Preview of our top selling Director Stock Purchase Plans
Sun - Representative Form Of Agreement To Registrants 1988 Directors Stock Options
EXHIBIT 10.67
SUN MICROSYSTEMS, INC.
DIRECTORS' NONSTATUTORY STOCK OPTION AGREEMENT
GRANT # __________
SUN MICROSYSTEMS, INC., a Delaware corporation (the "Company") has granted to ________________ (the "Optionee"), an option to purchase a total of __________ shares of the Company's Common Stock, at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the 1988 Directors' Stock Option Plan (the "Plan") adopted by the Company which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein.
1) NATURE OF THE OPTION
This option is a nonstatutory option and is not intended to qualify for any special tax benefits to the Optionee. 2) OPTION PRICE
The option price is $__________ for each share of Common Stock, which is 100% of the fair market value of the Common Stock on the date of grant of this Option. 3) EXERCISE OF OPTION
This Option shall be exercisable during its term in accordance with the provisions of Section 9 of the Plan as follows: (a) RIGHT TO EXERCISE
(i) This Option shall become exercisable in cumulative installments of twenty-five percent (25%) of the Shares subject to the Option on each of the first, second, third and fourth anniversaries of the date of grant specified on page 3 of this Agreement (each a "Vesting Date"); provided, however, if the Company's Annual Meeting of Stockholders for any year after the Annual Meeting date on which the Option is granted is held prior to a Vesting Date, the Vesting Date for that year shall be the date of the Annual Meeting of Stockholders. Notwithstanding the foregoing, in no event shall any portion of the Option vest before the date six (6) months after the date of grant of the Option.
(ii) This Option may not be exercised for a fraction of a share.
(iii) In the event of Optionee's death, disability or other termination of service as a Director, the exercisability of the Option is governed by Section 6, 7 and 8 of this Agreement.
(b) METHOD OF EXERCISE
This Option shall be exercisable by written notice which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder's investment intent with respect to such Shares of Common Stock as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the exercise price. 4) METHOD OF PAYMENT
Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the Optionee.
Page 2 Directors' Nonstatutory Stock Option Agreement
(a) cash; (b) check; or (c) surrender of other Shares of Common Stock of the Company having a fair market value equal to the exercise price of the Shares with respect to which the Option is being exercised.
5) RESTRICTIONS ON EXERCISE
This option may not be exercised if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or regulations, or if such issuance would not comply with the requirements of any stock exchange upon which the Shares may then be listed. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation.
6) TERMINATION OF STATUS AS A DIRECTOR
If Optionee ceases to serve as a Director, Optionee may, but only within ninety (90) days after the date Optionee ceases to be a Director of the Company, exercise this Option to the extent that Optionee was entitled to exercise this Option at the date of such termination, or if Optionee does not exe...
View agreement details