QLIK TECHNOLOGIES INC. — OMNIBUS STOCK OPTION AND AWARD PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Exhibit 10.27
QLIK TECHNOLOGIES INC. — OMNIBUS STOCK OPTION AND AWARD PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made and entered
into as of the
30th day of September, 2006, by and between QLIK TECHNOLOGIES INC., a
Delaware corporation (the “Corporation”), and ▇▇▇▇ ▇▇▇▇▇ (the “Participant”).
Statement of Purpose
The Participant is an employee of the Corporation or a Subsidiary who provides, and is
expected to continue to provide, significant contributions to the success of the Corporation or a
Subsidiary. To recognize this service and to provide an incentive for future service, the
Participant is hereby granted a Non-Qualified Stock Option to purchase shares of the Corporation’s
Series A Common Stock pursuant to the terms of the Qlik Technologies Inc. Omnibus Stock Option and
Award Plan (the “Plan”). In that regard, the Corporation and the Participant desire to
restrict the sale of the shares of the Corporation’s Series A Common Stock issuable to the
Participant upon exercise of the option granted hereunder to provide for the repurchase of such
shares in certain instances on the terms and conditions hereinafter set forth. Capitalized terms
used and not otherwise defined in this Agreement shall have the meanings set forth in the Plan.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties hereto, intending to be legally bound, hereby agree as follows:
1. Award. The Participant is hereby granted the option to purchase 180601 shares of
the Corporation’s Series A Common Stock (the “Option”). The Option Period shall commence
on the Grant Date, September 30th, 2006, and shall terminate on September, 2016. The
Option Price shall be $0.6298 per share.
2.
Vesting and Exercise of Options. Except as otherwise provided hereunder, the
Option shall vest and be exercisable from time to time in accordance with the following schedule
(purchases may be cumulative); provided, that as of each such date the Participant is still
employed by the Corporation or a Subsidiary:
On or after the dates set forth below, the right to purchase up to the following number of
shares subject to the Option may be exercised:
September 30th |
2007 | 25,00 | % | |||
December 30th |
2007 | 6,25 | % | |||
March 30th |
2008 | 6,25 | % | |||
June 30th |
2008 | 6,25 | % | |||
September 30th |
2008 | 6,25 | % | |||
December 30th |
2008 | 6,25 | % | |||
March 30th |
2009 | 6,25 | % | |||
June 30th |
2009 | 6,25 | % | |||
September 30th |
2009 | 6,25 | % | |||
December 30th |
2009 | 6,25 | % | |||
March 30th |
2010 | 6,25 | % | |||
June 30th |
2010 | 6,25 | % | |||
September 30th |
2010 | 6,25 | % |
3.
Termination of Options.
(a) The Option may not be exercised after the expiration of the Option Period and is only
exercisable as provided in Section 4 of this Agreement. The Option hereby granted shall terminate
and be of no force or effect upon the expiration of the Option Period. In addition, if the
Participant has a Termination of Service during the Option Period for any reason, the unvested
portion of the Option shall terminate.
(b) Subject to the limitations set forth in this Agreement and in the Plan, the Participant
may exercise the vested portion of the Option in whole or in part at any time or from time to time
from the Grant Date until the first to occur of:
(i) three months following the date of the Participant’s Termination of Service for any
reason other than death or Disability;
(ii) one year following the date of the Participant’s death, if an employee at the time
of death (during which one year period the Option may be exercised (to the extent otherwise
exercisable) by the person to whom the Participant’s rights hereunder shall have passed by
will or by the laws of descent and distribution (hereinafter, a “Successor”));
(iii) one year following the date of the Participant’s Termination of Service due to
Disability; or
(iv) the expiration of the Option Period.
4. Exercise of Options.
(a) Notice of Exercise. The Option may be exercised by written notice to the
Corporation at the address set forth in Section 10 hereof, or such other address to which the
principal office of the Corporation may be relocated, which notice shall: (i) be signed by the
Participant (or, if applicable, by the Participant’s Successors); (ii) state the number of shares
with respect to which the Option is being exercised; and (iii) contain such other information as
the Committee may require.
(b) Payment of Option Price. Payment in full of the Option Price shall be made at the
time of the written notice of exercise of the Option: (i) in cash or by check payable to the order
of the Corporation; (ii) by delivery of shares of Series A Common Stock already owned by and in the
Participant’s possession; or (iii) any combination thereof. Shares of Series A Common Stock which
the Participant previously held and surrendered in accordance with rules and regulations adopted by
the Committee for the purpose of making full or partial payment of the Option Price shall be valued
for such purpose at the Fair Market Value thereof on the date the Option, or portion thereof, is
exercised.
(c) Conditions to Exercise. As a condition to the exercise of the Option and the
issuance of shares of the Corporation’s Series A Common Stock upon exercise thereof, the
Corporation may:
(i) require the Participant to satisfy any qualifications that may be necessary or
appropriate to evidence compliance with any applicable law or regulation and make any
representation or warranty with respect thereto as may be requested by the Corporation; and
(ii) obtain such agreements or undertakings from the Participant, if any, as the
Corporation may deem necessary or advisable to insure that the Participant is bound with
respect to any transfer or other restrictions that may be contained in any agreement among,
or restricting
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the rights of, the Corporation’s Series A Common Stock stockholders at the time of
exercise, or with respect to any restrictions imposed upon stockholders by underwriters in
connection with a public offering referred to in Section 9.
(d) Certificates. As soon as practicable after each of the Participant’s notice of
exercise described in Section 4(a) above and the Option Price have been received by the
Corporation, the Corporation shall deliver to the Participant a stock certificate registered in the
Participant’s name representing the shares of Series A Common Stock to be issued under the Option.
(e) Acceleration. If, in connection with a Change of Control, the surviving entity
does not permit the Participant to participate in an incentive plan substantially similar, in the
Company’s sole determination, to the Plan, the Option vesting schedule set forth in Section 2 above
shall be accelerated by a period of 12 months measured from the date of such Change of Control.
5. Representations of Participant. The Participant represents and agrees as follows:
(a) Ownership of Shares. Following exercise of all or a portion of the Option, the
Participant will be the owner of the shares of the Series A Common Stock of the Corporation issued
upon exercise (the “Award Shares”), free and clear of any liens or encumbrances, except for
restrictions set forth in the Plan, any agreement among the Series A Common Stock stockholders, or
otherwise referenced herein. The Participant agrees that this Agreement shall be applicable to
such Award Shares.
(b) No Registration of Shares. The Participant acknowledges that, in addition to the
restrictions on transfer contained in this Agreement, the Participant has been informed by the
Corporation that, inasmuch as the Award Shares have not been registered under the Securities Act of
1933, as amended (the “Act”) such securities must be held indefinitely unless subsequently
registered or an exemption from registration is available. The Participant further acknowledges
that the Corporation is under no obligation either to register the Award Shares or to take any
action to make available any exemption from registration or to supply any information to facilitate
sales of such securities. The Participant represents and warrants that the Award Shares will be
acquired by the Participant for investment and not with a view to the distribution thereof and
that, under no circumstances, shall such securities be transferred in violation of federal or state
securities laws. The Participant further agrees that there shall be either lodged with any stock
transfer agent for the Corporation or noted on the stock transfer records of the Corporation a stop
transfer order against the Award Shares and that there shall be imprinted upon the certificate or
certificates issued to the Participant evidencing such Award Shares a legend reading substantially
as follows:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF EFFECTIVE REGISTRATION UNDER SAID ACT AND LAWS OR THE
AVAILABILITY OF AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF.
THE ISSUER HEREOF MAY, AS A CONDITION TO ITS EFFECTING ANY TRANSFER HEREOF, REQUIRE
AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH TRANSFER DOES NOT
VIOLATE SAID REQUIREMENTS.”
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6. Corporation’s Right to Repurchase Award Shares following Termination of Service.
(a) If there is a Termination of Service with respect to the Participant for any reason at
anytime (including, without limitation, the Participant’s death or Disability), then the
Corporation shall have the right, but not the obligation, to repurchase any Award Shares at a
purchase price per share determined as set forth in Section 6(b) below.
(b) The Corporation’s right to repurchase Award Shares following the Participant’s
Termination of Service as provided in Section 6(a) above may be exercised in whole or in part by
the Corporation, if at all, by the Corporation’s delivery to the Participant, within the 90 days
following the Termination of Service, of written notice of the Corporation’s election to
exercise. Such notice shall set forth the number of Award Shares to be purchased and the date
and time of closing of the purchase; provided that the date specified for closing shall not be
less than ten (10) days nor more than thirty (30) days from the date of the notice of election to
exercise. To the extent the Corporation does not initially elect to purchase all of the Award
Shares hereunder in its first written notice of election to exercise, the Corporation may, within
the 90-day period specified herein, elect to exercise its right to purchase any remaining Award
Shares by delivering to the Participant an additional written notice(s) of election to exercise
in the manner provided above; provided, however, that unless otherwise agreed by the parties, the
closing date for all purchases under this Section 6 shall be on the closing date set forth in the
initial notice. On or before the closing set forth in the notice(s) of election to exercise, the
Participant shall deliver to the Corporation the certificates representing the Award Shares being
purchased, duly endorsed for transfer to the Corporation, together with such additional documents
or instruments of transfer as the Corporation may request, in accordance with such notice. The
Corporation shall thereafter promptly send to the Participant payment for such purchase by check
or wire transfer based on a per share purchase price determined as follows:
(i) Termination of Service for Any Reason Other than Termination for Cause. If the Participant’s Termination of Service is for any reason other than the termination
of the Participant’s employment at any time by the Corporation with Cause (as defined
below), including, without limitation, the Participant’s death, Disability, or voluntary
termination by the Participant of his or her employment with the Corporation, then the
per share purchase price of the Award Shares shall be their Fair Market Value.
(ii) Termination of Service Due to Participant’s Termination With Cause. If
the Participant’s Termination of Service is due to the termination of the Participant’s
employment at any time by the Corporation with Cause, then the per share price of the
Award Shares shall be the Option Price per share paid by the Participant for such Award
Shares, as adjusted for any stock splits, stock dividends, recapitalizations or the like
(the “Participant’s Original Cost”).
(c) Definition of “Cause”. For purposes of this Agreement, the term “Cause” shall
mean termination with the approval of the Board: (i) because of willful misconduct of a material
nature by the Participant in connection with the performance of the participant’s duties as an
employee; (ii) because of the Participant’s use of alcohol or illegal drugs that affects the
Participant’s ability to perform his or her assigned duties as an employee; (iii) because of the
Participant’s conviction of a felony or serious misdemeanor involving moral turpitude; (iv)
because of the Participant’s embezzlement or theft from the Corporation; (v) because of the
participant’s gross inattention to or dereliction of duty; or (vi) because of performance by the
Participant of any other willful act(s) which the Participant knew or reasonably should have
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known would be materially detrimental to the Corporation; provided, however, that prior to
the determination by the Board that “Cause” as described in clause (i), (v) or (vi) above has
occurred, the Board shall (A) provide to the Participant in writing, in reasonable detail, the
reasons for the Board’s determination that such “Cause” exists, (B) afford the Participant a
reasonable opportunity to remedy any such breach, (C) provide the Participant an opportunity to
be heard at the Board meeting where the final decision to terminate the Participant’s employment
hereunder for such “Cause” is to be considered, and (D) make any decision that such “Cause”
exists in good faith.
7. Corporation’s Right of First Refusal.
(a) If at any time the Participant proposes to Transfer (as defined in Section 7(g) below)
any Award Shares (including, without limitation, any securities acquired upon conversion thereof
or by way of any stock split, stock dividend, recapitalization or the like), then the Participant
shall promptly give the Corporation advance written notice of the Participant’s intention to make
the Transfer (the “Transfer Notice”). The Transfer Notice shall include: (i) a description of
the Award Shares to be transferred (the “Offered Shares”), (ii) the name(s) and address(es) of
the prospective transferee(s), (iii) the consideration, and (iv) the material terms and
conditions upon which the proposed Transfer is to be made. The Transfer Notice shall certify
that the Participant has received a bona fide firm offer from the prospective transferee(s) and
in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth
in the Transfer Notice. The Transfer Notice shall also include a copy of any written proposal,
term sheet or letter of intent or other agreement relating to the proposed Transfer. In the
event that the transfer is being made pursuant to the provisions of Section 7(e), the Transfer
Notice shall state under which specific subsection the Transfer is being made.
(b) The Corporation shall have the right, but not the obligation, for a period of thirty
(30) days from receipt by the Corporation of the Transfer Notice to elect to purchase the Offered
Shares at the same price and subject to the same material terms and conditions as described in
the Transfer Notice. The Corporation may exercise such purchase option and purchase all or any
portion of the Offered Shares by notifying the Participant in writing before expiration of such
thirty (30) day period as to the number of such Offered Shares that the Corporation wishes to
purchase. If the Corporation gives the Participant notice that it desires to purchase such
shares, then payment for the Offered Shares shall be by check or wire transfer, against delivery
of the Offered Shares to be purchased at a place agreed upon between the parties and at the time
of the scheduled closing therefor, which shall be no later than sixty (60) days after receipt by
the Corporation of the Transfer Notice, unless the Transfer Notice contemplated a later closing
with the prospective third-party transferee(s) or unless the value of the purchase price has not
yet been established pursuant to Section 7(c).
(c) Should the purchase price specified in the Transfer Notice be payable in property other
than cash or evidences of indebtedness, the Corporation shall have the right to pay the purchase
price in the form of cash equal in amount to the fair market value of such property. If the
Participant and the Corporation cannot agree on such cash value within thirty (30) days after
receipt by the Corporation of the Transfer Notice, the valuation shall be made by an appraiser of
recognized standing in the United States selected by the Participant and the Corporation or, if
they cannot agree on an appraiser within forty (40) days after receipt by the Corporation of the
Transfer Notice, each shall select an appraiser of recognized standing in the United States and
those appraisers shall designate a third appraiser of recognized standing in the United States,
whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared
equally by the Participant and the Corporation. If the time for the closing of the Corporation’s
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purchase has expired but the determination of the value of the purchase price offered by the
prospective transferee(s) has not been finalized, then such closing shall be held on or prior to
the tenth business day after such valuation shall have been made pursuant to this Section 7(c).
(d) To the extent that the Corporation has not exercised its right to purchase the Offered
Shares within the time periods specified in Section 7(b), the Participant shall have a period of
thirty (30) days from the expiration of such right in which to sell the Offered Shares, upon
terms and conditions (including the purchase price) no more favorable than those specified in the
Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The
third-party transferee(s) shall acquire the Offered Shares subject to the Corporation’s continued
right of first refusal under this Agreement and must agree in writing to be bound with respect
thereto. In the event the Participant does not consummate the sale or disposition of the Offered
Shares within the thirty (30) day period from the expiration of this right, the Corporation’s
first refusal right shall continue to be applicable to any subsequent disposition of the Offered
Shares by the Participant until such right lapses in accordance with the terms of this Agreement.
Furthermore, the exercise or non-exercise of the right of the Corporation under this Section 7
to purchase the Offered Shares from the Participant shall not adversely affect its right to make
subsequent purchases from the Participant of Offered Shares.
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(e) Notwithstanding the provisions of Sections 7(a) and 7(b) of this Agreement, the first
refusal right of the Corporation shall not apply to: (i) the Transfer of Award Shares to any
spouse or member of the Participant’s immediate family, or to a custodian, trustee (including a
trustee of a voting trust), executor, or other fiduciary for the account of the Participant’s
spouse or members of the Participant’s immediate family, or to a trust for the Participant’s own
self, or a charitable remainder trust, or (ii) any sale of Award Shares to the public pursuant to
a registration statement filed with, and declared effective by, the U.S. Securities and Exchange
Commission under the Act; provided, however, that in the event of any Transfer made pursuant to
one of the exemptions provided by clause (e)(i): (A) the Participant shall inform the Corporation
in writing of such Transfer prior to effecting it, and (B) each such transferee or assignee,
prior to the completion of the Transfer, shall have executed documents assuming the obligations
of the Participant under this Agreement with respect to the transferred Award Shares in a form
approved by the Corporation. Such transferred Award Shares shall remain subject to the
provisions of this Section 7, and such pledgee, transferee or donee shall be treated as the
“Participant” for purposes of this Agreement.
(f) Except as otherwise provided in this Agreement, the Participant will not sell, assign,
transfer, pledge, hypothecate or otherwise encumber or dispose of in any way, all of any part of
or any interest in the Award Shares. Any sale, assignment, transfer, pledge, hypothecation or
other encumbrance or disposition of Award Shares not made in conformance with this Agreement
shall be null and void, shall not be recorded on the books of the Corporation and shall not be
recognized by the Corporation.
(g) For purposes of this Section 7, the term “Transfer” shall include any sale, assignment,
encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or
descent, or other transfer or disposition of any kind, including, but not limited to, transfers
pursuant to divorce or legal separation, transfers to receivers, levying creditors, trustees or
receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether
voluntary, involuntarily or by operation of law, directly or indirectly, of any of the Award
Shares.
(h) All certificates representing the Award Shares, in addition to other legends that may be
required by applicable law or pursuant to agreement of the Corporation’s stockholders, shall bear
the following legend:
“THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN NON-QUALIFIED
STOCK OPTION AWARD AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE CORPORATION. COPIES
OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
CORPORATION.”
(i) The Corporation’s first refusal right hereunder shall terminate and be of no further
force or effect upon the earlier of: (i) the consummation of a bona fide, firmly underwritten
public offering of shares of the Corporation’s common stock at a public offering price which is
not less than $3.15 per share (as adjusted for any stock splits, stock dividends, combinations,
subdivisions, recapitalizations or the like) and greater than $30,000,000.00 in the aggregate, or
(ii) the consummation of a Liquidation Event, as that term is defined in the Corporation’s
Certificate of Incorporation (as amended from time to time).
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8. Change of Control. Notwithstanding any provision of this Agreement to the
contrary, in the event of a Change of Control, the Corporation’s option to repurchase Award
Shares under Section 6 shall terminate simultaneously with the consummation of such Change of
Control if the Participant is actively employed with the Corporation on the date of such Change
of Control, but in such event the Award Shares held by the Participant shall remain subject to
the Corporation’s right of first refusal under Section 7 hereof, and may be subject to
restrictions on transferability to the extent required by applicable law.
9. Market Stand-Off. In connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration statement filed under
the Act, including the Corporation’s initial public offering, the Participant or any person to
whom the Participant has directly or indirectly transferred any Award Shares under this Agreement
(a “Transferee”) shall not directly or indirectly sell, make any short sale of, loan,
hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of,
purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or
agree to engage in any of the foregoing transactions with respect to, any Award Shares acquired
under this Agreement without the prior written consent of the Corporation or its underwriters.
Such restriction (the “MarketStand-Off”) shall be in effect for such period of time
following the date of the final prospectus for the offering as may be requested by the
Corporation or such underwriters. In no event, however, shall such period exceed 180 days. The
Market Stand-Off shall in any event terminate two years after the date of the Corporation’s
initial public offering. In the event of the declaration of a stock dividend, a spin-off, a
stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Corporation’s outstanding securities without receipt of consideration, any new,
substituted or additional securities which are by reason of such transaction distributed with
respect to any Award Shares subject to the Market Stand-Off, or into which such shares thereby
become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce
the Market Stand-Off, the Corporation may impose stop-transfer instructions with respect to the
Award Shares acquired under this Agreement until the end of the applicable stand-off period. The
Corporation’s underwriters shall be beneficiaries of the agreement set forth in this Section 9.
This Section 9 shall not apply to Award Shares registered in the public offering under the Act,
and the Participant or a Transferee shall be subject to this Section 9 only if the directors and
officers of the Corporation are subject to similar arrangements.
10. Notices. Any notice given hereunder must be in writing and shall be deemed given
when either personally delivered or placed in the United States mail by registered or certified
mail, return receipt requested, postage prepaid, addressed to the parties to whom such notice is
being given at the following addresses:
As to the Corporation:
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Qlik Technologies Inc. Science Park Ideon ▇-▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇ Attention: Måns ▇▇▇▇▇▇▇, President |
|
As to Participant:
|
last address shown on the books of the Corporation |
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11. Failure to Close; Remedies. In the event that the Corporation or the
Participant shall fail or refuse for any reason whatsoever to close the sale or repurchase of
Award Shares as the Corporation or the Participant is obligated by this Agreement, then the other
party to the sale or repurchase (the “non-defaulting party”) shall have the right to exercise any
one or more of the following rights and remedies:
(a) The non-defaulting party shall have the right to recover damages from the defaulting
party for any loss or damage, including reasonable attorneys’ fees, sustained by the
non-defaulting party as a result of such default.
(b) The non-defaulting party shall have the right to specifically enforce this Agreement by
seeking an injunction prohibiting the defaulting party from violating the terms of this Agreement
and requiring the defaulting party to purchase or sell the Award Shares, as the case may be.
The rights and remedies of the non-defaulting party under this Section 11 are cumulative and not
alternative and shall be in addition to any and all other rights and remedies available to the
non-defaulting party at law or in equity.
12. Gifts. Nothing contained in this Agreement shall be construed or interpreted so
as to authorize or permit the Participant to transfer the Option by gift to any person or entity.
13. Entire Agreement. This Agreement and the Plan contain the entire understanding
and agreement by and between the parties hereto relating to the subject matter hereof and all
prior or contemporaneous oral or written agreements or instruments are merged herein. No
amendment to or modification of this Agreement shall be effective unless the same is in writing
and signed by all parties hereto. No waiver by any party of any breach by the other of any
provision of this Agreement shall be deemed to be a waiver of any other breaches thereof or the
waiver of any such or other provision of this Agreement. Subject to the restrictions on
assignment and transfer set forth hereinabove, this Agreement shall be binding upon and inure to
the benefit of the parties hereto, their estates, personal representatives, successors and
assigns.
14. Severability. If any provision of this Agreement is declared invalid or
unenforceable as a matter of law, such invalidity or unenforceability shall not affect or impair
the validity or enforceability of any other provisions of this Agreement or the remainder of this
Agreement as a whole.
15. Applicable Law. The validity, construction, interpretation or performance of
this Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware.
16. Construction. Section headings and subheadings have been inserted herein for
convenience only and shall not be deemed to have any legal effect whatever in the interpretation
of this Agreement. As used herein, the singular shall include the plural, and the plural and
singular. The word “any” means one or more or all, and the conjunction “or” includes both the
conjunctive and disjunctive.
17. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed to be an original, and all of which taken together shall constitute one and
the same instrument.
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18. No Rights as a Stockholder Until Exercise. Under the Plan, neither the
Participant nor, if applicable, his or her personal representative, shall be nor have any rights
or privileges of a stockholder of the Corporation with respect to any shares of the Corporation’s
Series A Common Stock which may be acquired upon the exercise of the Option, in whole or in part,
prior to the date upon which the Option is actually exercised for such shares in accordance with
the provisions of Section 4 hereof and the certificates representing such shares are issued.
19. Tax Treatment. The Option is not deemed to be an Incentive Stock Option
and therefore does not qualify for special tax treatment under Section 422 of the Code.
[Signature page follows]
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IN WITNESS WHEREOF, the Corporation and Participant have caused the execution of this
Agreement as of the date hereof, each intending to be legally bound hereby.
| QLIK TECHNOLOGIES INC. |
||||
| By: | /s/ Måns ▇▇▇▇▇▇▇ | |||
| Måns ▇▇▇▇▇▇▇ | ||||
| President | ||||
| PARTICIPANT |
||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇ | |||
| ▇▇▇▇ ▇▇▇▇▇ | ||||
| September 30th, 2006 | ||||
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QLIK TECHNOLOGIES INC.
OMNIBUS STOCK OPTION AND AWARD PLAN
OMNIBUS STOCK OPTION AND AWARD PLAN
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made and
entered into as of the 15th day of November, 2007, by and between QLIK TECHNOLOGIES
INC., a Delaware corporation (the “Corporation”), and ▇▇▇▇ ▇▇▇▇▇ (the
“Participant”).
Statement of Purpose
The Participant is an employee of the Corporation or a Subsidiary who provides, and is
expected to continue to provide, significant contributions to the success of the Corporation or
a Subsidiary. To recognize this service and to provide an incentive for future service, the
Participant is hereby granted a Non-Qualified Stock Option to purchase shares of the
Corporation’s Series A Common Stock pursuant to the terms of the Qlik Technologies Inc. 2007
Omnibus Stock Option and Award Plan (the “2007 Plan”). In that regard, the Corporation and the
Participant desire to restrict the sale of the shares of the Corporation’s Series A Common Stock
issuable to the Participant upon exercise of the option granted hereunder to provide for the
repurchase of such shares in certain instances on the terms and conditions hereinafter set
forth. Capitalized terms used and not otherwise defined in this Agreement shall have the
meanings set forth in the 2007 Plan.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties hereto, intending to be legally bound, hereby agree as follows:
1. Award. The Participant is hereby granted the option to purchase seven hundred
seventy two thousand four hundred five (772,405) shares of the Corporation’s Series A Common
Stock (the “Option”). The Option Period shall commence on the Grant Date, November 15, 2007,
and shall terminate on November 14, 2017. The Option Price shall be $1.65 per share.
2. Vesting and Exercise of Options. Except as otherwise provided hereunder, the
Option shall vest and be exercisable from time to time in accordance with the following schedule
(purchases may be cumulative); provided, that as of each such date the Participant is still
employed by the Corporation or a Subsidiary:
On or after October 1, 2008 the right to purchase up to 25% of the shares subject to the
Option may be exercised; and
On a quarterly basis thereafter (e.g., on the first day following the last day of each
consecutive three-month period thereafter) the right to purchase up to an additional 6.25% of
the shares subject to the Option may be exercised, as follows:
| Date | Number of Shares | |||
October 1, 2008 |
193,101 | |||
January 1, 2009 |
48,275 | |||
April 1, 2009 |
48,275 | |||
July 1, 2009 |
48,275 | |||
October 1, 2009 |
48,275 | |||
January 1, 2010 |
48,275 | |||
April 1, 2010 |
48,275 | |||
| Date | Number of Shares | |||
July 1, 2010 |
48,275 | |||
October 1, 2010 |
48,275 | |||
January 1, 2011 |
48,276 | |||
April 1, 2011 |
48,276 | |||
July 1, 2011 |
48,276 | |||
October 1, 2011 |
48,276 | |||
| 772,406 | ||||
3. Termination of Options.
(a) The Option may not be exercised after the expiration of the Option Period and is only
exercisable as provided in Section 4 of this Agreement. The Option hereby granted shall
terminate and be of no force or effect upon the expiration of the Option Period. In addition,
if the Participant has a Termination of Service during the Option Period for any reason, the
unvested portion of the Option shall terminate.
(b) Subject to the limitations set forth in this Agreement and in the 2007 Plan, the
Participant may exercise the vested portion of the Option in whole or in part at any time or
from time to time from the Grant Date until the first to occur of:
(i) three months following the date of the Participant’s Termination of Service for
any reason other than death or Disability;
(ii) one year following the date of the Participant’s death, if an employee at the
time of death (during which one year period the Option may be exercised (to the extent
otherwise exercisable) by the person to whom the Participant’s rights hereunder shall
have passed by will or by the laws of descent and distribution (hereinafter, a
“Successor”));
(iii) one year following the date of the Participant’s Termination of Service due
to Disability; or
(iv) the expiration of the Option Period.
4. Exercise of Options.
(a) Notice of Exercise. The Option may be exercised by written notice to the
Corporation at the address set forth in Section 10 hereof, or such other address to
which the principal office of the Corporation may be relocated, which notice shall: (i) be
signed by the Participant (or, if applicable, by the Participant’s Successors); (ii) state the
number of shares with respect to which the Option is being exercised; and (iii) contain such
other information as the Committee may require.
(b) Payment of Option Price. Payment in full of the Option Price shall be made at
the time of the written notice of exercise of the Option: (i) in cash or by check payable to the
order of the Corporation; (ii) by delivery of shares of Series A Common Stock already owned by
and in the Participant’s possession; or (iii) any combination thereof. Shares of Series A
Common Stock which the Participant previously held and surrendered in accordance with rules and
regulations adopted by the Committee for the purpose of making full or partial payment of the
Option Price shall be valued for such purpose at the Fair Market Value thereof on the date the
Option, or portion thereof, is exercised.
(c) Conditions to Exercise. As a condition to the exercise of the Option and the
issuance of shares of the Corporation’s Series A Common Stock upon exercise thereof, the
Corporation may:
(i) require the Participant to satisfy any qualifications that may be necessary or
appropriate to evidence compliance with any applicable law or regulation and make any
representation or warranty with respect thereto as may be requested by the Corporation;
and
(ii) obtain such agreements or undertakings from the Participant, if any, as the
Corporation may deem necessary or advisable to insure that the Participant is bound with
respect to any transfer or other restrictions that may be contained in any agreement
among, or restricting the rights of, the Corporation’s Series A Common Stock
stockholders at the time of exercise, or with respect to any restrictions imposed upon
stockholders by underwriters in connection with a public offering referred to in Section
9.
(d) Certificates. As soon as practicable after each of the Participant’s notice of
exercise described in Section 4(a) above and the Option Price have been received by the
Corporation, the Corporation shall deliver to the Participant a stock certificate registered in
the Participant’s name representing the shares of Common Stock to be issued under the Option.
(e) Acceleration. If, within the one-year period following a Change of Control,
there is a Termination of Service with respect to the Participant due to a Termination Without
Cause, the Option vesting schedule set forth in Section 2 above shall be accelerated by a period
of 24 months measured from the date of such Termination of Service.
5. Representations of Participant. The Participant represents and agrees as
follows:
(a) Ownership of Shares. Following exercise of all or a portion of the Option, the
Participant will be the owner of the shares of the Series A Common Stock of the Corporation
issued upon exercise (the “Award Shares”), free and clear of any liens or encumbrances, except
for restrictions set forth in the 2007 Plan, any agreement among the Series A Common Stock
stockholders, or otherwise referenced herein. The Participant agrees that this Agreement shall
be applicable to such Award Shares.
(b) No Registration of Shares. The Participant acknowledges that, in addition to
the restrictions on transfer contained in this Agreement, the Participant has been informed by
the Corporation that, inasmuch as the Award Shares have not been registered under the Securities
Act of 1933, as amended (the “Act”) such securities must be held indefinitely unless
subsequently registered or an exemption from registration is available. The Participant further
acknowledges that the Corporation is under no obligation either to register the Award Shares or
to take any action to make available any exemption from registration or to supply any
information to facilitate sales of such securities. The Participant represents and warrants
that the Award Shares will be acquired by the Participant for investment and not with a view to
the distribution thereof and that, under no circumstances, shall such securities be transferred
in violation of federal or state securities laws. The Participant further agrees that there
shall be either lodged with any stock transfer agent for the Corporation or noted on the stock
transfer records of the Corporation a stop transfer order against the Award Shares and that
there shall be imprinted upon the certificate or certificates issued to the Participant
evidencing such Award Shares a legend reading substantially as follows:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF EFFECTIVE REGISTRATION UNDER SAID ACT
AND LAWS OR THE AVAILABILITY OF AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS THEREOF. THE ISSUER HEREOF MAY, AS A CONDITION TO ITS EFFECTING
ANY TRANSFER HEREOF, REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE
EFFECT THAT SUCH TRANSFER DOES NOT VIOLATE SAID REQUIREMENTS.”
6. Corporation’s Right to Repurchase Award Shares following Termination of Service.
(a) If there is a Termination of Service with respect to the Participant for any reason at
anytime (including, without limitation, the Participant’s death or Disability), then the
Corporation shall have the right, but not the obligation, to repurchase any Award Shares at a
purchase price per share determined as set forth in Section 6(b) below.
(b) The Corporation’s right to repurchase Award Shares following the Participant’s
Termination of Service as provided in Section 6(a) above may be exercised in whole or in part by
the Corporation, if at all, by the Corporation’s delivery to the Participant, within one hundred
twenty (120) days following the Termination of Service, of written notice of the Corporation’s
election to exercise. Such notice shall set forth the number of Award Shares to be purchased
and the date and time of closing of the purchase; provided that the date specified for closing
shall not be less than ten (10) days nor more than thirty (30) days from the date of the notice
of election to exercise. To the extent the Corporation does not initially elect to purchase all
of the Award Shares hereunder in its first written notice of election to exercise, the
Corporation may, within the 120-day period specified herein, elect to exercise its right to
purchase any remaining Award Shares by delivering to the Participant an additional written
notice(s) of election to exercise in the manner provided above; provided, however, that unless
otherwise agreed by the parties, the closing date for all purchases under this Section 6 shall
be on the closing date set forth in the initial notice. On or before the closing set forth in
the notice(s) of election to exercise, the Participant shall deliver to the Corporation the
certificates representing the Award Shares being purchased, duly endorsed for transfer to the
Corporation, together with such additional documents or instruments of transfer as the
Corporation may request, in accordance with such notice. The Corporation shall thereafter
promptly send to the Participant payment for such purchase by check or wire transfer based on a
per share purchase price determined as follows:
(i) Termination of Service for Any Reason Other than Termination for Cause.
If the Participant’s Termination of Service is for any reason other than a Termination
for Cause, including, without limitation, the Participant’s death, Disability, or
voluntary termination by the Participant of his or her employment with the Corporation,
then the per share purchase price of the Award Shares shall be their Fair Market Value.
(ii) Termination of Service Due to Participant’s Termination for Cause. If
the Participant’s Termination of Service is due to a Termination for Cause, then the per
share price of the Award Shares shall be the Option Price per share paid by the
Participant for such Award Shares, as adjusted for any stock splits, stock dividends,
recapitalizations or the like (the “Participant’s Original Cost”).
7. Corporation’s Right of First Refusal.
(a) If at any time the Participant proposes to Transfer (as defined in Section 7(g) below)
any Award Shares (including, without limitation, any securities acquired upon conversion thereof
or by way of any stock split, stock dividend, recapitalization or the like), then the
Participant shall promptly give the Corporation advance written notice of the Participant’s
intention to make the Transfer (the “Transfer Notice”). The Transfer Notice shall
include: (i) a description of the Award Shares to be transferred (the “Offered Shares”),
(ii) the name(s) and address(es) of the prospective transferee(s), (iii) the consideration, and
(iv) the material terms and conditions upon which the proposed Transfer is to be made. The
Transfer Notice shall certify that the Participant has received a bona fide firm offer from the
prospective transferee(s) and in good faith believes a binding agreement for the Transfer is
obtainable on the terms set forth in the Transfer Notice. The Transfer Notice shall also
include a copy of any written proposal, term sheet or letter of intent or other agreement
relating to the proposed Transfer. In the event that the transfer is being made
pursuant to the provisions of Section 7(e), the Transfer Notice shall state under which specific
subsection the Transfer is being made.
(b) The Corporation shall have the right, but not the obligation, for a period of thirty
(30) days from receipt by the Corporation of the Transfer Notice to elect to purchase the
Offered Shares at the same price and subject to the same material terms and conditions as
described in the Transfer Notice. The Corporation may exercise such purchase option and
purchase all or any portion of the Offered Shares by notifying the Participant in writing before
expiration of such thirty (30) day period as to the number of such Offered Shares that the
Corporation wishes to purchase. If the Corporation gives the Participant notice that it desires
to purchase such shares, then payment for the Offered Shares shall be by check or wire transfer,
against delivery of the Offered Shares to be purchased at a place agreed upon between the
parties and at the time of the scheduled closing therefor, which shall be no later than sixty
(60) days after receipt by the Corporation of the Transfer Notice, unless the Transfer Notice
contemplated a later closing with the prospective third-party transferee(s) or unless the value
of the purchase price has not yet been established pursuant to Section 7(c).
(c) Should the purchase price specified in the Transfer Notice be payable in property other
than cash or evidences of indebtedness, the Corporation shall have the right to pay the purchase
price in the form of cash equal in amount to the fair market value of such property. If the
Participant and the Corporation cannot agree on such cash value within thirty (30) days after
receipt by the Corporation of the Transfer Notice, the valuation shall be made by an appraiser
of recognized standing in the United States selected by the Participant and the Corporation or,
if they cannot agree on an appraiser within forty (40) days after receipt by the Corporation of
the Transfer Notice, each shall select an appraiser of recognized standing in the United States
and those appraisers shall designate a third appraiser of recognized standing in the United
States, whose appraisal shall be determinative of such value. The cost of such appraisal shall
be shared equally by the Participant and the Corporation. If the time for the closing of the
Corporation’s purchase has expired but the determination of the value of the purchase price
offered by the prospective transferee(s) has not been finalized, then such closing shall be held
on or prior to the tenth business day after such valuation shall have been made pursuant to this
Section 7(c).
(d) To the extent that the Corporation has not exercised its right to purchase the Offered
Shares within the time periods specified in Section 7(b), the Participant shall have a period of
thirty (30) days from the expiration of such right in which to sell the Offered Shares, upon
terms and conditions (including the purchase price) no more favorable than those specified in
the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The
third-party transferee(s) shall acquire the Offered Shares subject to the Corporation’s
continued right of first refusal under this Agreement and must agree in writing to be bound with
respect thereto. In the event the Participant does not consummate the sale or disposition of
the Offered Shares within the thirty (30) day period from the expiration of this right, the
Corporation’s first refusal right shall continue to be applicable to any subsequent disposition
of the Offered Shares by the Participant until such right lapses in accordance with the terms of
this Agreement. Furthermore, the exercise or non-exercise of the right of the Corporation under
this Section 7 to purchase the Offered Shares from the Participant shall not adversely affect
its right to make subsequent purchases from the Participant of Offered Shares.
(e) Notwithstanding the provisions of Sections 7(a) and 7(b) of this Agreement, the first
refusal right of the Corporation shall not apply to: (i) the Transfer of Award Shares to any
spouse or member of the Participant’s immediate family, or to a custodian, trustee (including a
trustee of a voting trust), executor, or other fiduciary for the account of the Participant’s
spouse or members of the Participant’s immediate family, or to a trust for the
Participant’s own self, or a charitable remainder trust, or (ii) any sale of Award Shares to the
public pursuant to a registration statement filed with, and declared effective by, the U.S.
Securities and Exchange Commission under the Act; provided, however, that in the
event of any Transfer made pursuant to one of the exemptions provided by clause (e)(i): (A) the
Participant shall inform the Corporation in writing of such Transfer prior to effecting it, and
(B) each such transferee or assignee, prior to the completion of the Transfer, shall have
executed documents assuming the obligations of the Participant under this Agreement with respect
to the transferred Award Shares in a form approved by the Corporation. Such transferred Award
Shares
shall remain subject to the provisions of this Section 7, and such pledgee, transferee or
donee shall be treated as the “Participant” for purposes of this Agreement.
(f) Except as otherwise provided in this Agreement, the Participant will not sell, assign,
transfer, pledge, hypothecate or otherwise encumber or dispose of in any way, all of
any part of or any interest in the Award Shares. Any sale, assignment, transfer, pledge,
hypothecation or other encumbrance or disposition of Award Shares not made in conformance with
this Agreement shall be null and void, shall not be recorded on the books of the Corporation and
shall not be recognized by the Corporation.
(g) For purposes of this Section 7, the term “Transfer” shall include any sale,
assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by bequest,
devise or descent, or other transfer or disposition of any kind, including, but not limited to,
transfers pursuant to divorce or legal separation, transfers to receivers, levying creditors,
trustees or receivers in bankruptcy proceedings or general assignees for the benefit of
creditors, whether voluntary, involuntarily or by operation of law, directly or indirectly, of
any of the Award Shares.
(h) All certificates representing the Award Shares, in addition to other legends that may
be required by applicable law or pursuant to agreement of the Corporation’s stockholders, shall
bear the following legend:
“THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN NON-QUALIFIED
STOCK OPTION AWARD AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE CORPORATION. COPIES
OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
CORPORATION.”
(i) The Corporation’s first refusal right hereunder shall terminate and be of no further
force or effect upon the earlier of: (i) the consummation of a bona fide, firmly underwritten
public offering of shares of the Corporation’s common stock at a public offering price which is
not less than $3.15 per share (as adjusted for any stock splits, stock dividends, combinations,
subdivisions, recapitalizations or the like) and greater than $30,000,000.00 in the aggregate,
or (ii) the consummation of a Liquidation Event, as that term is defined in the Corporation’s
Certificate of Incorporation (as amended from time to time).
8. Change of Control. Notwithstanding any provision of this Agreement
to the contrary, in the event of a Change of Control, the Corporation’s option to repurchase
Award Shares under Section 6 shall terminate simultaneously with the consummation of
such Change of Control if the Participant is actively employed with the Corporation on the date
of such Change of Control, but in such event the Award Shares held by the Participant shall
remain subject to the Corporation’s right of first refusal under Section 7 hereof, and
may be subject to restrictions on transferability to the extent required by applicable law.
9. Market Stand-Off. In connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration statement filed under
the Act, including the Corporation’s initial public offering, the Participant or any person to
whom the Participant has directly or indirectly transferred any Award Shares under this
Agreement (a “Transferee”) shall not directly or indirectly sell, make any short sale
of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the
purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or
transfer, or agree to engage in any of the foregoing transactions with respect to, any Award
Shares acquired under this Agreement without the prior written consent of the Corporation or its
underwriters. Such restriction (the “Market Stand-Off”) shall be in effect
for such period of time following the date of the final prospectus for the offering as may
be requested by the Corporation or such underwriters. In no event, however, shall such
period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the
date of the Corporation’s initial public offering. In the event of the declaration of a stock
dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a
similar transaction affecting the Corporation’s outstanding securities without receipt of
consideration, any new, substituted or additional securities which are by reason of such
transaction distributed with respect to any Award Shares subject to the Market Stand-Off, or
into which such shares thereby become convertible, shall immediately be subject to the Market
Stand-Off. In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer
instructions with respect to the Award Shares acquired under this Agreement until the end of the
applicable stand-off period. The Corporation’s underwriters shall be beneficiaries of the
agreement set forth in this Section 9. This Section 9 shall not apply to Award
Shares registered in the public offering under the Act, and the Participant or a Transferee
shall be subject to this Section 9 only if the directors and officers of the Corporation
are subject to similar arrangements.
10. Notices. Any notice given hereunder must be in writing and shall be deemed
given when either personally delivered or placed in the United States mail by registered or
certified mail, return receipt requested, postage prepaid, addressed to the parties to whom such
notice is being given at the following addresses:
As to the Corporation:
|
Qlik Technologies Inc. Science Park Ideon ▇-▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇ Attention: Måns ▇▇▇▇▇▇▇, Chairman of the Board |
|
As to Participant:
|
last address shown on the books of the Corporation |
11. Failure to Close; Remedies. In the event that the Corporation or the
Participant shall fail or refuse for any reason whatsoever to close the sale or repurchase of
Award Shares as the Corporation or the Participant is obligated by this Agreement, then the
other party to the sale or repurchase (the “non-defaulting party”) shall have the right to
exercise any one or more of the following rights and remedies:
(a) The non-defaulting party shall have the right to recover damages from the defaulting
party for any loss or damage, including reasonable attorneys’ fees, sustained by the
non-defaulting party as a result of such default.
(b) The non-defaulting party shall have the right to specifically enforce this Agreement by
seeking an injunction prohibiting the defaulting party from violating the terms of this
Agreement and requiring the defaulting party to purchase or sell the Award Shares, as the case
may be.
The rights and remedies of the non-defaulting party under this Section 11 are cumulative and not
alternative and shall be in addition to any and all other rights and remedies available to the
non-defaulting party at law or in equity.
12. Gifts. Nothing contained in this Agreement shall be construed or interpreted
so as to authorize or permit the Participant to transfer the Option by gift to any person or
entity.
13. Entire Agreement. This Agreement and the 2007 Plan contain the entire
understanding and agreement by and between the parties hereto relating to the subject matter
hereof and all prior or contemporaneous oral or written agreements or instruments are merged
herein. No amendment to or modification of this Agreement shall be effective unless the same is
in writing and
signed by all parties hereto. No waiver by any party of any breach by the other of any
provision of this Agreement shall be deemed to be a waiver of any other breaches
thereof or the waiver of any such or other provision of this Agreement. Subject to the
restrictions on assignment and transfer set forth hereinabove, this Agreement shall be binding
upon and inure to the benefit of the parties hereto, their estates, personal representatives,
successors and assigns.
14. Severability. If any provision of this Agreement is declared invalid or
unenforceable as a matter of law, such invalidity or unenforceability shall not affect or impair
the validity or enforceability of any other provisions of this Agreement or the remainder of
this Agreement as a whole.
15. Applicable Law. The validity, construction, interpretation or performance of
this Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware.
16. Construction. Section headings and subheadings have been inserted herein for
convenience only and shall not be deemed to have any legal effect whatever in the interpretation
of this Agreement. As used herein, the singular shall include the plural, and the plural and
singular. The word “any” means one or more or all, and the conjunction “or” includes both the
conjunctive and disjunctive.
17. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed to be an original, and all of which taken together shall constitute one
and the same instrument.
18. No Rights as a Stockholder Until Exercise. Under the 2007 Plan, neither the
Participant nor, if applicable, his or her personal representative, shall be nor have any rights
or privileges of a stockholder of the Corporation with respect to any shares of the
Corporation’s Series A Common Stock which may be acquired upon the exercise of the Option, in
whole or in part, prior to the date upon which the Option is actually exercised for such shares
in accordance with the provisions of Section 4 hereof and the certificates representing such
shares are issued.
19. Tax Treatment. The Option is not deemed to be an Incentive Stock
Option and therefore does not qualify for special tax treatment under Section 422 of the Code.
[Signature page follows]
IN WITNESS WHEREOF, the Corporation and Participant have caused the execution of this
Agreement as of the date hereof, each intending to be legally bound hereby.
| QLIK TECHNOLOGIES INC. |
||||
| By: | /s/ Måns ▇▇▇▇▇▇▇ | |||
| Name: | Måns ▇▇▇▇▇▇▇ | |||
| Title: | Chairman of the Board | |||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||||
| Print Name: | ▇▇▇▇ ▇▇▇▇▇ | |||
QLIK TECHNOLOGIES INC.
OMNIBUS STOCK OPTION AND AWARD PLAN
OMNIBUS STOCK OPTION AND AWARD PLAN
THIS
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made and
entered into as of the 15 day of November, 2007, by and between QLIK TECHNOLOGIES INC., a
Delaware corporation (the “Corporation”), and ▇▇▇▇ ▇▇▇▇▇ (the “Participant”).
Statement of Purpose
The Participant is an employee of the Corporation or a Subsidiary who provides, and is
expected to continue to provide, significant contributions to the success of the Corporation or
a Subsidiary. To recognize this service and to provide an incentive for future service, the
Participant is hereby granted a Non-Qualified Stock Option to purchase shares of the
Corporation’s Series A Common Stock pursuant to the terms of the Qlik Technologies Inc. Omnibus
Stock Option and Award Plan (the “2004 Plan”). In that regard, the Corporation and the
Participant desire to restrict the sale of the shares of the Corporation’s Series A Common Stock
issuable to the Participant upon exercise of the option granted hereunder to provide for the
repurchase of such shares in certain instances on the terms and conditions hereinafter set
forth. Capitalized terms used and not otherwise defined in this Agreement shall have the
meanings set forth in the 2004 Plan.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties hereto, intending to be legally bound, hereby agree as follows:
1. Award. The Participant is hereby granted the option to purchase one hundred
eighty thousand six hundred one (180,601) shares of the Corporation’s Series A Common Stock (the
“Option”). The Option Period shall commence on the Grant Date, November 1 st, 2007, and shall
terminate on October 1 st, 2017. The Option Price shall be $1.65 per share.
2. Vesting and Exercise of Options. Except as otherwise provided hereunder, the
Option shall vest and be exercisable from time to time in accordance with the following schedule
(purchases may be cumulative); provided, that as of each such date the Participant is still
employed by the Corporation or a Subsidiary:
On or after October 1, 2008 the right to purchase up to 25% of the shares subject to the
Option may be exercised; and
On a quarterly basis thereafter (e.g., on the first day following the last day of each
consecutive three-month period thereafter) the right to purchase up to an additional 6.25% of
the shares subject to the Option may be exercised, as follows:
| Date | Number of Shares | |||
October 1, 2008 |
45,151 | |||
January 1, 2009 |
11,287 | |||
April 1, 2009 |
11,287 | |||
July 1, 2009 |
11,287 | |||
October 1, 2009 |
11,287 | |||
January 1, 2010 |
11,287 | |||
April 1, 2010 |
11,287 | |||
| Date | Number of Shares | |||
July 1, 2010 |
11,288 | |||
October 1, 2010 |
11,288 | |||
January 1, 2011 |
11,288 | |||
April 1, 2011 |
11,288 | |||
July 1, 2011 |
11,288 | |||
October 1, 2011 |
11,288 | |||
| 180,601 | ||||
3. Termination of Options.
(a) The Option may not be exercised after the expiration of the Option Period and is only
exercisable as provided in Section 4 of this Agreement. The Option hereby granted shall
terminate and be of no force or effect upon the expiration of the Option Period. In addition,
if the Participant has a Termination of Service during the Option Period for any reason, the
unvested portion of the Option shall terminate.
(b) Subject to the limitations set forth in this Agreement and in the 2004 Plan, the
Participant may exercise the vested portion of the Option in whole or in part at any time or
from time to time from the Grant Date until the first to occur of:
(i) three months following the date of the Participant’s Termination of Service for
any reason other than death or Disability;
(ii) one year following the date of the Participant’s death, if an employee at the
time of death (during which one year period the Option may be exercised (to the extent
otherwise exercisable) by the person to whom the Participant’s rights hereunder shall
have passed by will or by the laws of descent and distribution (hereinafter, a
“Successor”));
(iii) one year following the date of the Participant’s Termination of Service due
to Disability; or
(iv) the expiration of the Option Period.
4. Exercise of Options.
(a) Notice of Exercise. The Option may be exercised by written notice to the
Corporation at the address set forth in Section 10 hereof, or such other address to which the
principal office of the Corporation may be relocated, which notice shall: (i) be signed by the
Participant (or, if applicable, by the Participant’s Successors); (ii) state the number of shares with respect to which the Option is being exercised; and (iii) contain such other
information as the Committee may require.
(b) Payment of Option Price. Payment in full of the Option Price shall be made at
the time of the written notice of exercise of the Option: (i) in cash or by check payable to the
order of the Corporation; (ii) by delivery of shares of Series A Common Stock already owned by
and in the Participant’s possession; or (iii) any combination thereof. Shares of Series A
Common Stock which the Participant previously held and surrendered in accordance with rules and
regulations adopted by the Committee for the purpose of making full or partial payment of the
Option Price shall be valued for such purpose at the Fair Market Value thereof on the date the
Option, or portion thereof, is exercised.
(c) Conditions to Exercise. As a condition to the exercise of the Option and the
issuance of shares of the Corporation’s Series A Common Stock upon exercise thereof, the
Corporation may:
(i) require the Participant to satisfy any qualifications that may be necessary or
appropriate to evidence compliance with any applicable law or regulation and make any
representation or warranty with respect thereto as may be requested by the Corporation;
and
(ii) obtain such agreements or undertakings from the Participant, if any, as the
Corporation may deem necessary or advisable to insure that the Participant is bound with
respect to any transfer or other restrictions that may be contained in any agreement
among, or restricting the rights of, the Corporation’s Series A Common Stock
stockholders at the time of exercise, or with respect to any restrictions imposed upon
stockholders by underwriters in connection with a public offering referred to in Section
9.
(d) Certificates. As soon as practicable after each of the Participant’s notice of
exercise described in Section 4(a) above and the Option Price have been received by the
Corporation, the Corporation shall deliver to the Participant a stock certificate registered in
the Participant’s name representing the shares of Common Stock to be issued under the Option.
(e) Acceleration. If the Company meets or exceeds the budgeted revenues
established by the Company’s Board of Directors for fiscal year 2008, the Option vesting
schedule set forth in Section 2 above shall be accelerated so that all shares subject to the
Option shall be vested and subject to exercise on January 1, 2009. Furthermore, if, within the
one-year period following a Change of Control there is a Termination of Service with respect to
the Participant due to the termination of the Participant’s employment by the Corporation
without Cause (as defined in Section 6(c) below), the Option vesting schedule set forth in
Section 2 above shall be accelerated by a period of 24 months measured from the date of such
Termination of Service.
5. Representations of Participant. The Participant represents and agrees as
follows:
(a) Ownership of Shares. Following exercise of all or a portion of the Option, the
Participant will be the owner of the shares of the Series A Common Stock of the Corporation
issued upon exercise (the “Award Shares”), free and clear of any liens or encumbrances, except
for restrictions set forth in the 2004 Plan, any agreement among the Series A Common Stock
stockholders, or otherwise referenced herein. The Participant agrees that this Agreement shall
be applicable to such Award Shares.
(b) No Registration of Shares. The Participant acknowledges that, in addition to
the restrictions on transfer contained in this Agreement, the Participant has been informed by
the Corporation that, inasmuch as the Award Shares have not been registered under the Securities
Act of 1933, as amended (the “Act”) such securities must be held indefinitely unless
subsequently registered or an exemption from registration is available. The Participant further
acknowledges that the Corporation is under no obligation either to register the Award Shares or
to take any action to make available any exemption from registration or to supply any
information to facilitate sales of such securities. The Participant represents and warrants
that the Award Shares will be acquired by the Participant for investment and not with a view to
the distribution thereof and that, under no circumstances, shall such securities be transferred
in violation of federal or state securities laws. The Participant further agrees that there
shall be either lodged with any stock transfer agent for the Corporation or noted on the stock
transfer records of the Corporation a stop transfer order against the Award Shares and that
there shall be imprinted upon the certificate or certificates issued to the Participant
evidencing such Award Shares a legend reading substantially as follows:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF EFFECTIVE REGISTRATION UNDER SAID ACT
AND LAWS OR THE AVAILABILITY OF AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS THEREOF. THE ISSUER HEREOF MAY,
AS A CONDITION TO ITS EFFECTING ANY TRANSFER HEREOF, REQUIRE AN OPINION OF
COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH TRANSFER DOES NOT VIOLATE
SAID REQUIREMENTS.”
6. Corporation’s Right to Repurchase Award Shares following Termination of Service.
(a) If there is a Termination of Service with respect to the Participant for any reason at
anytime (including, without limitation, the Participant’s death or Disability), then the
Corporation shall have the right, but not the obligation, to repurchase any Award Shares at a
purchase price per share determined as set forth in Section 6(b) below.
(b) The Corporation’s right to repurchase Award Shares following the Participant’s
Termination of Service as provided in Section 6(a) above may be exercised in whole or in part by
the Corporation, if at all, by the Corporation’s delivery to the Participant, within one hundred
twenty (120) days following the Termination of Service, of written notice of the Corporation’s
election to exercise. Such notice shall set forth the number of Award Shares to be purchased
and the date and time of closing of the purchase; provided that the date specified for closing
shall not be less than ten (10) days nor more than thirty (30) days from the date of the notice
of election to exercise. To the extent the Corporation does not initially elect to purchase all
of the Award Shares hereunder in its first written notice of election to exercise, the
Corporation may, within the 120-day period specified herein, elect to exercise its right to
purchase any remaining Award Shares by delivering to the Participant an additional written
notice(s) of election to exercise in the manner provided above; provided, however, that unless
otherwise agreed by the parties, the closing date for all purchases under this Section 6 shall
be on the closing date set forth in the initial notice. On or before the closing set forth in
the notice(s) of election to exercise, the Participant shall deliver to the Corporation the
certificates representing the Award Shares being purchased, duly endorsed for transfer to the
Corporation, together with such additional documents or instruments of transfer as the
Corporation may request, in accordance with such notice. The Corporation shall thereafter
promptly send to the Participant payment for such purchase by check or wire transfer based on a
per share purchase price determined as follows:
(i) Termination of Service for Any Reason Other than Termination for Cause.
If the Participant’s Termination of Service is for any reason other than the
termination of the Participant’s employment at any time by the Corporation with Cause
(as defined below), including, without limitation, the Participant’s death, Disability,
or voluntary termination by the Participant of his or her employment with the
Corporation, then the per share purchase price of the Award Shares shall be their Fair
Market Value.
(ii) Termination of Service Due to Participant’s Termination for Cause. If
the Participant’s Termination of Service is due to the termination of the Participant’s
employment at any time by the Corporation with Cause, then the per share price of the
Award Shares shall be the Option Price per share paid by the Participant for such Award
Shares, as adjusted for any stock splits, stock dividends, recapitalizations or the like
(the “Participant’s Original Cost”).
(c) Definition of “Cause”. For purposes of this Agreement, the term “Cause” shall
mean termination with the approval of the Board: (i) because of willful misconduct of a material
nature by the Participant in connection with the performance of the Participant’s duties as an
employee; (ii) because of the Participant’s use of alcohol or illegal drugs that affects the
Participant’s ability to perform his or her assigned duties as an employee; (iii) because of the
Participant’s conviction of a felony or serious misdemeanor involving moral turpitude; (iv)
because of the Participant’s embezzlement or theft from the Corporation; (v) because of the
participant’s gross inattention to or dereliction of duty; or (vi) because of performance by the
Participant of any other willful act(s) which the Participant knew or reasonably should have
known would be materially detrimental to the Corporation; provided, however, that prior to the
determination by the Board that “Cause” as
described in clause (i), (v) or (vi) above has occurred, the Board shall (A) provide to the
Participant in writing, in reasonable detail, the reasons for the Board’s determination that
such “Cause” exists, (B) afford the Participant a reasonable opportunity to remedy any such
breach, (C) provide the Participant an opportunity to be heard at the Board meeting where the
final decision to terminate the Participant’s employment hereunder for such “Cause” is to be
considered, and (D) make any decision that such “Cause” exists in good faith.
7. Corporation’s Right of First Refusal.
(a) If at any time the Participant proposes to Transfer (as defined in Section 7(g) below)
any Award Shares (including, without limitation, any securities acquired upon conversion thereof
or by way of any stock split, stock dividend, recapitalization or the like), then the
Participant shall promptly give the Corporation advance written notice of the Participant’s
intention to make the Transfer (the “Transfer Notice”). The Transfer Notice shall include: (i)
a description of the Award Shares to be transferred (the “Offered Shares”), (ii) the name(s) and
address(es) of the prospective transferee(s), (iii) the consideration, and (iv) the material
terms and conditions upon which the proposed Transfer is to be made. The Transfer Notice shall
certify that the Participant has received a bona fide firm offer from the prospective
transferee(s) and in good faith believes a binding agreement for the Transfer is obtainable on
the terms set forth in the Transfer Notice. The Transfer Notice shall also include a copy of
any written proposal, term sheet or letter of intent or other agreement relating to
the proposed Transfer. In the event that the transfer is being made pursuant to the provisions
of Section 7(e), the Transfer Notice shall state under which specific subsection the Transfer is
being made.
(b) The Corporation shall have the right, but not the obligation, for a period of thirty
(30) days from receipt by the Corporation of the Transfer Notice to elect to purchase the
Offered Shares at the same price and subject to the same material terms and conditions as
described in the Transfer Notice. The Corporation may exercise such purchase option and
purchase all or any portion of the Offered Shares by notifying the Participant in writing before
expiration of such thirty (30) day period as to the number of such Offered Shares that the
Corporation wishes to purchase. If the Corporation gives the Participant notice that it desires
to purchase such shares, then payment for the Offered Shares shall be by check or wire transfer,
against delivery of the Offered Shares to be purchased at a place agreed upon between the
parties and at the time of the scheduled closing therefor, which shall be no later than sixty
(60) days after receipt by the Corporation of the Transfer Notice, unless the Transfer Notice
contemplated a later closing with the prospective third-party transferee(s) or unless the value
of the purchase price has not yet been established pursuant to Section 7(c).
(c) Should the purchase price specified in the Transfer Notice be payable in property other
than cash or evidences of indebtedness, the Corporation shall have the right to pay the purchase
price in the form of cash equal in amount to the fair market value of such property. If the
Participant and the Corporation cannot agree on such cash value within thirty (30) days after
receipt by the Corporation of the Transfer Notice, the valuation shall be made by an appraiser
of recognized standing in the United States selected by the Participant and the Corporation or,
if they cannot agree on an appraiser within forty (40) days after receipt by the Corporation of
the Transfer Notice, each shall select an appraiser of recognized standing in the United States
and those appraisers shall designate a third appraiser of recognized standing in the United
States, whose appraisal shall be determinative of such value. The cost of such appraisal shall
be shared equally by the Participant and the Corporation. If the time for the closing of the
Corporation’s purchase has expired but the determination of the value of the purchase price
offered by the prospective transferee(s) has not been finalized, then such closing shall be held
on or prior to the tenth business day after such valuation shall have been made pursuant to this
Section 7(c).
(d) To the extent that the Corporation has not exercised its right to purchase the Offered
Shares within the time periods specified in Section 7(b), the Participant shall have a period of
thirty (30) days from the expiration of such right in which to sell the Offered Shares, upon
terms and
conditions (including the purchase price) no more favorable than those specified in the
Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The
third-party transferee(s) shall acquire the Offered Shares subject to the Corporation’s
continued right of first refusal under this Agreement and must agree in writing to be bound with
respect thereto. In the event the Participant does not consummate the sale or disposition of
the Offered Shares within the thirty (30) day period from the expiration of this right, the
Corporation’s first refusal right shall continue to be applicable to any subsequent disposition
of the Offered Shares by the Participant until such right lapses in accordance with the terms of
this Agreement. Furthermore, the exercise or non-exercise of the right of the Corporation under
this Section 7 to purchase the Offered Shares from the Participant shall not adversely affect
its right to make subsequent purchases from the Participant of Offered Shares.
(e) Notwithstanding the provisions of Sections 7(a) and 7(b) of this Agreement, the first
refusal right of the Corporation shall not apply to: (i) the Transfer of Award Shares to any
spouse or member of the Participant’s immediate family, or to a custodian, trustee (including a
trustee of a voting trust), executor, or other fiduciary for the account of the Participant’s
spouse or members of the Participant’s immediate family, or to a trust for the
Participant’s own self, or a charitable remainder trust, or (ii) any sale of Award Shares to the
public pursuant to a registration statement filed with, and declared effective by, the U.S.
Securities and Exchange Commission under the Act; provided, however, that in the
event of any Transfer made pursuant to one of the exemptions provided by clause (e)(i): (A) the
Participant shall inform the Corporation in writing of such Transfer prior to effecting it, and
(B) each such transferee or assignee, prior to the completion of the Transfer, shall have
executed documents assuming the obligations of the Participant under this Agreement with respect
to the transferred Award Shares in a form approved by the Corporation. Such transferred Award
Shares shall remain subject to the provisions of this Section 7, and such pledgee, transferee or
donee shall be treated as the “Participant” for purposes of this Agreement.
(f) Except as otherwise provided in this Agreement, the Participant will not sell, assign,
transfer, pledge, hypothecate or otherwise encumber or dispose of in any way, all of
any part of or any interest in the Award Shares. Any sale, assignment, transfer, pledge,
hypothecation or other encumbrance or disposition of Award Shares not made in conformance with
this Agreement shall be null and void, shall not be recorded on the books of the Corporation and
shall not be recognized by the Corporation.
(g) For purposes of this Section 7, the term “Transfer” shall include any sale,
assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by bequest,
devise or descent, or other transfer or disposition of any kind, including, but not limited to,
transfers pursuant to divorce or legal separation, transfers to receivers, levying creditors,
trustees or receivers in bankruptcy proceedings or general assignees for the benefit of
creditors, whether voluntary, involuntarily or by operation of law, directly or indirectly, of
any of the Award Shares.
(h) All certificates representing the Award Shares, in addition to other legends that may
be required by applicable law or pursuant to agreement of the Corporation’s stockholders, shall
bear the following legend:
“THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN NON-QUALIFIED
STOCK OPTION AWARD AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE CORPORATION. COPIES
OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
CORPORATION.”
(i) The Corporation’s first refusal right hereunder shall terminate and be of no further
force or effect upon the earlier of: (i) the consummation of a bona fide, firmly underwritten
public offering of shares of the Corporation’s common stock at a public offering price which is
not less than
$3.15 per share (as adjusted for any stock splits, stock dividends, combinations,
subdivisions, recapitalizations or the like) and greater than $30,000,000.00 in the aggregate,
or (ii) the consummation of a Liquidation Event, as that term is defined in the Corporation’s
Certificate of Incorporation (as amended from time to time).
8. Change of Control. Notwithstanding any provision of this Agreement
to the contrary, in the event of a Change of Control, the Corporation’s option to repurchase
Award Shares under Section 6 shall terminate simultaneously with the consummation of such Change
of Control if the Participant is actively employed with the Corporation on the date of such
Change of Control, but in such event the Award Shares held by the Participant shall remain
subject to the Corporation’s right of first refusal under Section 7 hereof, and may be subject
to restrictions on transferability to the extent required by applicable law.
9. Market Stand-Off. In connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration statement filed under
the Act, including the Corporation’s initial public offering, the Participant or any person to
whom the Participant has directly or indirectly transferred any Award Shares under this
Agreement (a “Transferee”) shall not directly or indirectly sell, make any short sale of, loan,
hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of,
purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or
agree to engage in any of the foregoing transactions with respect to, any Award Shares acquired
under this Agreement without the prior written consent of the Corporation or its underwriters.
Such restriction (the “Market Stand-Off”) shall be in effect for such period of time
following the date of the final prospectus for the offering as may be requested by the
Corporation or such underwriters. In no event, however, shall such period exceed 180 days. The
Market Stand-Off shall in any event terminate two years after the date of the Corporation’s
initial public offering. In the event of the declaration of a stock dividend, a spin-off, a
stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Corporation’s outstanding securities without receipt of consideration, any new,
substituted or additional securities which are by reason of such transaction distributed with
respect to any Award Shares subject to the Market Stand-Off, or into which such shares thereby
become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce
the Market Stand-Off, the Corporation may impose stop-transfer instructions with respect to the
Award Shares acquired under this Agreement until the end of the applicable stand-off period.
The Corporation’s underwriters shall be beneficiaries of the agreement set forth in this Section
9. This Section 9 shall not apply to Award Shares registered in the public offering under the
Act, and the Participant or a Transferee shall be subject to this Section 9 only if the
directors and officers of the Corporation are subject to similar arrangements.
10. Notices. Any notice given hereunder must be in writing and shall be deemed
given when either personally delivered or placed in the United States mail by registered or
certified mail, return receipt requested, postage prepaid, addressed to the parties to whom such
notice is being given at the following addresses:
As to the Corporation:
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Qlik Technologies Inc. Science Park Ideon ▇-▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇ Attention: Måns ▇▇▇▇▇▇▇, Chairman of the Board |
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As to Participant:
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last address shown on the books of the Corporation |
11. Failure to Close; Remedies. In the event that the Corporation or the
Participant shall fail or refuse for any reason whatsoever to close the sale or repurchase of
Award Shares as the Corporation or the Participant is obligated by this Agreement, then the
other party to the sale or repurchase (the “non-defaulting party”) shall have the right to
exercise any one or more of the following rights and remedies:
(a) The non-defaulting party shall have the right to recover damages from the defaulting
party for any loss or damage, including reasonable attorneys’ fees, sustained by the
non-defaulting party as a result of such default.
(b) The non-defaulting party shall have the right to specifically enforce this Agreement by
seeking an injunction prohibiting the defaulting party from violating the terms of this
Agreement and requiring the defaulting party to purchase or sell the Award Shares, as the case
may be.
The rights and remedies of the non-defaulting party under this Section 11 are cumulative and not
alternative and shall be in addition to any and all other rights and remedies available to the
non-defaulting party at law or in equity.
12. Gifts. Nothing contained in this Agreement shall be construed or interpreted
so as to authorize or permit the Participant to transfer the Option by gift to any person or
entity.
13. Entire Agreement. This Agreement and the 2004 Plan contain the entire
understanding and agreement by and between the parties hereto relating to the subject matter
hereof and all prior or contemporaneous oral or written agreements or instruments are merged
herein. No amendment to or modification of this Agreement shall be effective unless the same is
in writing and signed by all parties hereto. No waiver by any party of any breach by the other
of any provision of this Agreement shall be deemed to be a waiver of any other
breaches thereof or the waiver of any such or other provision of this Agreement.
Subject to the restrictions on assignment and transfer set forth hereinabove, this Agreement
shall be binding upon and inure to the benefit of the parties hereto, their estates, personal
representatives, successors and assigns.
14. Severability. If any provision of this Agreement is declared invalid or
unenforceable as a matter of law, such invalidity or unenforceability shall not affect or impair
the validity or enforceability of any other provisions of this Agreement or the remainder of
this Agreement as a whole.
15. Applicable Law. The validity, construction, interpretation or performance of
this Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware.
▇▇.▇▇▇▇▇▇▇▇▇▇▇▇. Section headings and subheadings have been inserted herein for
convenience only and shall not be deemed to have any legal effect whatever in the interpretation
of this Agreement. As used herein, the singular shall include the plural, and the plural and
singular. The word “any” means one or more or all, and the conjunction “or” includes both the
conjunctive and disjunctive.
17. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed to be an original, and all of which taken together shall constitute one
and the same instrument.
18. No Rights as a Stockholder Until Exercise. Under the 2004 Plan, neither the
Participant nor, if applicable, his or her personal representative, shall be nor have any rights
or privileges of a stockholder of the Corporation with respect to any shares of the
Corporation’s Series A Common Stock which may be acquired upon the exercise of the Option, in
whole or in part, prior to the date upon which the Option is actually exercised for such shares
in accordance with the provisions of Section 4 hereof and the certificates representing such shares are issued.
19. Tax Treatment. The Option is not deemed to be an Incentive Stock
Option and therefore does not qualify for special tax treatment under Section 422 of the Code.
[Signature page follows]
IN WITNESS WHEREOF, the Corporation and Participant have caused the execution of this
Agreement as of the date hereof, each intending to be legally bound hereby.
| QLIK TECHNOLOGIES INC. |
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| By: | /s/ Måns ▇▇▇▇▇▇▇ | |||
| Name: | Måns ▇▇▇▇▇▇▇ | |||
| Title: | Chairman of the Board | |||
| PARTICIPANT |
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| By: | /s/ ▇▇▇▇ ▇▇▇▇▇ | |||
| Print Name: | ▇▇▇▇ ▇▇▇▇▇ | |||