EXHIBIT (d)(2)
MERCATOR SOFTWARE, INC.
1997 EQUITY INCENTIVE PLAN
OPTION GRANT
The attached Notice of Grant of Stock Options and Option Agreement (the
"Notice") and this Option Grant together comprise the Stock Option Agreement
(this "Agreement"). This Agreement is made and entered into as of the Effective
Date (the "Effective Date") set forth on the attached Notice by and between
Mercator Software, Inc., a Delaware corporation (the "Company") and the
individual named on the Notice ("Participant"). The Company hereby grants a
stock option ("Option") to Participant pursuant to the Company's 1997 Equity
Incentive Plan (the "Plan") to purchase shares of the Company's Common Stock as
described in this Agreement. This Option is subject to all of terms and
conditions of the Plan, which is incorporated into this Agreement by reference.
All capitalized terms in this Agreement that are not defined in the Agreement
have the meanings given to them in the Plan.
SHARES AND EXERCISE PRICE: Participant may purchase up to the total number of
shares of Common Stock of the Company set forth on
the Notice (collectively, the "Shares") at the
exercise price per share set forth on the Notice
(the "Exercise Price"), subject to all of the
terms and conditions of this Agreement and the
Plan.
Vesting Schedule: So long as Participant is providing services to
the Company or any Subsidiary of the Company, this
Option shall become cumulatively vested and
exercisable as to portions of the Shares set forth
on the Notice. Shares that have vested pursuant to
this schedule are "Vested" Shares. On Termination,
vesting will cease and Participant may exercise
the Option only as provided in Section 5.6 of the
Plan. Vesting may also be suspended in accordance
with Company policies, as described in Section 5.6
of the Plan. Unless earlier terminated pursuant to
Section 5.6, this Option shall expire on the
Expiration Date (the "Expiration Date") set forth
on the Notice and must be exercised if at all
prior to the earlier of the Expiration Date or the
date on which this Option is earlier terminated in
accordance with Section 5.6 of the Plan.
To exercise this Option, Part icipant must follow the exercise procedures
established by the Company. This Option may be exercised only with respect to
Vested Shares. Payment of the Exercise Price for the Shares may be made (a) in
cash (by check); (b) if a public market exists for the Company's Common Stock,
by means of a Same Day Sale Commitment from Participant and an NASD Dealer (as
described in Section 8.1 of the Plan); and/or (c) by any combination of the
foregoing. Upon exercise of this Option, Participant understands that the
Company may be required to withhold taxes.
This Agreement (including the Plan, which is incorporated herein by reference)
constitutes the entire agreement between the Company and the Participant with
respect to this Option, and supersedes all prior agreements or promises with
respect to the Option. Except as provided in the Plan, this Agreement may be
amended only by a written document signed by the Company and the Participant.
Subject to the terms of the Plan, the Company may assign any of its rights and
obligations under this Agreement, and this Agreement shall be binding on, and
inure to the benefit of, the successors and assigns of the Company. Subject to
the restrictions on transfer of the Option described in the Plan, this Agreement
shall be binding on Participant's permitted successors and assigns (including
heirs, executors, administrators and legal representatives). All notices
required under this Agreement or the Plan must be mailed or hand-delivered to
the Company or the Participant at their respective addresses set forth in this
Agreement, or at such other address designated in writing by either of the
parties to the other.
PARTICIPANT'S ACCEPTANCE
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I accept this Agreement and agree to the terms and conditions in this Agreement
and the Plan. I acknowledge that I have received a copy of the Plan, and I
understand and agree that this Agreement is not meant to interpret, extend, or
change the Plan in any way, nor to represent the full terms of the Plan. If
there is any discrepancy, conflict or omission between this Agreement and the
provisions of the Plan as interpreted by the Company, the provisions of the Plan
shall apply.
Signature: _______________________________________________
Date: ____________________________________________________
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Notice of Grant of Stock Options Mercator Software, Inc.
And Option Agreement ID: ▇▇-▇▇▇▇▇▇▇
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________________________________________________________________________________
[Name] Option Number:
[Street Address] Plan:
[City/state/zip/country] ID:
________________________________________________________________________________
Effective [date], you have been granted a(n) Incentive Stock Option [Non-
Qualified Stock Option] to buy _____ shares of Mercator Software, Inc. (the
Company) stock at $__________ per share.
The total option price of the shares granted is $____________.
Shares in each period will become fully vested on the date shown.
Shares Vest Type Full Vest Expiration
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