SOFTMAX, INC.
AMENDED AND RESTATED
NOTICE OF GRANT OF STOCK OPTION
WHEREAS, [NAME] (the “Optionee”) was granted an option to purchase [NUMBER OF OPTIONS] shares
of common stock of SOFTMAX, Inc. (the “Company”) on [ORIGINAL OPTION GRANT DATE] (the “Option”);
WHEREAS, the Company and Optionee both wish to clarify the vesting terms of the Option;
NOW, THEREFORE, BE IT RESOLVED, in consideration of the mutual promises contained herein, the
parties hereto agree that the Notice of Grant dated [GRANT DATE] constituting part of the Option
shall be amended and restated as follows:
[NAME] (the “Optionee”) has been granted an option (the “Option”) to purchase certain shares
of Stock of SOFTMAX, Inc. pursuant to the SOFTMAX, Inc. 2004 Stock Option Plan (the “Plan”), as
follows:
| |
|
|
Date of Option Grant:
|
|
[ ] |
|
|
|
Number of Option Shares:
|
|
[ ] |
|
|
|
Exercise Price:
|
|
[ ] per share |
|
|
|
Initial Vesting Date:
|
|
[ ] |
|
|
|
Option Expiration Date:
|
|
The date ten (10) years after the Date of Option
Grant |
|
|
|
Tax Status of Option:
|
|
Incentive (Enter “Incentive” or “Nonstatutory.”
If blank, this Option will be Nonstatutory Stock
Option.) |
Vested Shares: Except as provided in the Stock Option Agreement, the number of Vested Shares
(disregarding any resulting fractional share) as of any date is determined by multiplying the
Number of Option Shares by the “Vested Ratio” determined as of such date as follows:
| |
|
|
|
|
| |
|
Vested Ratio |
Prior to Initial Vesting Date |
|
|
0 |
|
|
|
|
|
|
On the one year anniversary of the Initial Vesting Date,
provided the Optionee’s Service has not terminated prior to
such date |
|
|
1/4 |
|
|
|
|
|
|
Plus: |
|
|
|
|
|
|
|
|
|
For each full month of the Optionee’s continuous Service from
the one year anniversary of the Initial Vesting Date until
the Vested Ratio equals 1/1, an additional |
|
|
1/48 |
|
By their signatures below, the Company and the Optionee agree that the Option is governed by
this Notice and by the provisions of the Plan and the Stock Option Agreement, both of which are
attached to and made a part of this document. The Optionee acknowledges receipt of copies of the
Plan and the Stock Option Agreement, represents that the Optionee has read and is familiar with
their provisions, and hereby accepts the Option subject to all of their terms and conditions.
| |
|
|
|
|
|
|
|
|
|
|
|
|
| SOFTMAX, INC. |
|
|
|
OPTIONEE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Its: |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Address: |
|
|
|
|
|
Address: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ATTACHMENTS: |
2004 Stock Option Plan, as amended, to the Date of Option Grant; Stock Option
Agreement and Exercise Notice |
2