incumbent Board continue to constitute in excess of three-fourths (3/4) of the Board as described in Section 2(b) of the Plan, and (ii) the Board Committee and the Board each unanimously determine that it would be in the best interest of the Corporation for an event that would constitute a Change in Control not to accelerate the vesting of the exercisability of the Option, and (iii) Employee's employment with the Corporation is not terminated by the Corporation within one year after the Change in Control, and (iv) within one year after the Change in Control Employee's principal work location is not moved geographically by more than 75 miles (if Employee is a sales representative whose principal work location is not the Company's Fort Lauderdale headquarters, then the 75-mile limitation contained this subsection 1(e)(iv) shall be 500 miles), then the Board Committee, in its sole discretion, may take any one or more of the following actions: (x) determine to retain the existing schedule of exercisability of the Option as described in Section 1(d) hereof ("Vesting Schedule"); (y) modify the Vesting Schedule so that some, but not all, of the Option's exercisability accelerates; and (z) change the dates under the Vesting Schedule so that some or all of the Options become exercisable on dates earlier than those set forth in the Vesting Schedule. The sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a Change of in Control.
(f) In the event of a conflict between the provisions of this Agreement and any provisions of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth in the Employment Agreement shall control.
Appears in 1 contract
The Option. On February 4, 1996 the Corporation granted Under and subject to the Employee a Non-Statutory Stock Option (the "Option"). On March 18, 1996, provisions of the Corporation's three-for-one stock split became effective and this Amended and Restated Non-Statutory Employee Stock Option Agreement is being entered into Plan as in effect from time to reflect that the number of shares subject to the Option has, as a result of the stock split, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock splittime ("Plan"), the Option granted February 4, 1996 is now an Corporation hereby grants to Employee a non-statutory option to purchase an aggregate of 17,460 shares of Common Stock of the Corporation at the price of $5.50 U.S. $ per shareshare ("Option"), subject to the following terms and conditions:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date of hire. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(bc) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date of this Agreement, hereof and shall not be exercisable thereafter.
(cd) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) From After the date hereof end of one year and prior to the end of one year two years from the date hereof, not more than thirty-three percent (33.333%);
(ii) After the end of one year two years and prior to the end of two three years from the date hereof, not more than sixty-six percent (66.666%);
(iii) After the end of two three years from the date hereof, one-hundred percent (100%).
(e) Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a Change of Control.
(f) In the event of a conflict between the provisions of this Agreement and any provisions of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth in the Employment Agreement shall control.
Appears in 1 contract
The Option. On February 4, 1996 the Corporation granted Under and subject to the Employee a Non-Statutory Stock Option (the "Option"). On March 18, 1996, provisions of the Corporation's three-for-one stock split became effective and this Amended and Restated Non-Statutory Employee Stock Option Agreement is being entered into Plan as amended and as in effect from time to reflect that the number of shares subject to the Option has, as a result of the stock split, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock splittime ("Plan"), the Option granted February 4, 1996 is now an Corporation hereby grants to Employee a non-statutory option to purchase an aggregate of 17,460 461,539 shares of Common Stock of the Corporation at the price of U.S. $5.50 1.30 per shareshare ("Option"), subject to the following terms and conditions:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation until December 2, 2001, and then only to the extent that the Option is exercisable. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(bc) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five ten years from the date of this Agreement, hereof and shall not be exercisable thereafter.
(cd) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) From the date hereof and prior to the end of one year from the date hereofOn December 2, 2001, not more than thirty-three 8.333 percent (33.3338.333%);; and
(ii) After Thereafter, on the end second day of one year and prior to the end of two years from the date hereof, not more than sixty-six each calendar month an additional 8.333 percent (66.6668.333%);
(iii) After the end of two years from the date hereof; until November 2, 2002, at which time, one-hundred percent (100%)) of the Option shall be vested.
(e) Upon If a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a "Change of Control.
" (f) In the event of a conflict between the provisions of this Agreement and any provisions of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth defined in the Employment Agreement Plan) shall controloccur, then the Options shall become 100% immediately exercisable in full (to the extent that they otherwise have not expired).
Appears in 1 contract
The Option. On February 4, 1996 the Corporation granted to the Employee a Non-Statutory Stock Option (the "Option"). On March 18, 1996, the Corporation's three-for-one stock split became effective Under and this Amended and Restated Non-Statutory Stock Option Agreement is being entered into to reflect that the number of shares subject to the Option has, as a result provisions of the stock split, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock splitCorporation’s Stock Incentive Plan as in effect from time to time (“Plan”), the Option granted February 4, 1996 is now an Corporation hereby grants to Employee a non-statutory option to purchase an aggregate of 17,460 five hundred thousand (500,000) shares of Common Stock of the Corporation at the price of U.S. $5.50 1.51 per shareshare (“Option”), subject to the following terms and conditions:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereof, except as specifically provided herein otherwise. Nothing herein shall limit or restrict the Corporation’s rights to terminate the Employee’s employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(bc) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date of this Agreement, hereof and shall not be exercisable thereafter.
(cd) The number of shares of Common Stock of the Corporation with respect to which the Option may be exercised from time to time is limited to the following percentages number of the aggregate number of shares optioned hereby:
(i) From One hundred thousand (100,000) shares of the Option shall become immediately exercisable on the date hereof and prior to that the end Employee establishes his principal residence in the State of one year from Florida by purchasing a real property in the date hereof, not more than thirty-three percent (33.333%)State of Florida;
(ii) Four hundred thousand (400,000) shares of the Option shall become exercisable as follows:
(1) After the end of one year and prior to the end of two years from the date hereof, not more than sixtyone-six percent hundred thirty-three thousand three hundred and thirty-three shares (66.666%133,333);
(iii2) After the end of two years and prior to the end of three years from the date hereof, onenot more than two hundred sixty-six thousand six hundred percent and sixty-six shares (100%266,666).;
(3) After the end of three years from the date hereof, not more than four hundred thousand shares (400,000);
(e) Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a “Change of Control.
” (f) In as the event of a conflict between term is defined in the provisions of this Agreement and any provisions of the written Employment Agreement between Employee and Corporation ("Employment Agreement"Plan), the rights and duties as set forth Option shall become 100% immediately exercisable in full (to the Employment Agreement shall controlextent that the Option otherwise has not expired).
Appears in 1 contract
Sources: Non Statutory Stock Option Agreement (Cyberguard Corp)
The Option. On February 4, 1996 the The Corporation granted hereby grants to the Employee a Nonnon-Statutory Stock Option (the "Option"). On March 18, 1996, the Corporation's three-for-one stock split became effective and this Amended and Restated Non-Statutory Stock Option Agreement is being entered into to reflect that the number of shares subject to the Option has, as a result of the stock split, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock split, the Option granted February 4, 1996 is now an statutory option to purchase an aggregate of 17,460 50,000 shares of Common Stock of the Corporation at the price of $5.50 _____ per shareshare (the "Option"), subject to the following terms and conditions:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereof. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 2) is applicable) only while the Employee continues as an employee of the Corporation.
(bc) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date of this Agreementhereof, and shall not be exercisable thereafter.
(cd) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is further limited to the following percentages of the aggregate number of shares optioned hereby:
(i) From the date hereof and prior to the end of one year from the date hereof, not more than thirty-three percent (33.333%);
(ii) After the end of one year and prior to the end of two years from the date hereof, not more than thirty-three percent (33.333%); ii) After the end of two years and prior to the end of three years from the date hereof, not more than sixty-six percent (66.666%);
ii) After the end of two years and prior to the end of three years from the date hereof, not more than sixty-six percent (66.666%);
iii) After the end of two three years from the date hereof, one-hundred percent (100%).
(e) Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a Change of Control.
(f) In the event of a conflict between the provisions of this Agreement and any provisions of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth in the Employment Agreement shall control.
Appears in 1 contract
Sources: Non Statutory Stock Option Agreement (Cyberguard Corp)
The Option. On February 4, 1996 the Corporation granted to the Employee a Non-Statutory Stock Option (the "Option"). On March 18, 1996, the Corporation's three-for-one stock split became effective Under and this Amended and Restated Non-Statutory Stock Option Agreement is being entered into to reflect that the number of shares subject to the Option has, as a result provisions of the stock split, been multiplied by three Corporation’s Employee Stock Option Plan as amended and the per-share exercise price of the Option has been divided by three. As a result of the stock splitas in effect from time to time (“Plan”), the Option granted February 4, 1996 is now an Corporation hereby grants to Employee a non-statutory option to purchase an aggregate of 17,460 350,000 shares of Common Stock of the Corporation at the price of U.S. $5.50 2.45 per shareshare (“Option”), subject to the following terms and conditions:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation until January 1, 2003. Nothing herein shall limit or restrict the Corporation’s rights to terminate the Employee’s employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(bc) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date of this Agreement, hereof and shall not be exercisable thereafter.
(cd) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages amounts of the aggregate number of shares optioned hereby:
(iv) From the date hereof After January 1, 2003 and prior to the end of one year from the date hereofJanuary 1, 2004, not more than thirty-three percent (33.333%)35,000 shares;
(iivi) After the end of one year On and after January 1, 2004 and prior to the end of two years from the date hereofJanuary 1, 2005, not more than sixty-six percent (66.666%)140,000 shares;
(iiivii) After the end of two years from the date hereofOn and after January 1, one-hundred percent (100%)2005, not more than 350,000 shares.
(e) Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a Change of Control.
(f) In the event of a conflict between the provisions of this Agreement and any provisions of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth in the Employment Agreement shall control.
Appears in 1 contract
Sources: Non Statutory Stock Option Agreement (Cyberguard Corp)
The Option. On February 4, 1996 the Corporation granted Under and subject to the Employee a Non-Statutory Stock Option (the "Option"). On March 18, 1996, provisions of the Corporation's three-for-one Stock Incentive Plan as in effect from time to time ("Plan"), the Corporation hereby grants to Employee an incentive stock split became effective and this Amended and Restated Non-Statutory Stock Option Agreement option, that is being entered into intended to reflect that the number of shares subject to the Option has, as a result comply with Section 422 of the stock splitInternal Revenue Code, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock split, the Option granted February 4, 1996 is now an option to purchase an aggregate of 17,460 shares of Common Stock of the Corporation at the price of $5.50 U.S. $ per shareshare ("Option"), subject to the following terms and conditions:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date of hire. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(bc) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date of this Agreement, hereof and shall not be exercisable thereafter.
(cd) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) From the date hereof and prior to the end of one year from the date hereof, not more than thirty-three percent (33.333%);
(iiiv) After the end of one year and prior to the end of two years from the date hereof, not more than thirty-three percent (33.333%);
(v) After the end of two years and prior to the end of three years from the date hereof, not more than sixty-six percent (66.666%);
(iiivi) After the end of two three years from the date hereof, one-hundred percent (100%).
(e) Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a Change of Control.
(f) In the event of a conflict between the provisions of this Agreement and any provisions of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth in the Employment Agreement shall control.
Appears in 1 contract
The Option. On February 4, 1996 the Corporation granted to the Employee a Non-Statutory Stock Option (the "Option"). On March 18, 1996, the Corporation's three-for-one stock split became effective Under and this Amended and Restated Non-Statutory Stock Option Agreement is being entered into to reflect that the number of shares subject to the Option has, as a result provisions of the stock split, been multiplied by three Corporation’s Employee Stock Option Plan as amended and the per-share exercise price of the Option has been divided by three. As a result of the stock splitas in effect from time to time (“Plan”), the Option granted February 4, 1996 is now an Corporation hereby grants to Employee a non-statutory option to purchase an aggregate of 17,460 461,539 shares of Common Stock of the Corporation at the price of U.S. $5.50 1.30 per shareshare (“Option”), subject to the following terms and conditions:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation until December 2, 2001, and then only to the extent that the Option is exercisable. Nothing herein shall limit or restrict the Corporation’s rights to terminate the Employee’s employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(bc) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five ten years from the date of this Agreement, hereof and shall not be exercisable thereafter.
(cd) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(iiii) From the date hereof and prior to the end of one year from the date hereofOn December 2, 2001, not more than thirty-three 8.333 percent (33.3338.333%);; and
(iiiv) After Thereafter, on the end second day of one year and prior to the end of two years from the date hereof, not more than sixty-six each calendar month an additional 8.333 percent (66.6668.333%);
(iii) After the end of two years from the date hereof; until November 2, 2002, at which time, one-hundred percent (100%).
(e) Upon a Change in Control, any outstanding of the Option shall immediately become exercisable. Notwithstanding the foregoing, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a Change of Controlbe vested.
(f) In the event of a conflict between the provisions of this Agreement and any provisions of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth in the Employment Agreement shall control.
Appears in 1 contract
The Option. On February 4, 1996 the Corporation granted Under and subject to the Employee a Non-Statutory Stock Option (the "Option"). On March 18, 1996, provisions of the Corporation's three-for-one stock split became effective and this Amended and Restated Non-Statutory Employee Stock Option Agreement is being entered into Plan as in effect from time to reflect that the number of shares subject to the Option has, as a result of the stock split, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock splittime ("Plan"), the Option granted February 4, 1996 is now an Corporation hereby grants to Employee a non-statutory option to purchase an aggregate of 17,460 _________ shares of Common Stock of the Corporation at the price of U.S. $5.50 _________ per shareshare ("Option"), subject to the following terms and conditions:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the date hereof. Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(bc) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five years from the date of this Agreement, hereof and shall not be exercisable thereafter.
(cd) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) From After the date hereof end of one year and prior to the end of one year two years from the date hereof, not more than thirty-three percent (33.333%);
(ii) After the end of one year two years and prior to the end of two three years from the date hereof, not more than sixty-six percent (66.666%);
(iii) After the end of two three years from the date hereof, one-hundred percent (100%).
(e) Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a Change of Control.
(f) In the event of a conflict between the provisions of this Agreement and any provisions of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth in the Employment Agreement shall control.
Appears in 1 contract
Sources: Non Statutory Stock Option Agreement (Proctor David)
The Option. On February 4Under and subject to the provisions of the Corporation's Stock Incentive Plan as in effect from time to time (the "Plan"), 1996 the Corporation granted hereby grants to the Employee a Non-Statutory an Incentive Stock Option (the "Option"). On March 18, 1996, the Corporation's three-for-one stock split became effective and this Amended and Restated Non-Statutory Stock Option Agreement is being entered into to reflect that the number of shares subject to the Option has, as a result which complies with Section 422 of the stock split, been multiplied by three and the per-share exercise price of the Option has been divided by three. As a result of the stock split, the Option granted February 4, 1996 is now an option Internal Revenue Code ("Code") to purchase an aggregate of 17,460 28,000 shares of Common Stock of the Corporation at the price of $5.50 10.67 per share, subject to the following terms and conditions:
(a) The Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation for one year from the first date of Employee's employment, which was March 5, 1996 ("Anniversary Date"). Nothing herein shall limit or restrict the Corporation's rights to terminate the Employee's employment.
(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and (except when Section 2 is applicable) only while the Employee continues as an employee of the Corporation.
(bc) Notwithstanding any other provision of this Agreement, the Option shall expire no later than five ten (10) years from the date of this AgreementAnniversary Date, and shall not be exercisable thereafter.
(cd) The number of shares of Common Stock with respect to which the Option may be exercised from time to time is limited to the following percentages of the aggregate number of shares optioned hereby:
(i) From After the date hereof end of one year and prior to the end of one year two years from the date hereofAnniversary Date, not more than thirty-three percent (33.333%);
(ii) After the end of one year two years and prior to the end of two three years from the date hereofAnniversary Date, not more than sixty-six percent (66.666%);
(iii) After the end of two three years from the date hereofAnniversary Date, one-hundred percent (100%).
(e) Upon a Change in Control, any outstanding Option shall immediately become exercisable. Notwithstanding the foregoing, the sale of the Corporation's real-time division to Concurrent Computer Corporation shall not constitute a Change of Control.
(f) In the event of a conflict between the provisions of this Agreement and any provisions of the written Employment Agreement between Employee and Corporation ("Employment Agreement"), the rights and duties as set forth in the Employment Agreement shall control.
Appears in 1 contract