EXHIBIT 10.23
APPLIX, INC.
Nonstatutory Stock Option Agreement
Granted Under 2004 Equity Incentive Plan
1. Grant of Option.
This agreement evidences the grant by Applix, Inc., a Massachusetts
corporation (the "Company"), on ______________ , 200__ (the "Grant Date") to
____________________, an employee, consultant or director of the Company (the
"Participant"), of an option to purchase, in whole or in part, on the terms
provided herein and in the Company's 2004 Equity Incentive Plan (the "Plan"), a
total of ___________ shares (the "Shares") of common stock, $0.0025 par value
per share, of the Company ("Common Stock") at $__________ per Share. Unless
earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the
date seven years after the Grant Date (the "Final Exercise Date").
It is intended that the option evidenced by this agreement shall not be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the "Code").
Except as otherwise indicated by the context, the term "Participant", as used in
this option, shall be deemed to include any person who acquires the right to
exercise this option validly under its terms.
2. Vesting Schedule.
Except as otherwise provided in this Agreement, this option may be
exercised prior to the Final Exercise Date as to not more than the percentage of
shares subject to this option set forth in the table below during the respective
periods set forth in the table below.
Number of Shares
Exercise Period Exercisable
--------------- ----------------
Prior to <> 0
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3. Exercise of Option.
(a) Form of Exercise. Each election to exercise this option shall be in
writing, signed by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the manner
provided in the Plan. An example of an exercise notice is attached to this
agreement as Exhibit A. Payment of the purchase price for shares purchased upon
exercise of this option shall be made:
(1) in cash or by check, payable to the order of the Company;
(2) by (i) delivery of an irrevocable and unconditional
undertaking by a creditworthy broker to deliver promptly to the Company
sufficient funds to pay the exercise price and any required tax withholding or
(ii) delivery by the Participant to the Company of a copy of irrevocable and
unconditional instructions to a creditworthy broker to deliver promptly to the
Company cash or a check sufficient to pay the exercise price and any required
tax withholding;
(3) by delivery of shares of Common Stock owned by the Participant
valued at their fair market value as determined by (or in a manner approved by)
the Board of Directors of the Company in good faith, provided (i) such method of
payment is then permitted under applicable law and (ii) such Common Stock, if
acquired directly from the Company was owned by the Participant at least six
months prior to such delivery; or
(4) by any combination of the above permitted forms of payment.
The Participant may purchase less than the number of shares covered hereby,
provided that no partial exercise of this option may be for any fractional share
or for fewer than ten whole shares.
(b) Continuous Relationship with the Company Required. Except as
otherwise provided in this Section 3, this option may not be exercised unless
the Participant, at the time he or she exercises this option, is, and has been
at all times since the Grant Date, an employee or officer of, or consultant or
advisor to, the Company or any other entity the employees, officers, directors,
consultants, or advisors of which are eligible to receive option grants under
the Plan (an "Eligible Participant").
(c) Termination of Relationship with the Company. If the Participant
ceases to be an Eligible Participant for any reason, then, except as provided in
paragraphs (d) and (e) below, the
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right to exercise this option shall terminate ninety days after such cessation
(but in no event after the Final Exercise Date), provided that this option shall
be exercisable only to the extent that the Participant was entitled to exercise
this option on the date of such cessation. Notwithstanding the foregoing, if the
Participant, prior to the Final Exercise Date, violates the non-competition or
confidentiality provisions of any employment contract, confidentiality and
nondisclosure agreement or other agreement between the Participant and the
Company, the right to exercise this option shall terminate immediately upon
written notice to the Participant from the Company describing such violation.
(d) Exercise Period Upon Death or Disability. If the Participant dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
the Final Exercise Date while he or she is an Eligible Participant and the
Company has not terminated such relationship for "cause" as specified in
paragraph (e) below, this option shall be exercisable, within the period of one
year following the date of death or disability of the Participant, by the
Participant (or in the case of death by an authorized transferee), provided that
this option shall be exercisable only to the extent that this option was
exercisable by the Participant on the date of his or her death or disability,
and further provided that this option shall not be exercisable after the Final
Exercise Date.
(e) Discharge for Cause. If the Participant, prior to the Final Exercise
Date, is discharged by the Company for "cause" (as defined below), the right to
exercise this option shall terminate immediately upon the effective date of such
discharge. "Cause" shall mean willful misconduct by the Participant or willful
failure by the Participant to perform his or her responsibilities to the Company
(including, without limitation, breach by the Participant of any provision of
any employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Participant and the Company), as determined by the
Company, which determination shall be conclusive. The Participant shall be
considered to have been discharged for "Cause" if the Company determines, within
30 days after the Participant's resignation, that discharge for cause was
warranted.
4. Tax Withholding.
No Shares will be issued pursuant to the exercise of this option unless
and until the Participant pays to the Company, or makes provision satisfactory
to the Company for payment of, any federal, state or local withholding taxes
required by law to be withheld in respect of this option.
5. Nontransferability of Option.
This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.
6. Provisions of the Plan.
This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option.
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IN WITNESS WHEREOF, the Company has caused this option to be executed
under its corporate seal by its duly authorized officer. This option shall take
effect as a sealed instrument.
APPLIX, INC.
Dated: _________ By: ____________________________________
Name: ____________________________
Title: ____________________________
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PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof. The undersigned hereby acknowledges receipt of a
copy of the Company's 2004 Equity Incentive Plan.
PARTICIPANT:
____________________________
Address: ___________________
___________________
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EXHIBIT A
NOTICE OF STOCK OPTION EXERCISE
Date: ______________________(1)
Applix, Inc.
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Attention: Treasurer
Dear Sir or Madam:
I am the holder of a Nonstatutory Stock Option granted to me under the
Applix, Inc. (the "Company") 2004 Equity Incentive Plan on __________(2) for the
purchase of _____________(3) shares of Common Stock of the Company at a purchase
price of $_____________(4) per share.
I hereby exercise my option to purchase _____________(5) shares of Common
Stock (the "Shares"), for which I have enclosed _______________(6) in the amount
of ________(7). Please register my stock certificate as follows:
Name(s): _______________________(8)
_______________________
Address: _______________________
Tax I.D. #: _______________________(9)
Very truly yours,
_____________________________
(Signature)
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(1) Enter the date of exercise.
(2) Enter the date of grant.
(3) Enter the total number of shares of Common Stock for which the option was
granted.
(4) Enter the option exercise price per share of Common Stock.
(5) Enter the number of shares of Common Stock to be purchased upon exercise
of all or part of the option.
(6) Enter "cash", "personal check" or if permitted by the option or Plan,
"stock certificates No. XXXX and XXXX".
(7) Enter the dollar amount (price per share of Common Stock times the number
of shares of Common Stock to be purchased), or the number of shares tendered.
Fair market value of shares tendered, together with cash or check, must cover
the purchase price of the shares issued upon exercise.
(8) Enter name(s) to appear on stock certificate: (a) Your name only; (b) Your
name and other name (i.e., ▇▇▇▇ ▇▇▇ and ▇▇▇▇ ▇▇▇, Joint Tenants With Right of
Survivorship); or (c) a Child's name, with you as custodian (i.e., ▇▇▇▇ ▇▇▇,
Custodian for ▇▇▇▇▇ ▇▇▇). Note: There may be income and/or gift tax consequences
of registering shares in a Child's name.
(9) Social Security Number of Holder(s).
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