UNISON SOFTWARE, INC.
EXECUTIVE STOCK OPTION AGREEMENT
This Executive Stock Option Agreement is entered into between ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇. ("Optionee") and Unison Software, Inc. (the "Company") as of
August 19, 1996.
1. GRANT OF OPTION.
Optionee has been granted a nonstatutory stock option (the "Option") to
purchase Common Stock of the Company, subject to the terms and conditions of
this Option Agreement, as follows:
Date of Grant August 16, 1996
Vesting Commencement Date August 19, 1996
Exercise Price per Share $19.00
Total Number of Shares Granted 161,760
Total Exercise Price $3,073,440.00
Term/Expiration Date: August 16, 2006
2. EXERCISE OF OPTION.
a. IN GENERAL. This Option may be exercised, in whole or in
part, in accordance with the following schedule:
Subject to the following paragraphs, 25% of the shares
subject to the Option (the "Shares") shall vest twelve
months after the Vesting Commencement Date, and
25% of the Shares shall vest each year thereafter.
b. CHANGE OF CONTROL.
(1) Subject to paragraph (c) below, in the event of a Change
of Control (defined below), the vesting and exercisability of the unvested
portion, if any, of the Option shall automatically accelerate according to
the following schedule:
(a) If the Change of Control occurs prior to August 19,
1997, 50% of the then unvested Shares shall thereupon become vested and
exercisable.
(b) If the Change of Control occurs on or after August
19, 1997, all of the unvested Shares shall thereupon become vested and
exercisable.
(2) For purposes of this Agreement, the term "Change of
Control" shall mean the occurrence of any of the following events:
(a) Any "person," as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934 (other than the Company, a
Company subsidiary or a Company employee benefit plan, including any trustee
of such a plan acting as trustee), becoming the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing more than fifty percent (50%) of the
combined voting power of the Company's then-outstanding securities entitled
to vote generally in the election of directors; or
(b) The consummation of a merger or consolidation of the
Company with or into any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or
(c) The consummation of a sale or disposition by the
Company of all or substantially all the Company's assets.
(3) CERTAIN BUSINESS COMBINATIONS. In the event that (i) it
is determined by the Board of Directors, upon receipt of a written opinion of
the Company's independent public accountants, that the enforcement of the
foregoing paragraphs would preclude accounting for any proposed business
combination of the Company involving a Change of Control as a pooling of
interests, and (ii) it is also determined by the Board that such accounting
treatment for such a proposed business combination would be in the best
interests of the Company's stockholders, such paragraphs shall be null and
void.
c. METHOD OF EXERCISE. This Option is exercisable by delivery of
an exercise notice, in the form attached as Exhibit A (the "Exercise
Notice"), which shall state the election to exercise the Option, the number
of Shares in respect of which the Option is being exercised (the "Exercised
Shares"), and such other representations and agreements as may be required by
the Company. The Exercise Notice shall be signed by the Optionee and shall
be delivered in person or by certified mail to the Secretary of the Company.
The Exercise Notice shall be accompanied by payment of the aggregate Exercise
Price as to all Exercised Shares. This Option shall be deemed to be
exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate Exercise Price.
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d. TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. In the
event of termination of the Optionee's Continuous Status as an Employee or
Consultant with the Company (but not in the event of the Optionee's change of
status from Employee to Consultant or from Consultant to Employee), the
Optionee may, but only within thirty (30) days (and in no event later than
the expiration date of the term of the Option), exercise the Option to the
extent that Optionee was entitled to exercise it at the date of such
termination. To the extent that the Optionee was not entitled to exercise
the Option at the date of such termination, or if the Optionee does not
exercise such Option to the extent so entitled within the time specified
herein, the Option shall terminate.
e. DISABILITY OF OPTIONEE. In the event of termination of the
Optionee's Continuous Status as an Employee or Consultant as a result of his
or her disability, the Optionee may, but only within twelve (12) months from
the date of such termination (and in no event later than the expiration date
of the term of the Option), exercise the Option to the extent otherwise
entitled to exercise it at the date of such termination. To the extent that
the Optionee is not entitled to exercise the Option at the date of
termination, or if the Optionee does not exercise such Option to the extent
so entitled within the time specified herein, the Option shall terminate.
f. DEATH OF OPTIONEE. In the event of the death of the Optionee,
the Option may be exercised at any time within twelve (12) months following
the date of death (but in no event later than the expiration of the term of
the Option), by the Optionee's estate or by a person who acquired the right
to exercise the Option by bequest or inheritance, but only to the extent that
the Optionee was entitled to exercise the Option at the date of death. After
death, to the extent that the Optionee's estate or a person who acquired the
right to exercise the Option by bequest or inheritance is not entitled to
exercise the Option at the date of termination, or such person does not
exercise the Option to the extent so entitled within the time specified
herein, the Option shall terminate.
g. DEFINITIONS.
(1) For purposes of this Option Agreement "CONTINUOUS STATUS
AS AN EMPLOYEE OR CONSULTANT" means that the employment or consulting
relationship with the Company, any parent, or subsidiary, is not interrupted
or terminated. Continuous Status as an Employee or Consultant shall not be
considered interrupted in the case of (i) any leave of absence approved by
the Company or (ii) transfers between locations of the Company or between the
Company, its parent, any subsidiary, or any successor. A leave of absence
approved by the Company shall include sick leave, military leave, or any
other personal leave approved by an authorized representative of the Company.
(2) For purposes of this Option Agreement "EMPLOYEE" means a
person, including an officer or director, employed by the Company or any
parent or subsidiary of the Company. The payment of a director's fee by the
Company shall not be sufficient to constitute "employment" by the Company.
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(3) For purposes of this Option Agreement "CONSULTANT" means
any person who is engaged by the Company or any parent or subsidiary to
render consulting or advisory services and is compensated for such services.
The term Consultant shall not include directors who are not compensated for
their services or are paid only a director's fee by the Company.
h. COMPLIANCE WITH LAWS, ETC. No Shares shall be issued pursuant
to the exercise of this Option unless such issuance and exercise complies
with all relevant provisions of law and the requirements of any stock
exchange or quotation service upon which the Shares are then listed.
Assuming such compliance, for income tax purposes the Exercised Shares shall
be considered transferred to the Optionee on the date the Option is exercised
with respect to such Exercised Shares.
3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall
be by any of the following, or a combination thereof, at the election of the
Optionee:
(a) cash; or
(b) check; or
(c) delivery of a properly executed exercise notice together with
such other documentation as the Company and a broker, if applicable, shall
require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the exercise price; or
(d) surrender of other Shares which (i) in the case of Shares
acquired upon exercise of an option, have been owned by the Optionee for more
than six (6) months on the date of surrender, AND (ii) have a Fair Market
Value on the date of surrender equal to the aggregate Exercise Price of the
Exercised Shares; or
(e) delivery of Optionee's promissory note (the "Note") in the
form attached hereto as Exhibit C, in the amount of the aggregate Exercise
Price of the Exercised Shares together with the execution and delivery by the
Optionee of the Security Agreement attached hereto as Exhibit B. The Note
shall bear interest at a rate no less than the "applicable federal rate"
prescribed under the Code and its regulations at time of purchase, and shall
be secured by a pledge of the Shares purchased by the Note pursuant to the
Security Agreement.
4. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred
in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by the
Optionee. The terms of this Option Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee.
5. TERM OF OPTION. This Option may be exercised only within the term
set out in Section 1, and may be exercised during such term only in
accordance with the terms of this Option Agreement.
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6. TAX CONSEQUENCES. Some of the federal and California tax
consequences relating to this Option, as of the date of this Option, are set
forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
(a) EXERCISING THE OPTION. The Optionee may incur regular federal
income tax and California income tax liability upon exercise of a
Nonstatutory Stock Option ("NSO"). The Optionee will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to
the excess, if any, of the Fair Market Value of the Exercised Shares on the
date of exercise over their aggregate Exercise Price. If the Optionee is an
Employee or a former Employee, the Company will be required to withhold from
his or her compensation or collect from Optionee and pay to the applicable
taxing authorities an amount in cash equal to a percentage of this
compensation income at the time of exercise, and may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.
(b) DISPOSITION OF SHARES. If the Optionee holds NSO Shares for
at least one year, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes.
7. ADMINISTRATION. Subject to the approval of any relevant
authorities, including the approval, if required, of any stock exchange upon
which the Common Stock is listed, the administrator shall have the authority,
in its discretion, to construe and interpret the terms of this Agreement,
including to reduce the Exercise Price to the then current fair market value
of the Common Stock, if such fair market value has declined since the date
the Option was granted, and to determine whether and under what circumstances
an Option may be settled in cash under Section 8 hereof instead of Common
Stock.
8. BUYOUT PROVISIONS. The administrator of this Agreement may at any
time offer to buy out this Option for a payment in cash or Shares, based on
such terms and conditions as the admini-strator, in its sole discretion,
shall establish and communicate to the Optionee at the time that such offer
is made.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.
(a) CHANGES IN CAPITALIZATION. The number of Shares, as well as
the price per Share, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of common stock resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the common stock, or any other increase or decrease in
the number of issued shares of common stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made
by the board of directors of the Company, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein,
no issuance by the Company of shares of stock of any class, or securities
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convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of Shares.
(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, Optionee shall have the right to
exercise the Option until fifteen (15) days prior to such transaction as to
all of the Shares. To the extent it has not been previously exercised, the
Option will terminate immediately prior to the consummation of such proposed
action.
(c) MERGER OR ASSET SALE. Subject to Section 2, in the event of a
merger of the Company with or into another corporation, or the sale of
substantially all of the assets of the Company, the Option shall be assumed
or an equivalent option shall be substituted by the successor corporation, or
a parent or subsidiary of such successor corporation. In the event that the
successor corporation, or a parent or subsidiary of such successor
corporation, does not agree to assume the Option or to substitute an
equivalent option, the Option shall terminate as of the date of the closing
of such transaction.
10. ENTIRE AGREEMENT; GOVERNING LAW. This Option Agreement constitutes
the entire agreement of the parties with respect to the subject matter hereof
and supersedes in its entirety all prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof, and may not
be modified adversely to the Optionee's interest except by means of a writing
signed by the Company and Optionee. This agreement is governed by Delaware
law except for that body of law pertaining to conflict of laws.
By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and
governed by the terms and conditions of this Option Agreement. Optionee has
reviewed this Option Agreement in its entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Option Agreement and
fully understands all provisions of the Option Agreement. Optionee hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Company's Board of Directors upon any questions
relating to the Option Agreement. Optionee further agrees to notify the
Company upon any change in the residence address indicated below.
OPTIONEE: UNISON SOFTWARE, INC.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇ ▇. ▇▇▇
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Title: Chief Executive Officer
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Signature
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CONSENT OF SPOUSE
The undersigned spouse of Optionee has read and hereby approves the
terms and conditions of this Option Agreement. In consideration of the
Company's granting his or her spouse the right to purchase Shares as set
forth in this Option Agreement, the undersigned hereby agrees to be
irrevocably bound by the terms and conditions of the Option Agreement and
further agrees that any community property interest shall be similarly bound.
The undersigned hereby appoints the undersigned's spouse as attorney-in-fact
for the undersigned with respect to any amendment or exercise of rights under
this Option Agreement.
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Spouse of Optionee
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EXHIBIT A
UNISON SOFTWARE, INC.
EXECUTIVE STOCK OPTION AGREEMENT
EXERCISE NOTICE
Unison Software, Inc.
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Attention: Secretary
1. EXERCISE OF OPTION. Effective as of today, ________________,
199__, the undersigned ("Purchaser") hereby elects to purchase ______________
shares (the "Shares") of the Common Stock of Unison Software, Inc. (the
"Company") under and pursuant to the Executive Stock Option Agreement dated
August ___, 1996 (the "Option Agreement"). The purchase price for the Shares
shall be $________ per share, as required by the Option Agreement.
2. DELIVERY OF PAYMENT. Purchaser herewith delivers to the Company
the full purchase price for the Shares.
3. REPRESENTATIONS OF PURCHASER. Purchaser acknowledges that
Purchaser has received, read and understood the Option Agreement and agrees
to abide by and be bound by their terms and conditions.
4. RIGHTS AS STOCKHOLDER. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such
Shares, no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option. A share certificate for the number of Shares so
acquired shall be issued to the Optionee as soon as practicable after
exercise of the Option. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the stock certificate is
issued[, except as provided in Section 9 of the Option Agreement.
5. TAX CONSULTATION. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition
of the Shares. Purchaser represents that Purchaser has consulted with any
tax consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company
for any tax advice.
6. ENTIRE AGREEMENT; GOVERNING LAW. The Option Agreement is
incorporated herein by reference. This Exercise Notice and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Purchaser with respect to the subject
matter hereof, and may not be modified adversely to the Purchaser's interest
except by means of a writing signed by the Company and Purchaser. This
agreement is governed by Delaware law except for that body of law pertaining
to conflict of laws.
Submitted by: Accepted by:
PURCHASER: UNISON SOFTWARE, INC.
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By:
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Its:
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Signature
Address:
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EXHIBIT B
SECURITY AGREEMENT
This Security Agreement is made as of __________, 19___ between Unison
Software, Inc., a Delaware corporation ("Pledgee"), and
_________________________ ("Pledgor").
RECITALS
Pursuant to Pledgor's election to purchase Shares under the Option
Agreement dated ________________ (the "Option Agreement"), between Pledgor
and Pledgee, and Pledgor's election under the terms of the Option Agreement
to pay for such shares with his promissory note (the "Note"), Pledgor has
purchased _________ shares of Pledgee's Common Stock (the "Shares") at a
price of $________ per share, for a total purchase price of $__________. The
Note and the obligations thereunder are as set forth in Exhibit C to the
Option Agreement.
NOW, THEREFORE, it is agreed as follows:
1. CREATION AND DESCRIPTION OF SECURITY INTEREST. In consideration of
the transfer of the Shares to Pledgor under the Option Agreement, Pledgor,
pursuant to the Delaware Commercial Code, hereby pledges all of such Shares
(herein sometimes referred to as the "Collateral") represented by certificate
number ______, duly endorsed in blank or with executed stock powers, and
herewith delivers said certificate to the Secretary of Pledgee
("Pledgeholder"), who shall hold said certificate subject to the terms and
conditions of this Security Agreement.
The pledged stock (together with an executed blank stock assignment for
use in transferring all or a portion of the Shares to Pledgee if, as and when
required pursuant to this Security Agreement) shall be held by the
Pledgeholder as security for the repayment of the Note, and any extensions or
renewals thereof, to be executed by Pledgor pursuant to the terms of the
Option, and the Pledgeholder shall not encumber or dispose of such Shares
except in accordance with the provisions of this Security Agreement.
2. PLEDGOR'S REPRESENTATIONS AND COVENANTS. To induce Pledgee to
enter into this Security Agreement, Pledgor represents and covenants to
Pledgee, its successors and assigns, as follows:
a. PAYMENT OF INDEBTEDNESS. Pledgor will pay the principal sum
of the Note secured hereby, together with interest thereon, at the time and
in the manner provided in the Note.
b. ENCUMBRANCES. The Shares are free of all other encumbrances,
defenses and liens, and Pledgor will not further encumber the Shares without
the prior written consent of Pledgee.
c. MARGIN REGULATIONS. In the event that Pledgee's Common Stock
is now or later becomes margin-listed by the Federal Reserve Board and
Pledgee is classified as a "lender" within the meaning of the regulations
under Part 207 of Title 12 of the Code of Federal Regulations ("Regulation
G"), Pledgor agrees to cooperate with Pledgee in making any amendments to the
Note or providing any additional collateral as may be necessary to comply
with such regulations.
3. VOTING RIGHTS. During the term of this pledge and so long as all
payments of principal and interest are made as they become due under the
terms of the Note, Pledgor shall have the right to vote all of the Shares
pledged hereunder.
4. STOCK ADJUSTMENTS. In the event that during the term of the pledge
any stock dividend, reclassification, readjustment or other changes are
declared or made in the capital structure of Pledgee, all new, substituted
and additional shares or other securities issued by reason of any such change
shall be delivered to and held by the Pledgee under the terms of this
Security Agreement in the same manner as the Shares originally pledged
hereunder. In the event of substitution of such securities, Pledgor,
Pledgee and Pledgeholder shall cooperate and execute such documents as are
reasonable so as to provide for the substitution of such Collateral and, upon
such substitution, references to "Shares" in this Security Agreement shall
include the substituted shares of capital stock of Pledgor as a result
thereof.
5. OPTIONS AND RIGHTS. In the event that, during the term of this
pledge, subscription options or other rights shall be issued in connection
with the pledged Shares, such rights and options shall be the property of
Pledgor and, if exercised by Pledgor, all new stock or other securities so
acquired by Pledgor as it relates to the pledged Shares then held by
Pledgeholder shall be immediately delivered to Pledgeholder, to be held under
the terms of this Security Agreement in the same manner as the Shares pledged.
6. DEFAULT. Pledgor shall be deemed to be in default of the Note and
of this Security Agreement in the event:
a. Payment of principal or interest on the Note shall be
delinquent for a period of 10 days or more; or
b. Pledgor fails to perform any of the covenants set forth in the
Option Agreement or contained in this Security Agreement for a period of 10
days after written notice thereof from Pledgee.
In the case of an event of Default, as set forth above, Pledgee shall have
the right to accelerate payment of the Note upon notice to Pledgor, and
Pledgee shall thereafter be entitled to pursue its remedies under the
Delaware Commercial Code.
7. RELEASE OF COLLATERAL. Subject to any applicable contrary rules
under Regulation G, there shall be released from this pledge a portion of the
pledged Shares held by Pledgeholder hereunder upon payments of the principal
of the Note. The number of the pledged Shares which shall be
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released shall be that number of full Shares which bears the same proportion
to the initial number of Shares pledged hereunder as the payment of principal
bears to the initial full principal amount of the Note.
8. WITHDRAWAL OR SUBSTITUTION OF COLLATERAL. Pledgor shall not sell,
withdraw, pledge, substitute or otherwise dispose of all or any part of the
Collateral without the prior written consent of Pledgee.
9. TERM. The within pledge of Shares shall continue until the payment
of all indebtedness secured hereby, at which time the remaining pledged stock
shall be promptly delivered to Pledgor, subject to the provisions for prior
release of a portion of the Collateral as provided in paragraph 7 above.
10. INSOLVENCY. Pledgor agrees that if a bankruptcy or insolvency
proceeding is instituted by or against it, or if a receiver is appointed for
the property of Pledgor, or if Pledgor makes an assignment for the benefit of
creditors, the entire amount unpaid on the Note shall become immediately due
and payable, and Pledgee may proceed as provided in the case of default.
11. PLEDGEHOLDER LIABILITY. In the absence of willful or gross
negligence, Pledgeholder shall not be liable to any party for any of his
acts, or omissions to act, as Pledgeholder.
12. INVALIDITY OF PARTICULAR PROVISIONS. Pledgor and Pledgee agree
that the enforceability or invalidity of any provision or provisions of this
Security Agreement shall not render any other provision or provisions herein
contained unenforceable or invalid.
13. SUCCESSORS OR ASSIGNS. Pledgor and Pledgee agree that all of the
terms of this Security Agreement shall be binding on their respective
successors and assigns, and that the term "Pledgor" and the term "Pledgee" as
used herein shall be deemed to include, for all purposes, the respective
designees, successors, assigns, heirs, executors and administrators.
14. GOVERNING LAW. This Security Agreement shall be interpreted and
governed under the laws of the State of Delaware, except for that body of law
pertaining to conflicts of laws.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
"PLEDGOR"
By:
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Print Name
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Address:
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"PLEDGEE" UNISON SOFTWARE, INC.,
a Delaware corporation
By:
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Title:
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"PLEDGEHOLDER"
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Secretary of Unison Software, Inc.
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EXHIBIT C
NOTE
$_______________ Santa Clara, California
______________, 19___
FOR VALUE RECEIVED, _______________ promises to pay to Unison Software,
Inc., a Delaware corporation (the "Company"), or order, the principal sum of
_______________________ ($_____________), together with interest on the
unpaid principal hereof from the date hereof at the rate of _______________
percent (____%) per annum, compounded semiannually.
Principal and interest shall be due and payable on __________, 19___.
Should the undersigned fail to make full payment of principal or interest for
a period of 10 days or more after the due date thereof, the whole unpaid
balance on this Note of principal and interest shall become immediately due
at the option of the holder of this Note. Payments of principal and interest
shall be made in lawful money of the United States of America.
The undersigned may at any time prepay all or any portion of the
principal or interest owing hereunder.
This Note is subject to the terms of an Option Agreement, dated as of
______________. This Note is secured in part by a pledge of the Company's
Common Stock under the terms of a Security Agreement of even date herewith
and is subject to all the provisions thereof.
The holder of this Note shall have full recourse against the
undersigned, and shall not be required to proceed against the collateral
securing this Note in the event of default.
In the event the undersigned shall cease to be an employee or consultant
of the Company for any reason, the maturity of this Note shall, at the option
of the Company, be accelerated, and the whole unpaid balance on this Note of
principal and accrued interest shall be immediately due and payable.
Should any action be instituted for the collection of this Note, the
reasonable costs and attorneys' fees therein of the holder shall be paid by
the undersigned.
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ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED I, _______________________________, hereby sell,
assign and transfer unto ___________________________________________
(__________) shares of the Common Stock of Unison Software, Inc. standing in
my name of the books of said corporation represented by Certificate No. _____
herewith and do hereby irrevocably constitute and appoint
________________________ to transfer the said stock on the books of the
within named corporation with full power of substitution in the premises.
This Stock Assignment may be used only in accordance with the Security
Agreement between ________________________ and the undersigned dated
______________, 19__.
Dated: _______________, 19___
Signature:
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INSTRUCTIONS: Please do not fill in any blanks other than the signature
line. The purpose of this assignment is to enable the Company to exercise
its rights under the Security Agreement, without requiring additional
signatures on the part of the Purchaser.
UNISON SOFTWARE
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March 10, 1997
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RE: OPTION REPRICING
Dear ▇▇▇▇▇▇▇:
I am pleased to announce that the Board of Directors of Unison Software,
Inc. (the "Company") has decided to offer holders of existing stock options
with an exercise price above $7.375 per share ("Old Options"), the
opportunity to amend their Old Options into New Options. Participation by
each option holder is, of course, voluntary.
The principal features of the New Options will be the same as the Old
Options (including number of shares), EXCEPT as follows:
1. VESTING SCHEDULE. The New Option will be unvested for six months
from the date upon which you accept the Company's repricing offer. However,
six months later, subject to your continued employment or consulting
relationship with the Company, the New Option will have the vesting from the
Old Option reinstated in full. In other words, after six months, you will
have exactly the same vesting in your New Option as you would have had in
your Old Option had you not participated in the repricing.
2. EXERCISE PRICE. The exercise price of the New Option is the NASDAQ
closing sales price per share ON THE LAST TRADING DAY PRIOR to the day upon
which you accept the repricing offer.
Your New Option will be an incentive stock option if the Old Option is an
incentive stock option. However, in the event that you receive a new
incentive stock option for which the aggregate exercise price of shares first
becoming purchasable in any calendar year exceeds $100,000, the portion so
purchasable in excess of $100,000 will be treated for tax purposes as a
nonstatutory stock option rather than as an incentive stock option. For this
purpose, shares that vest in 1997 under the New Option include any 1997
vesting for Old Options.
Attached hereto as Exhibit A is a schedule showing, as of March 10, 1997,
your outstanding options which have an exercise price greater than $7.375 per
share.
If you wish to amend any or all of your Old Options into New Options,
please so indicate by returning the enclosed form entitled "Amendment of
Stock Options" to ▇▇▇▇▇ ▇▇▇▇▇▇ at the Company who must receive your
completed form no later than March 18, 1997. After that date, the repricing
program will lapse.
Very truly yours,
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
EXHIBIT A
Optionee: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
OUTSTANDING OPTIONS AS OF MARCH 10, 1997
----------------------------------------------------------------------------------------------------------
|Option Grant Date | Number of Shares Remaining | Exercise Price Per Share | Expiration Date | ISO or NSO |
| | Unexercised | | | |
| | | | | |
|---------------------------------------------------------------------------------------------------------|
|08/16/96 | 242,640 | $12.6667 | 08/16/06 | NSO |
----------------------------------------------------------------------------------------------------------
AMENDMENT OF STOCK OPTIONS
The undersigned optionee hereby elects to accept the Board's offer to
amend each of the following stock options for new options pursuant to the
terms set forth in the letter dated March 10, 1997 from the Company:
Option #1 Option #2 Option #3
--------- --------- ---------
Option Grant Date: 08/16/96 _________ _________
Number of Shares
Remaining Unexercised: 242,640 _________ _________
Original Exercise Price: $12.667 _________ _________
New Exercise Price: $6.75 _________ _________
ISO or NSO: NSO _________ _________
INSTRUCTIONS
Please set forth above the information required with respect to each
outstanding stock option that you wish to amend.
The undersigned acknowledges receipt of the Company's letter dated March
10, 1997 and the enclosures referenced therein and contained therewith. The
undersigned hereby agrees to be bound by all of the terms and conditions of
the repricing program as described in said letter, and understands that the
New Option(s) shall be subject to a new vesting schedule. The undersigned
further acknowledges and agrees that participation in the repricing program
shall not be construed as an express or implied agreement of employment with
the Company other than on an at-will basis.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
Signature of Optionee
Date: March 13, 1997