VOXWARE, INC. Stock Option Agreement Granted Under 2003 Stock Incentive Plan
Exhibit (a)(8)
VOXWARE, INC.
Stock Option Agreement
Granted Under 2003 Stock Incentive Plan
Granted Under 2003 Stock Incentive Plan
1. Grant of Option.
This agreement evidences the grant made by
Voxware, Inc. a Delaware corporation (the “Company”), on ____ (the “Grant Date”)
to _______, an employee of the Company (the “Participant”), of an option to
purchase, on the terms provided herein and in the Company’s 2003 Stock Incentive
Plan, as amended and restated (the “Plan”), up to _____ shares (the
“Shares”) of common stock, $0.001 par value per
share, of the Company (“Common Stock”), at a purchase price
of $_____ per Share (the “Exercise Price”). Unless
earlier terminated, this option shall expire at 5:00 p.m., Eastern Time, on
_________ (the “Final Exercise Date”).
The option evidenced by this
agreement:
______is intended to be an incentive stock
option (an “Incentive Option”) as defined in Section 422 of the Internal Revenue
Code of 1986, as amended, and any regulations promulgated thereunder (the
“Code”).
_____is not intended to qualify as an
Incentive Option and shall accordingly be taxable as a non-statutory option upon
exercise.
Except as otherwise indicated by the context,
the term “Participant”, as used in this option, shall be deemed to include any
person who acquires the right to exercise this option validly under its terms.
2. Vesting Schedule.
This option will vest and become exercisable
for the Shares in one or more installments in accordance with the vesting
schedule set forth on the attached Schedule 1.
As the option becomes exercisable for such
installments, those installments shall accumulate, and the option shall remain
exercisable for the accumulated installments until the earlier of the Final
Exercise Date or the termination of this option under Section 3 hereof or the
Plan.
3. Exercise of Option.
(a) Form of Exercise. Each election to exercise this option shall
be substantially in the form of the Notice of Stock Option Exercise attached to
this agreement. Such notice shall be signed by the Participant and delivered to
the Company at its principal office, accompanied by payment in full of the
Exercise Price for the purchased Shares in the manner provided in the Plan. The
Participant may purchase fewer than the number of Shares for which this option
is at the time exercisable, provided that no partial exercise of this option may
be for any fractional share.
(b) Continuous Relationship with the Company
Required. Except as
otherwise provided in this Section 3, this option may not be exercised unless
the Participant, at the time he or she exercises this option, is, and has been
at all times since the Grant Date, an employee or officer of, or consultant or
advisor to, the Company or any parent or subsidiary of the Company as defined in
Section 424(e) or (f) of the Code (an “Eligible Participant”).
(c) Termination of Relationship with the
Company. If the
Participant ceases to be an Eligible Participant for any reason, then, except as
provided in paragraphs (d) and (e) below, the right to exercise this option
shall terminate three months after such cessation of Eligible
Participant status (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the
extent that the Participant was entitled to exercise this option on the date of
such cessation of Eligible Participant status. Notwithstanding the foregoing, if
the Participant, prior to the Final Exercise Date, violates the non-competition,
non-solicitation or confidentiality provisions of any employment contract,
confidentiality and nondisclosure agreement or other agreement between the
Participant and the Company, the right to exercise this option shall terminate
immediately upon written notice to the Participant from the Company
describing such violation.
(d) Exercise Period Upon Death or
Disability. If the
Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of
the Code) prior to the Final Exercise Date while he or she is an Eligible
Participant and the Company has not otherwise terminated such relationship for
“cause” as specified in paragraph (e) below, this option shall be exercisable,
within the one- year period measured from the date of the Participant’s death or
disability, by the Participant (or in the case of death by an authorized
transferee), provided that this option shall be exercisable only to the
extent that this option was exercisable by the Participant on the date of his or
her death or disability, and further provided that this option shall not be
exercisable after the Final Exercise Date.
(e) Discharge for Cause. If the Participant, prior to the Final
Exercise Date, is discharged by the Company for “cause” (as defined below), the
right to exercise this option shall terminate immediately upon the effective
date of such discharge. “Cause” shall mean willful misconduct by the Participant
or willful failure by the Participant to perform his or her responsibilities to
the Company (including, without limitation, breach by the Participant of any
provision of any employment, consulting, advisory, nondisclosure,
non-competition or other similar agreement between the Participant and the
Company), as determined by the Company, which determination shall be conclusive.
The Participant shall also be considered to have been discharged for “Cause” if
the Company determines, within 30 days after the Participant’s resignation, that
discharge for cause was warranted. Notwithstanding the foregoing, in the event
the Participant has an employment or other agreement with the Company that
defines “cause”, the definition of “cause” as set forth in such agreement shall
control.
4. Tax Withholding.
No Shares will be issued pursuant to
the exercise of this option unless and until the Participant pays to the
Company, or makes provision satisfactory to the Company for payment of, any
federal, state and local withholding taxes required by law to be withheld in
respect of this option.
5. Nontransferability of
Option.
This option may not be sold, assigned,
transferred, pledged or otherwise encumbered by the Participant, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the lifetime of the Participant, this option shall be
exercisable only by the Participant.
6. Provisions of the Plan.
This option is subject to the provisions of
the Plan, a copy of which is furnished to the Participant with this option.
7. Additional Terms Applicable to an Incentive
Option. In the event this
option is designated an Incentive Option, the following terms and conditions
shall also apply to the grant:
(a) If the Participant disposes of Shares acquired upon exercise of this
option within two years from the Grant Date or one year after such Shares were
acquired pursuant to exercise of this option, the Participant shall notify the
Company in writing of such disposition.
(b) This option shall cease to qualify for favorable tax treatment as an
Incentive Option if (and to the extent) this option is exercised for one or more
Shares: (i) more than three (3) months after the date the Participant ceases to
be an employee of the Company (or any parent or subsidiary of the Company) for
any reason other than death or permanent disability (as defined in Code Section
22(e)(3)) or (ii) more than twelve (12) months after the date the Participant
ceases to be an employee of the Company by reason of Permanent Disability.
(c) No installment under this option shall qualify for favorable tax
treatment as an Incentive Option if (and to the extent) the aggregate fair
market value (determined at the Grant Date) of the Common Stock for which such
installment first becomes exercisable hereunder would, when added to the
aggregate value (determined as of the respective date or dates of grant) of the
Common Stock and any other securities for which this option or one or more other
Incentive Options granted to the Participant prior to the Grant Date (whether
under the Plan or any other option plan of the Company or any parent or
subsidiary) first become exercisable during the same calendar year, exceed One
Hundred Thousand Dollars ($100,000) in the aggregate. To the extent the One
Hundred Thousand Dollar ($100,000) limitation is exceeded in any calendar year,
this option shall be taxable as a non-statutory option as to the
excess.
(d) Should this option vest and become
exercisable on an accelerated basis in connection with a change in control or
ownership of the Company, then this option shall qualify for favorable tax
treatment as an Incentive Option only to the extent the aggregate fair market
value (determined at the Grant Date) of the Common Stock for which this option
first becomes exercisable in the calendar year in which such change in control
or ownership occurs does not, when added to the aggregate value (determined as
of the respective date or dates of grant) of the Common Stock and any other
securities for which this option or one or more other Incentive Options granted
to the Participant prior to the Grant Date (whether under the Plan or any other
option plan of the Company or any parent or subsidiary) first become exercisable
during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in
the aggregate. To the extent the One Hundred Thousand Dollar ($100,000)
limitation is exceeded in such calendar year, this option shall be taxable as a
non-statutory option as to the excess.
(e) Should the Participant hold, in addition to this option, one or more
other options to purchase Common Stock which become exercisable for the first
time in the same calendar year as this option, then for purposes of the
foregoing limitations on the exercisability of such options as Incentive
Options, this option and each of those other options shall be deemed to become
first exercisable in that calendar year on the basis of the chronological order
in which they were granted, except to the extent otherwise provided under
applicable law or regulation.
IN WITNESS WHEREOF, the Company has caused
this option to be executed under its corporate seal by its duly authorized
officer. This option shall take effect as a sealed instrument.
| Voxware, Inc. | |||||
| Dated: | By: | ||||
| Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||||
| Title: President and CEO | |||||
Schedule 1
Vesting Schedule
Vesting Schedule
The option shall vest
and become exercisable for the Shares in one or more installments in accordance
with the following schedule:
| Vesting Date | Number of Shares Vesting on Such Date |
Total: |
The number and/or
class of securities for which this option shall become exercisable on each such
vesting date shall be equitably adjusted in the event of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares, spin-off
transaction or other change affecting the outstanding common stock of the
Company as a class without the Company’s receipt of consideration, or should the
value of outstanding shares of the Company’s common stock be substantially
reduced as a result of a spin-off transaction or an extraordinary dividend or
distribution.
NOTICE
OF STOCK OPTION EXERCISE
Date:
____________
Voxware,
Inc.
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Attention:
Treasurer
I am the holder of an Incentive Option granted
to me under the Voxware, Inc. (the “Company”) 2003 Stock Incentive Plan, as
amended and restated, on ______ for the purchase of up to ______ shares of
Common Stock of the Company at a purchase price of $_____ per
share.
I hereby exercise my option to purchase
_________ shares of Common Stock (the “Shares”), for which I have enclosed a
check payable to the Company’s order in the amount of ________ representing the
aggregate exercise price payable for the Shares and the applicable federal,
state and local withholding taxes. Please register my stock certificate as
follows:
| Name(s): | ||||
| Address: | ||||
| Tax I.D. #: | ||||
Very truly
yours,
| (Signature) | |
PARTICIPANT’S ACCEPTANCE
The
undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof. The undersigned hereby acknowledges receipt of a copy of the
Company’s 2003 Stock Incentive Plan, as amended and restated.
| PARTICIPANT | ||
| Signature: | ||
| Name: | ||
| Address: | ||
| Date: | ||
Fax to HR at
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