EXHIBIT A VIGNETTE CORPORATION 1999 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT

EX-10.26 5 dex1026.htm MICHAEL A. AVILES STOCK OPTION AGREEMENT Michael A. Aviles Stock Option Agreement

EXHIBIT 10.26

EXHIBIT A

VIGNETTE CORPORATION

1999 EQUITY INCENTIVE PLAN

NOTICE OF STOCK OPTION GRANT

You have been granted the following option to purchase shares of the Common Stock of Vignette Corporation (the “Corporation”):

 

Name of Optionee:    [___________________]*
Total Number of Shares:    [___________________]*
Type of Option:    Nonstatutory Stock Option
Exercise Price Per Share:    $[__________]*
Date of Grant:    [___________________]*
Vesting Commencement Date:    [___________________]*
Vesting Schedule:    25% of this grant will vest on the first anniversary of your date of hire (February 13, 2007) and an additional 6.25% of this grant will vest quarterly thereafter.
Expiration Date:    [___________________]*
   This option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement.

{* The specific terms of the award are determined on the date of grant by a Committee of the Board of Directors as prescribed by the Corporation’s 1999 Equity Incentive Plan.}

You and the Corporation agree that this option is granted under and governed by the terms and conditions of the 1999 Equity Incentive Plan (the “Plan”), this Notice of Stock Option Grant, and the attached Stock Option Agreement (the “Option Agreement”); the Option Agreement is attached to and made a part of this document. In the event of a conflict between the Plan and the Option Agreement, the Option Agreement governs.

You further agree that the Corporation may deliver by email all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Corporation is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Corporation may deliver these documents by posting them on a web site maintained by the Corporation or by a third party under contract with the Corporation. If the Corporation posts these documents on a web site, it will notify you by email.


OPTIONEE:     VIGNETTE CORPORATION
        

By:

    
     

Title:

    

 

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VIGNETTE CORPORATION

1999 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

 

Tax Treatment    This option is intended to be an incentive stock option under section 422 of the Internal Revenue Code or a nonstatutory stock option, as provided in the Notice of Stock Option Grant.
Vesting   

This option becomes exercisable in installments, as shown in the Notice of Stock Option Grant. In addition, this option becomes exercisable in full (or partially as set forth below) if any of the following events occurs:

 

•      Your Service (as defined below) terminates because of death,

 

•      The Corporation is subject to a “Change in Control” (as defined in the Plan) before your Service or employment terminates, and your employment is terminated by the Corporation without Cause or by you for Good Reason as defined in the February 10, 2006 letter agreement governing the terms of your employment (the “Letter Agreement”) within 18 months after the Change in Control.

 

•      Your employment is terminated by the Corporation without “Cause” or by you for “Good Reason” as defined in the Letter Agreement in which case your initial option grant shall accelerate and vest as though you completed one additional year of employment with the Company following the date of your termination; provided, however, that no more than an additional 25% of the unvested options at the time of your termination shall vest by virtue of this provision. For example, if you had been with the Company for 13 months at the time of your termination, you would vest in an additional 25% of your then unvested options in addition to any vesting of options which had already occurred pursuant to such grant (in the case of your initial option grant, you would have already vested in 25% of your initial option grant).

 

Except as provided herein, this option will not be exercisable for additional shares after your service as an employee, consultant or outside director of the Corporation or a parent or subsidiary of the Corporation (“Service”) has terminated for any reason. It is intended that the exercise schedule for this option is commensurate with a full-time work schedule. For possible adjustments that may be made by the Corporation, see the Section below entitled “Leaves of Absence and Part-Time Work.”

 

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Term    This option expires in any event at the close of business at Corporation headquarters on the day before the eighth anniversary of the Date of Grant, as shown in the Notice of Stock Option Grant. (Except as provided herein, it will expire earlier if your Service terminates, as described below.)
Regular Termination    If your Service terminates for any reason except death or Permanent Disability, then this option will expire at the close of business at Corporation headquarters on the date three (3) months after your termination date.
Death    If you die while this option is outstanding, then this option will expire at the close of business at Corporation headquarters on the date 12 months after the date of death.
Disability   

If your Service terminates because of your Permanent Disability, then this option will expire at the close of business at Corporation headquarters on the date 12 months after your termination date.

 

For all purposes under this Option Agreement, “Permanent Disability” means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than one year.

Leaves of Absence and Part-Time Work   

For purposes of this option, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Corporation in writing. Your Service terminates when the approved leave ends, unless you immediately return to active work.

 

If you go on a leave of absence that lasts or is expected to last seven days or longer, then any unvested shares subject to this option shall not become exercisable and Vesting will be suspended during the leave to the extent provided for in the Corporation’s leave policy. Upon your return to active work, vesting will resume; however, unless otherwise provided in the Corporation’s leave policy, you will not receive credit for any vesting during the period of your leave.

 

If you and the Corporation agree to a reduction in your scheduled work hours, then the Corporation reserves the right to modify the rate at which this option becomes exercisable or vests, so that the rate of vesting is commensurate with your reduced work schedule. Any such adjustment shall be consistent with the Corporation’s policies for part-time

 

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or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Corporation pertaining to your reduced work schedule.

 

The Corporation shall not be required to adjust the exercise or vesting schedule of any option pursuant to this subsection.

Change of Control    In the event of any Change of Control, each outstanding option granted under this Option Agreement shall automatically accelerate so that each such option shall, immediately prior to the effective date of the Change in Control, become fully exercisable for all of the shares of Common Stock awarded pursuant to this Option Agreement and may be exercised for any or all of those shares as fully-vested shares of Common Stock. However, outstanding options shall not so accelerate if and to the extent this Option Agreement is, in connection with a Change of Control, either to be assumed by the successor corporation (or parent thereof) or is to be replaced with an Option Agreement of comparable value for shares of the capital stock of the successor corporation (or parent thereof). The Plan Administrator’s determination of comparability is final and binding except in the event where you as an option holder are receiving less value for your options than that established under the applicable merger agreement as the exchange premium for other holders of Vignette’s common stock, in which case the Administrator’s determination of comparability is subject to your written approval and agreement. In the event that this Option Agreement is assumed by a successor corporation (or parent thereof) and your employment is terminated by the Corporation without Cause or by you for Good Reason within eighteen months following a Change in Control, each outstanding option granted under this Option Agreement shall accelerate so that each such option, shall immediately prior to the effective date of your termination, become fully exercisable for all of the shares of Common Stock awarded pursuant to this Option Agreement and may be exercised for any or all of those shares as fully-vested shares of Common Stock.
Restrictions on Exercise    The Corporation will not permit you to exercise this option if the issuance of shares at that time would violate any law, regulation or corporate policy.

 

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Notice of Exercise   

When you wish to exercise this option, you must notify the Corporation by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many shares you wish to purchase. Your notice must also specify how your shares should be registered. The notice will be effective when the Corporation receives it.

 

If someone else wants to exercise this option after your death, that person must prove to the Corporation’s satisfaction that he or she is entitled to do so. Furthermore, in no event shall the Corporation’s request for satisfactory documentation extend the Option’s expiration date beyond the time period specified in the above section entitled “Death”.

Form of Payment   

When you submit your notice of exercise, you must include payment of the option exercise price for the shares that you are purchasing. To the extent permitted by applicable law, payment may be made in one (or a combination of two or more) of the following forms:

 

•      Your personal check, a cashier’s check or a money order.

 

•      Certificates for shares of Corporation stock that you own, along with any forms needed to effect a transfer of those shares to the Corporation. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option exercise price. Instead of surrendering shares of Corporation stock, you may attest to the ownership of those shares on a form provided by the Corporation and have the same number of shares subtracted from the option shares issued to you. However, you may not surrender, or attest to the ownership of, shares of Corporation stock in payment of the exercise price if your action would cause the Corporation to recognize compensation expense (or additional compensation expense) with respect to this option for financial reporting purposes.

 

•      Irrevocable directions to a securities broker approved by the Corporation to sell all or part of your option shares and to deliver to the Corporation from the sale proceeds an amount sufficient to pay the option exercise price and any withholding taxes. (The balance of the sale proceeds, if any, will be delivered to you.) The directions must be given by signing a special “Notice of Exercise” form provided by the Corporation. However, payment pursuant to this procedure shall not be permitted if such payment would violate applicable law or a policy of the Corporation.

 

•      Irrevocable directions to a securities broker or lender approved by the Corporation to pledge option shares as security for a loan and to deliver to the Corporation from the loan proceeds an amount sufficient to pay the option exercise price and any withholding taxes. The

 

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   directions must be given by signing a special “Notice of Exercise” form provided by the Corporation. However, payment pursuant to this procedure shall not be permitted if such payment would violate applicable law or a policy of the Corporation.

Withholding

Taxes and Stock Withholding

   You will not be allowed to exercise this option unless you make arrangements acceptable to the Corporation to pay any withholding taxes that may be due as a result of the option exercise. With the Corporation’s consent, these arrangements may include withholding shares of Corporation stock that otherwise would be issued to you when you exercise this option. The value of these shares, determined as of the effective date of the option exercise, will be applied to the withholding taxes.
Restrictions on Resale    You agree not to sell any option shares at a time when applicable laws, regulations, Corporation trading policies (including the Corporation’s Insider Trading Policy, a copy of which can be found on the Corporation’s intranet) or an agreement between the Corporation and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Corporation may specify.
Transfer of Option    In general, only you may exercise this option prior to your death. You may not transfer or assign this option, except as provided below. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or in a beneficiary designation.
  

Regardless of any marital property settlement agreement, the Corporation is not obligated to honor a notice of exercise from your former spouse, nor is the Corporation obligated to recognize your former spouse’s interest in your option in any other way.

 

If another person wants to exercise this option after it has been transferred to him or her, including a transfer upon your death, that person must prove to the Corporation’s satisfaction that he or she is entitled to exercise this option. That person must also complete the proper “Notice of Exercise” form (as described above) and pay the exercise price (as described below).

Retention Rights    Your option or this Option Agreement does not give you the right to be retained by the Corporation or a subsidiary of the Corporation in any capacity. The Corporation and its subsidiaries reserve the right to terminate your Service at any time, with or without cause.

 

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Stockholder

Rights

   You, or your estate or heirs, have no rights as a stockholder of the Corporation until you have exercised this option by giving the required notice to the Corporation and paying the exercise price. No adjustments are made for dividends or other rights if the applicable record date occurs before you exercise this option, except as described in the Plan.
Adjustments    In the event of a stock split, a stock dividend or a similar change in Corporation stock, the number of shares covered by this option and the exercise price per share may be adjusted pursuant to the Plan.
Applicable Law    This Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Texas and with respect to issues of corporation law under the laws of the State of Delaware.
Amendment or Termination of Plan    Unless agreed to in writing by you, the Board may not amend or terminate the Plan in a way that adversely affects any of your rights under this Option Agreement except as may be required by law.

The Plan and

Other Agreements

  

The text of the Plan is incorporated in this Option Agreement by reference. A copy of the Plan is available on the Corporation’s intranet or by request to the Finance Department.

 

This Option Agreement, the Plan, and the Letter Agreement constitute the entire understanding between you and the Corporation regarding this option. In the event of a conflict between the terms of the Option Agreement and the Plan, the terms of this Option Agreement govern. Any prior agreements, commitments or negotiations concerning this option are superseded. This Agreement may be amended only by another written agreement between the parties.

BY SIGNING THE COVER SHEET OF THIS OPTION AGREEMENT, YOU AGREE TO ALL

OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND, EXCEPT AS PROVIDED

HEREIN, IN THE PLAN.

 

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