EXHIBIT 10 (gg)
DATA GENERAL CORPORATION
DOMESTIC
1997 NON-OFFICER EMPLOYEE STOCK OPTION AGREEMENT
(Non-qualified Stock Option)
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EMPLOYEE STOCK OPTION AGREEMENT made this_______, between DATA GENERAL
CORPORATION, a Delaware corporation (hereinafter called the "Company"),
and_______, an employee of the Company or of a subsidiary of the Company
(hereinafter called the "Participant");
W I T N E S S E T H :
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WHEREAS, the Company desires, by affording the Participant an
opportunity to purchase shares of its common stock, as hereinafter provided, to
carry out the purpose of the "1997 Non-Officer Employee Stock Option Plan"
(hereinafter referred to as the "Plan"), approved by its directors:
NOW, THEREFORE, in consideration of the premises and of the mutual
promises hereinafter contained, the parties hereto have agreed as follows:
1. Grant of Option.
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The Company hereby grants to the Participant a non-qualified stock option
(hereinafter called the "Option") to purchase all or part of an aggregate of
____________ of stock (hereinafter referred to as the "Stock") (such number
being subject to adjustment as provided in Paragraph 11 hereof) on the terms and
conditions hereinafter set forth.
2. Incorporation of Plan.
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Except as hereinafter provided, this Agreement shall be governed by and be
subject to all the terms and conditions set forth in the Plan as in effect on
the date hereof. A copy of the Plan has been delivered to the Participant and is
hereby incorporated by reference.
3. Purchase Price.
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The purchase price of the shares of Stock covered by the Option shall be________
per share. Payment shall be made in cash, by certified check or in shares of
Common Stock in the manner prescribed in Paragraph 9 hereof.
4. Term of Option.
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The term of the Option shall be for a period commencing on the date hereof and
ending on___________________. The right of Participant to purchase Stock through
the exercise of this Option, wholly or in part, shall be available to the
Participant at any time during the term of this Option subject to restrictions
on the disposition as provided in Paragraph 6 hereof and to the obligation of
resale of said Stock as provided in Paragraph 7 hereof.
5. Nontransferability.
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The Option shall not be transferable otherwise than by will or the laws of
descent and distribution, and the Option may be exercised, during the lifetime
of the Participant only by him, more particularly (but without limiting
generality of the foregoing), the Option may not be assigned, transferred
(except as provided above), pledged, hypothecated in any way, shall not be
assignable by operation of law, and shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the Option contrary to the provision
hereof, and the levy of any execution, attachment, or similar process upon the
Option, shall be null and void and without effect; provided however, that if
Participant shall die while in the employ of the Company or a subsidiary of the
Company, his executor, personal representative, or administrator shall have the
right to exercise the Option (to the extent that the Participant would have been
entitled to do so at the date of his death) at any time within twelve (12)
months from the date of death in respect of the total number of shares as to
which he would be entitled to exercise his Option at the date of his death.
6. Restrictions on Disposition.
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Stock acquired by Participant pursuant to the exercise of an Option is subject
to certain restrictions on dispositions and obligations of resale to the Company
as provided in Section 7 of the Plan and such Stock shall not be sold,
transferred, or otherwise disposed of and shall not be pledged to anyone other
than the Company or otherwise hypothecated until such restrictions lapse.
Participant understands and agrees that, if the Stock is subject to restrictions
which have not yet lapsed, certificates representing such Stock will contain a
legend to the effect that the Stock is subject to certain restrictions on
disposition and obligations of resale as contained in Section 7 of the Plan.
Such restrictions against the disposition of the Stock shall lapse in accordance
with the provisions of Exhibit A attached hereto; provided, however, that the
1997 Non-Officer Employee Stock Option Plan Committee (the "Committee") shall,
in its sole discretion, decide at the time Participant is granted an Authorized
Leave of Absence (as defined in this Paragraph 6), whether the period of time
during which Participant takes an Authorized Leave of Absence shall be included
in determining whether the restrictions against disposition shall have lapsed in
accordance with th provisions of Exhibit A attached hereto.
In any event, upon the occurrence of the earlier of the death of Participant,
the retirement of Participant with the consent of the Company or the attainment
by Participant of the age of 65 whether or not Participant retires, the
restrictions against disposition which have not otherwise lapsed under the Plan
shall immediately lapse.
For purposes of this Paragraph 6, "Authorized Leave of Absence" shall mean (a)
any period of leave granted to Participant by the Company for reasons of
sickness or disability or for the pursuit of graduate or other academic studies
or for government service or personal or family hardship, or such other reasons
as the Company may in its discretion determine provided that in no event shall
the period of such leave exceed the period granted by the Company and provided
further that unless Participant retires during such leave, Participant returns
to the employment of the Company at the termination of such period; and (b)
absence for military service in the armed forces of the United States under
leave granted by the Company or as required by law, provided Participant returns
to employment within six (6) months of his releas from such military service, or
within any longer period during which his right to reemployment is protected by
law.
7. Obligation of Resale.
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If Participant's employment terminates other than by retirement with the consent
of the Company or by Participant's death, then the Stock for which Participant
has paid the purchase price but on which restrictions against disposition have
not lapsed shall be offered for resale to the Company at the price paid by
Participant. This offer of resale must be in writing and must be delivered to
the Company within thirty (30) days following termination and certificates for
such Stock shall be delivered to the Company within such thirty-day period. If
such Stock is not delivered to the Company within thirty (30) days following the
termination of Participant's employment, such Stock shall remain subject to the
restrictions against disposition and such restrictions shall not lapse as
otherwise provided herein and in the Plan. Within sixty (60) days following a
timely delivery of the Stock, the Company will compensate Participant (at the
original purchase price) for such number of the shares of the Stock as the
Company elects to repurchase and will return to the Participant any such shares
not so purchased. In the event that the Company declines in writing to
repurchase such Stock, such Stock shall remain the property of Participant and
the restrictions against disposition shall lapse at the rate stated in this
Agreement.
8. Employment.
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Subject to the provisions of Paragraph 5 hereof, this Option shall be
exercisable only by Participant while he is employed by the Company or a
subsidiary of the Company or upon his retirement with the consent of the Company
If Participant shall retire with the consent of the Company before his Option
shall have terminated, he must exercise the Option within ninety (90) days after
the date on which he ceases to be employed by the Company or a subsidiary of the
Company.
Participant acknowledges and agrees that the Company is not obligated by this
Agreement or the Plan to continue the Participant in its employment, and this
Agreement does not in any manner constitute an employment agreement or create
any rights, benefits, or obligations not specifically set forth herein.
9. Method of Exercising Option.
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Subject to the terms and conditions of this Option Agreement, the Option may be
exercised by written notice to the Company at its office at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: Treasurer. Such notice shall state the election to
exercise the Option, and the number of shares of Stock in respect of which it is
being exercised. It shall be signed by the person or persons so exercising the
Option and shall be accompanied by payment of the full purchase price of such
Stock in cash, by certified check or in shares of Common Stock. If shares of
Common Stock are tendered as payment of the Option exercise price, the value of
such shares shall be their fair market value as of the date of exercise.
If such tender would result in the issuance of fractional shares of Common
Stock, the Participant shall purchase, at the price which reflects the fair
market value of the Stock as of the date of exercise, in cash, by certified
check, or cashier's check such additional fractional shares of Common Stock as
are necessary to result in the issuance to the Participant of an additional
whole share of Stock. The Company shall issue, in the name of the person or
persons exercising the Option, and deliver a certificate or certificates
representing such shares as soon as practicable after the notice and payment
shall be received.
In the event the Option shall be exercised, pursuant to Paragraph 5 hereof, by
any person or persons other than the Participant, such notice shall be
accompanied by appropriate proof of the right of such person or persons to
exercise the Option.
Until Participant (or his representative as provided in Paragraph 5 hereof) has
been issued a certificate or certificates for the shares as acquired,
Participant shall possess no stockholder rights with respect to any such Stock.
10. Additional Withholding for Tax Purposes.
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Upon exercise of an Option, if the restrictions on any of the shares being
purchased thereunder shall have already lapsed, then the Company will require,
at the time of exercise, an additional payment equal to all applicable
withholding taxes which may be imposed on the difference between the purchase
price of such shares and the fair market value of such shares as of the exercise
date (which sum shall be paid in due course by the Company to the applicable
agencies as income taxes withheld on income resulting from the exercise of the
Option).
The Company will also require, in each year during which restrictions on any
shares purchased upon exercise of the Option shall lapse, a payment equal to all
applicable withholding taxes which may be imposed on the difference between the
purchase price of such shares and the faimarket value of such shares as of the
date on which the restrictions lapse.
If a Participant elects, in accordance with Section 83(b) of the Internal
Revenue Code of 1986 as amended, and Section 9 of the Plan, to recognize
ordinary income in the year of exercise with respect to the shares being
purchased upon exercise of the Option, then the Company will require at the time
of such election an additional payment equal to all applicable withholding taxes
which may be imposed on the difference between the purchase price of such shares
and the fair market value of such shares as of the exercise date.
11. Changes in Capital Structure.
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If all or any portion of the Option shall be exercised subsequent to any stock
dividend splitup, recapitalization, merger, consolidation, combination or
exchange of shares, or otherwise, occurring after the date hereof, the aggregate
number of shares of the Stock subject to this Agreement and the Option price may
be proportionately adjusted, and any other appropriate changes may be made by
the Board of Directors or the Committee, whose determination shall be
conclusive. No fractional share shall be issued upon any such exercise and the
aggregate price shall be reduced on account of any fractional share not issued.
In no event, however, shall adjustment be made in the rate at which restrictions
against disposition lapse and Participant's obligation of resale, as fixed by
Paragraph 6 and 7 hereof.
12. Termination of Option.
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In the event of the institution of any legal proceedings directed to the
validity of the Plan pursuant to which the Option is granted, or to any option
granted under it, the Company may, in its discretion, and without incurring any
liability therefor to any Participant, terminate the Option.
13. Enforceability.
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This agreement shall be binding upon the Participant, his estate, his personal
representatives and beneficiaries.
IN WITNESS WHEREOF, the Company has caused this Option Agreement to be executed
by its duly authorized officer, and the Participant has hereunto set his hand
and seal, all on the day and year first above written.
DATA GENERAL CORPORATION
By: _______________________________
Officer
I have read and understood this Agreement and agree to be bound by its
terms.
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*name*
EXHIBIT A TO
EMPLOYEE STOCK OPTION AGREEMENT
Dated: ________________
The Option is immediately exercisable except as otherwise provided in
the Agreement. During the term of this Option, the restrictions against
disposition and obligation of resale to the Company shall lapse so the shares
become freely tradeable ("free shares") in accordance with the following
schedule:
# of Years From Cumulative % of
Date of Option % of Grant Becoming Grant Becoming
Agreement Free Shares Free Shares
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