Exhibit 10.41
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
UNDER THE MOLDFLOW CORPORATION
2000 STOCK OPTION AND INCENTIVE PLAN
Name of Optionee:__________________________
No. of Option Shares: __________
Option Exercise Price per Share:_______________
[FMV]
Grant Date:____________________ Grant Number:_______________________
Expiration Date:____________________
Pursuant to the Moldflow Corporation 2000 Stock Option and Incentive
Plan (the "Plan") as amended through the date hereof, Moldflow Corporation (the
"Company") hereby grants to the Optionee named above, who is a Director of the
Company but is not an employee of the Company, an option (the "Stock Option") to
purchase on or prior to the Expiration Date specified above all or part of the
number of shares of Common Stock, par value $.01 per share (the "Stock") of the
Company specified above at the Option Exercise Price per Share specified above
subject to the terms and conditions set forth herein and in the Plan.
1. VESTING. No portion of this Stock Option may be exercised until this
Stock Option shall have vested. Except as set forth below, this Stock Option
shall be vested and exercisable as to ________shares on the first anniversary of
the Grant Date and vested and exercisable as to ________shares on the second
anniversary of the Grant Date.
In the event of the termination of the Optionee's service as a director
of the Company because of Disability (as defined below) or death, this Stock
Option shall become immediately vested and exercisable in full, whether or not
vested and exercisable at such time. Once vested, this Stock Option shall
continue to be exercisable at any time or times prior to the close of business
on the Expiration Date, subject to the provisions hereof and of the Plan. The
term "Disability" shall mean that condition described in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended (the "Code"). In the event of a
dispute, the determination of Disability will be made by the Administrator (as
defined in Section 2(a) of the Plan) in good faith and with the advice of a
physician competent in the area to which such Disability relates.
2. EXERCISE OF STOCK OPTION.
(a) The Optionee may exercise this Option only in the following manner:
from time to time on or prior to the Expiration Date of this Option, the
Optionee may give written notice to the Company of his or her election to
purchase some or all of the vested Option Shares purchasable at the time of such
notice. This notice shall specify the number of Option Shares to be purchased.
Payment of the purchase price for the Option Shares may be made by one
or more of the following methods: (i) in cash, by certified or bank check or
other instrument acceptable to the Administrator; (ii) in the form of shares of
Stock that are not then subject to restrictions under any Company plan and that
have been held by the Optionee for at least six months; (iii) by the Optionee
delivering to the Company a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company cash or
a check payable and acceptable to the Company to pay the option purchase price,
provided that in the event the Optionee chooses to pay the option purchase price
as so provided, the Optionee and the broker shall comply with such procedures
and enter into such agreements of indemnity and other agreements as the
Administrator shall prescribe as a condition of such payment procedure; or (iv)
a combination of (i), (ii) and (iii) above. Payment instruments will be received
subject to collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for the
Option Shares, as set forth above and any agreement, statement or other evidence
that the Company may require to satisfy itself that the issuance of Stock to be
purchased pursuant to the exercise of Options under the Plan and any subsequent
resale of the shares of Stock will be in compliance with applicable laws and
regulations.
(b) Certificates for shares of Stock purchased upon exercise
of this Stock Option shall be issued and delivered to the Optionee upon
compliance to the satisfaction of the Administrator with all requirements under
applicable laws or regulations in connection with such issuance and with the
requirements hereof and of the Plan. The determination of the Administrator as
to such compliance shall be final and binding on the Optionee. The Optionee
shall not be deemed to be the holder of the shares subject to this Stock Option,
or to have any of the rights of a holder, unless and until this Stock Option
shall have been exercised pursuant to the terms hereof, the Company shall have
issued and delivered the shares to the Optionee, and the Optionee's name shall
have been entered as the stockholder of record on the books of the Company.
Thereupon, the Optionee shall have full voting, dividend and other ownership
rights with respect to such shares of Stock.
(c) Notwithstanding any other provision hereof or of the Plan,
no portion of this Stock Option shall be exercisable after the Expiration Date
hereof.
3. TERMINATION AS DIRECTOR. If the Optionee ceases to be a Director of
the Company, the period within which to exercise the Stock Option may be subject
to earlier termination as set forth below.
(a) TERMINATION BY REASON OF DEATH. If the Optionee ceases to
be a Director by reason of death, any Stock Option held by the Optionee may be
exercised by his or her legal representative or legatee for a period of twelve
(12) months from the date of death or until the Expiration Date, if earlier.
(b) OTHER TERMINATION. If the Optionee ceases to be a Director
for any reason other than Cause or death, any Stock Option held by the Optionee
may be exercised for a period of three (3) months from the date of termination
or until the Expiration Date, if earlier.
4. INCORPORATION OF PLAN. Notwithstanding anything herein to the
contrary, this Stock Option shall be subject to and governed by all the terms
and conditions of the Plan. Capitalized terms in this Agreement shall have the
meaning specified in the Plan, unless a different meaning is specified herein.
5. TRANSFERABILITY. This Agreement is personal to the Optionee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution. This
Stock Option is exercisable, during the Optionee's lifetime, only by the
Optionee, and thereafter, only by the Optionee's legal representative or
legatee.
6. MISCELLANEOUS.
(a) Notice hereunder shall be given to the Company at its
principal place of business, and shall be given to the Optionee at the address
set forth below, or in either case at such other address as one party may
subsequently furnish to the other party in writing.
(b) This Stock Option does not confer upon the Optionee any
rights with respect to continuance as a Director.
(c) Pursuant to Section 15 of the Plan, the Administrator may
at any time amend or cancel any outstanding portion of this Stock Option, but no
such action may be taken which adversely affects the Optionee's rights under
this Agreement without the Optionee's consent.
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MOLDFLOW CORPORATION
By:
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Name:
Title:
The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated: ------------------------------
--------------------------------- Optionee's Signature
Optionee's name and address:
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