Exhibit 10(e)
AMDAHL CORPORATION
NOTICE OF GRANT OF STOCK OPTION
AND GRANT AGREEMENT
Optionee:
Employee ID:
Department No:
You have been granted an option under the Amdahl Corporation 1994
Stock Incentive Plan to acquire Amdahl Corporation common stock,
par value of $.05 per share, as follows:
Grant Date: February 7, 1996
Option price per share (FMV at grant date): $7.9375
Total number of shares of common stock granted: 40,000
(Collectively the "Option")
Your schedule and term of exercisability for this stock option
grant is as follows:
May be Must be
Number Exercised On Exercised
of Shares or After Before
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10,000 02/07/97 02/06/11
10,000 02/07/98 02/06/11
10,000 02/07/99 02/06/11
10,000 02/07/00 02/06/11
Optionee hereby agrees that the Option to acquire shares of
Amdahl Corporation common stock, par value of $.05 per share, is
granted pursuant to and in accordance with the terms of the
Amdahl Corporation 1994 Stock Incentive Plan (the "1994 Plan")
and the Stock Option Agreement (such Stock Option Agreement being
attached hereto as Exhibit A)(the "Agreement"), both of which are
incorporated herein and made an integral part of the agreement.
Optionee further acknowledges receipt of the Amdahl Corporation
Prospectus covering shares issuable under the 1994 Plan and a
copy of the current Amdahl Corporation Annual Report to
Stockholders.
Dated: OPTIONEE:
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AMDAHL CORPORATION
By:
Anthony M. Pozos
Senior Vice President
Human Resources
& Corporate Services
Exhibit A
AMDAHL CORPORATION
STOCK OPTION AGREEMENT
WITNESSETH:
RECITALS
A. The Corporation's Board of Directors (the "Board")
has adopted, and the stockholders have approved, the
Corporation's 1994 Stock Incentive Plan (the "Plan") for the
purpose of attracting and retaining the services of key employees
(including officers and directors), non-employee Board members
and consultants and other independent advisors.
B. Optionee is an individual who is to render
valuable services to the Corporation or one or more parent or
subsidiary corporations, and this Agreement is executed pursuant
to, and is intended to carry out the purposes of, the Plan in
connection with the grant of a stock option to purchase shares of
the Corporation's common stock ("Common Stock") under the Plan.
NOW, THEREFORE, it is hereby agreed as follows:
1. GRANT OF OPTION. Subject to and upon the terms
and conditions set forth in this Agreement, the Corporation
hereby grants to Optionee, as of the grant date (the "Grant
Date") specified in the accompanying Notice of Grant of Stock
Option (the "Grant Notice"), a stock option to purchase up to
that number of shares of the Corporation's Common Stock (the
"Option Shares") as is specified in the Grant Notice. Such
Option Shares shall be purchasable from time to time during the
option term at the exercise price (the "Exercise Price")
specified in the Grant Notice.
2. OPTION TERM. This option shall expire at the
close of business on the expiration date (the "Expiration Date")
specified in the Grant Notice, unless sooner terminated in
accordance with the provisions of this Agreement.
3. LIMITED TRANSFERABILITY. This option shall be
exercisable only by Optionee during Optionee's lifetime and shall
not be transferable or assignable by Optionee other than by will
or by the laws of descent and distribution following Optionee's
death.
4. EXERCISABILITY. This option shall become
exercisable for the Option Shares in accordance with the
installment schedule specified in the Grant Notice. As the
option becomes exercisable for one or more installments, those
installments shall accumulate, and the option shall remain
exercisable for the accumulated installments until the Expiration
Date or sooner termination of this option in accordance with the
provisions of this Agreement. In no event shall this option
become exercisable for any additional Option Shares following
Optionee's cessation of Service.
5. CESSATION OF SERVICE. This option shall terminate
prior to the Expiration Date in accordance with the following
provisions:
a. This option shall immediately terminate and
cease to remain outstanding for any Option Shares for which
it is not exercisable at the time of Optionee's cessation of
Service.
b. Should Optionee cease Service for any reason
other than death, permanent disability or retirement while
this option remains outstanding, then Optionee shall have a
three (3)-month period measured from the date of such
cessation of Service in which to exercise this option for
any or all of the Option Shares for which this option is
exercisable at the time of such cessation of Service. In no
event, however, may this option be exercised at any time
after the specified Expiration Date of the option term.
Upon the expiration of such three (3)-month period or (if
earlier) upon the specified Expiration Date of the option
term, this option shall terminate and cease to remain
outstanding.
c. Should Optionee die while in Service or
within three (3) months after cessation of Service, then the
personal representative of Optionee's estate or the person
or persons to whom this option is transferred pursuant to
Optionee's will or in accordance with the laws of descent
and distribution shall have the right to exercise the option
for any or all of the Option Shares for which this option is
exercisable at the time of Optionee's cessation of Service.
Such right shall lapse, and this option shall terminate and
cease to remain outstanding, upon the earlier of (i) the
expiration of the twelve (12)-month period measured from the
date of Optionee's death or (ii) the Expiration Date.
d. Should Optionee cease Service by reason of
permanent disability while this option is outstanding, then
Optionee shall have a period of twelve (12) months
(commencing with the date of such cessation of Service)
during which to exercise this option for any or all of the
Option Shares for which this option is exercisable at the
time of such cessation of Service, but in no event shall
this option be exercisable at any time after the Expiration
Date. Upon the expiration of such twelve (12)-month period
or (if earlier) upon the Expiration Date, this option shall
terminate and cease to remain outstanding.
e. Should Optionee cease Service by reason of
retirement at a time when this option is outstanding, then
this option shall continue to remain outstanding until the
Expiration Date, if not sooner terminated upon a Corporate
Transaction, and may be exercised during such period for any
or all of the Option Shares for which this option is
exercisable at the time of such cessation of Service,
f. During the applicable period of post-Service
exercisability under subparagraphs b. through e. above, this
option may not be exercised in the aggregate for more than
the number of Option Shares (if any) for which this option
is, at the time of Optionee's cessation of Service,
exercisable in accordance with either the normal exercise
provisions specified in the Grant Notice or the special
acceleration provisions of Paragraph 6 of this Agreement.
g. Upon the termination of Optionee's Service
for Misconduct, this option shall terminate immediately and
cease to remain outstanding.
h. For purposes of this Agreement, the following
definitions shall be in effect:
Optionee shall be deemed to remain in Service for
so long as such individual provides services on a periodic
basis to the Corporation or any subsidiary in the capacity
of an Employee, a non-employee member of the Board or an
independent consultant or advisor.
Optionee shall be considered to be an Employee for
so long as such individual performs services while in the
employ of the Corporation or any subsidiary, subject to the
control and direction of the employer entity not only as to
the work to be performed but also as to the manner and
method of performance.
Optionee shall be deemed to be permanently
disabled and to have incurred a permanent disability if
Optionee is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or
mental impairment expected to result in death or to be of
continuous duration of twelve (12) months or more.
Optionee shall be deemed to have terminated
Service by reason of retirement if such termination occurs
after Optionee's attainment of age sixty (60) and completion
of fifteen (15) years of Service.
Misconduct means the commission of any act of
fraud, embezzlement or dishonesty by the Optionee, any
unauthorized use or disclosure by such individual of
confidential information or trade secrets of the Corporation
or its subsidiaries, or any other intentional misconduct by
such individual adversely affecting the business or affairs
of the Corporation in a material manner. The foregoing
definition shall not be deemed to be inclusive of all the
acts or omissions which the Corporation or any Subsidiary
may consider as grounds for the dismissal or discharge of
the Optionee or other individual in the Service of the
Corporation.
A corporation shall be deemed to be a subsidiary
of the Corporation in accordance with the applicable
provisions of the Plan.
6. CORPORATE TRANSACTION.
a. In the event of any of the following
stockholder-approved transactions to which the Corporation
is a party (a "Corporate Transaction"):
(1) a merger or consolidation in which the
Corporation is not the surviving entity, except for a
transaction the principal purpose of which is to change the
state in which the Corporation is incorporated;
(2) the sale, transfer or other disposition
of all or substantially all of the assets of the Corporation
in complete liquidation or dissolution of the Corporation;
or
(3) any reverse merger in which the
Corporation is the surviving entity but in which securities
possessing more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding
securities are transferred to a person or persons different
from the persons holding those securities immediately prior
to such merger,
this option, to the extent outstanding at such
time but not otherwise exercisable, shall automatically
accelerate so that such option shall, immediately prior to the
specified effective date for the Corporate Transaction, become
fully exercisable for all the Option Shares at the time subject
to such option and may be exercised for all or any portion of
such shares. No such acceleration of this option, however, shall
occur if and to the extent: (i) this option is, in connection
with the Corporate Transaction, either to be assumed by the
successor corporation or parent thereof or to be replaced with a
comparable option to purchase shares of the capital stock of the
successor corporation or parent thereof or (ii) such option is to
be replaced with a cash incentive program of the successor
corporation which preserves the option spread existing at the
time of the Corporate Transaction (the excess of the Fair Market
Value of the Option Shares at the time subject to this option
over the aggregate Exercise Price payable for such shares) and
provides for subsequent pay-out in accordance with the same
vesting schedule in effect for the option pursuant to the option
exercise schedule set forth in the Grant Notice. The
determination of option comparability under clause (i) shall be
made by the Plan Administrator, and such determination shall be
final, binding and conclusive.
b. The portion of this option accelerated in
connection with any Corporate Transaction shall remain
exercisable as an incentive stock option under the Federal tax
laws (if the option is designated as such in the Grant Notice)
only to the extent the applicable dollar limitation on the
initial exercisability of such option is not exceeded in the
calendar year of the Corporate Transaction. To the extent such
dollar limitation is exceeded, the accelerated portion of this
option shall be exercisable as a non-statutory option under the
Federal tax laws.
c. This option, to the extent not previously
exercised, shall terminate immediately after the consummation of
such Corporate Transaction and cease to remain outstanding,
except to the extent assumed by the successor corporation or
parent thereof.
d. This Agreement shall not in any way affect
the right of the Corporation to adjust, reclassify, reorganize or
otherwise make changes in its capital or business structure or to
merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
7. ADJUSTMENT IN OPTION SHARES.
a. In the event any change is made to the Common
Stock issuable under the Plan by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as
a class effected without the Corporation's receipt of
consideration, the Plan Administrator shall make appropriate
adjustments to (i) the number and/or class of securities subject
to this option and (ii) the Exercise Price payable per share in
order to prevent any dilution or enlargement of rights and
benefits hereunder. Such adjustments shall be final, binding and
conclusive.
b. If this option is to be assumed in connection
with any Corporate Transaction or is otherwise to continue
outstanding, then this option shall, immediately after such
Corporate Transaction, be appropriately adjusted to apply and
pertain to the number and class of securities which would have
been issued to Optionee in the consummation of such Corporate
Transaction had the option been exercised immediately prior to
such Corporate Transaction. Appropriate adjustments shall also
be made to the Exercise Price payable per share, provided the
aggregate Exercise Price payable hereunder shall remain the same.
8. PRIVILEGE OF STOCK OWNERSHIP. The holder of this
option shall not have any stockholder rights with respect to the
Option Shares until such individual shall have exercised the
option and paid the Exercise Price for the purchased Option
Shares.
9. MANNER OF EXERCISING OPTION.
a. In order to exercise this option with respect
to all or any part of the Option Shares for which this option is
at the time exercisable, Optionee (or in the case of exercise
after Optionee's death, Optionee's executor, administrator, heir
or legatee, as the case may be) must take the following actions:
(1) Deliver to the Corporate Secretary of
the Corporation an executed notice of exercise in
substantially the form of Exhibit I to this Agreement (the
"Exercise Notice") in which there is specified the number of
Option Shares which are to be purchased under the exercised
option.
(2) Pay the aggregate Exercise Price for the
purchased shares through one or more of the following alternatives:
(a) full payment in cash or by check
made payable to the Corporation's order;
(b) full payment in shares of Common
Stock held for the requisite period necessary to avoid
a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on
the Exercise Date (as such term is defined below);
(c) full payment through a combination
of shares of Common Stock held for the requisite period
necessary to avoid a charge to the Corporation's
earnings for financial reporting purposes and valued at
Fair Market Value on the Exercise Date and cash or
check payable to the Corporation's order; or
(d) full payment effected through a
broker-dealer sale and remittance procedure pursuant to
which Optionee shall provide concurrent irrevocable
written instructions (i) to a Corporation-designated
brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of
the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate Exercise Price
payable for the purchased shares plus all applicable
Federal, state and local income and employment taxes
required to be withheld in connection with such
purchase and (ii) to the Corporation to deliver the
certificates for the purchased shares directly to such
brokerage firm in order to complete the sale
transaction.
(3) Furnish to the Corporation appropriate
documentation that the person or persons exercising the
option (if other than Optionee) have the right to exercise
this option.
b. For purposes of this Agreement, the Exercise
Date shall be the date on which the executed Exercise Notice
shall have been delivered to the Corporation. Except to the
extent the sale and remittance procedure specified above is
utilized in connection with the option exercise, payment of the
Exercise Price for the purchased shares must accompany such
Exercise Notice.
c. For all valuation purposes under this
Agreement, the Fair Market Value per share of Common Stock on any
relevant date shall be the mean between the highest and lowest
selling prices per share on the date in question on the principal
exchange on which the Common Stock is then listed or admitted to
trading, as the prices are officially quoted by the composite
tape of transactions on such exchange. If there are no reported
sales of the Common Stock on the date in question, then the Fair
Market Value shall be the mean between the highest and lowest
selling prices on the last previous date for which quotations
exist.
d. As soon as practical after receipt of the
Exercise Notice, the Corporation shall mail or deliver to or on
behalf of Optionee (or any other person or persons exercising
this option in accordance herewith) a certificate or certificates
representing the purchased Option Shares.
e. In no event may this option be exercised for
any fractional share.
10. GOVERNING LAW. The interpretation, performance
and enforcement of this Agreement shall be governed by the laws
of the State of California without resort to that State's
conflict-of-laws provisions.
11. COMPLIANCE WITH LAWS AND REGULATIONS. The
exercise of this option and the issuance of Option Shares upon
such exercise shall be subject to compliance by the Corporation
and Optionee with all applicable requirements of law relating
thereto and with all applicable regulations of any securities
exchange on which shares of the Corporation's Common Stock may be
listed at the time of such exercise and issuance.
12. SUCCESSORS AND ASSIGNS. Except to the extent
otherwise provided herein, the provisions of this Agreement shall
inure to the benefit of, and be binding upon, the successors,
administrators, heirs and legal representatives of Optionee and
the successors and assigns of the Corporation.
13. LIABILITY OF CORPORATION.
a. If the Option Shares covered by this
Agreement exceed, as of the Grant Date, the number of shares
which may without shareholder approval be issued under the Plan,
then this option shall be void with respect to such excess shares
unless shareholder approval of an amendment sufficiently
increasing the number of shares issuable under the Plan is
obtained in accordance with the applicable provisions of the
Plan.
b. The inability of the Corporation to obtain
approval from any regulatory body having authority deemed by the
Corporation to be necessary to the lawful issuance and sale of
any Common Stock pursuant to this option shall relieve the
Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have
been obtained. The Corporation shall use its best efforts to
obtain all such approvals.
14. NO EMPLOYMENT/SERVICE CONTRACT. Nothing in this
Agreement or in the Plan shall confer upon Optionee any right to
continue in the Service of the Corporation (or any subsidiary
employing or retaining Optionee) for any period of specific
duration or interfere with or otherwise restrict in any way the
rights of the Corporation (or any such subsidiary) or Optionee,
which rights are hereby expressly reserved by each party, to
terminate Optionee's Service at any time for any reason
whatsoever, with or without cause.
15. NOTICES. Any notice required to be given or
delivered to the Corporation under the terms of this Agreement
shall be in writing and addressed to the Corporation in care of
the Corporate Secretary at the Corporation's principal offices at
1250 East Arques Avenue, Sunnyvale, California 94088. Any notice
required to be given or delivered to Optionee shall be in writing
and addressed to Optionee at the address indicated on the Grant
Notice. All notices shall be deemed to have been given or
delivered upon personal delivery or upon deposit in the U.S.
mail, by registered or certified mail, postage prepaid and
properly addressed to the party to be notified.
16. CONSTRUCTION. This Agreement and the option
evidenced hereby are made and granted pursuant to the Plan and
are in all respects limited by and subject to the express terms
and provisions of the Plan. All decisions of the Plan
Administrator with respect to any question or issue arising under
the Plan or this Agreement shall be conclusive and binding on all
persons having an interest in this option.
17. ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE STOCK
OPTION. In the event this option is designated an incentive
stock option in the Grant Notice, the following terms and
conditions shall also apply to the grant:
a. This option shall cease to qualify for
favorable tax treatment as an incentive stock option under the
Federal tax laws if (and to the extent) this option is exercised
for one or more Option Shares: (i) more than three (3) months
after the date Optionee ceases to be an Employee for any reason
other than death or permanent disability or (ii) more than one
(1) year after the date Optionee ceases to be an Employee by
reason of permanent disability.
b. If this option is to become exercisable in a
series of installments as indicated in the Grant Notice, no such
installment shall qualify for favorable tax treatment as an
incentive stock option under the Federal tax laws if (and to the
extent) the aggregate Fair Market Value (determined at the Grant
Date) of the shares of the Corporation's Common Stock for which
such installment first becomes exercisable hereunder will, when
added to the aggregate value (determined as of the respective
date or dates of grant) of the Common Stock or other securities
for which this option or one or more other incentive stock
options granted to Optionee prior to the Grant Date (whether
under the Plan or any other option plan of the Corporation or any
parent or subsidiary) first become exercisable during the same
calendar year, exceed One Hundred Thousand Dollars ($100,000) in
the aggregate. Should the number of shares of Common Stock for
which this option first becomes exercisable in any calendar year
exceed the applicable One Hundred Thousand Dollar ($100,000)
limitation, the option may nevertheless be exercised for those
excess shares in such calendar year as a non-statutory option.
c. Should the exercisability of this option be
accelerated upon a Corporate Transaction, then this option shall
qualify for favorable tax treatment as an incentive stock option
under the Federal tax laws only to the extent the aggregate Fair
Market Value (determined at the Grant Date) of the number of
shares of the Corporation's Common Stock for which this option
first becomes exercisable in the calendar year in which the
Corporate Transaction occurs does not, when added to the
aggregate value (determined as of the respective date or dates of
grant) of the shares of Common Stock or other securities for
which this option or one or more other incentive stock options
granted to Optionee prior to the Grant Date (whether under the
Plan or any other option plan of the Corporation or any parent or
subsidiary) first become exercisable during the same calendar
year, exceed One Hundred Thousand Dollars ($100,000) in the
aggregate. Should the number of shares of Common Stock for which
this option first becomes exercisable in the calendar year of
such Corporate Transaction exceed the applicable One Hundred
Thousand Dollar ($100,000) limitation, the option may
nevertheless be exercised for the excess shares in such calendar
year as a non-statutory option.
d. Should Optionee hold, in addition to this
option, one or more other options to purchase shares of the
Corporation's Common Stock which become exercisable for the first
time in the same calendar year as this option, then the foregoing
limitations on the exercisability of such options as incentive
stock options under the Federal tax laws shall be applied on the
basis of the order in which such options are granted.
e. To the extent this option should fail to
qualify for incentive stock option treatment under the Federal
tax laws, Optionee shall recognize compensation income at the
time the option is exercised in an amount equal to the Fair
Market Value of the purchased Option Shares less the aggregate
Exercise Price paid for those shares, and Optionee must make
appropriate arrangements with the Corporation or any parent or
subsidiary employing Optionee for the satisfaction of all
Federal, state or local income and employment tax withholding
requirements applicable to such compensation income.
18. ADDITIONAL TERMS APPLICABLE TO A NON-STATUTORY
STOCK OPTION. In the event this option is designated a non-
statutory stock option in the Grant Notice, Optionee shall make
appropriate arrangements with the Corporation or any parent or
subsidiary employing Optionee for the satisfaction of all
Federal, state or local income and employment tax withholding
requirements applicable to the exercise of this option.
EXHIBIT I
NOTICE OF EXERCISE OF STOCK OPTION
I hereby notify Amdahl Corporation (the "Corporation")
that I elect to purchase shares of the
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Corporation's Common Stock (the "Purchased Shares") at the option
exercise price of $ per share (the "Exercise Price")
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pursuant to that certain option (the "Option") granted to me
under the Corporation's 1994 Stock Incentive Plan on
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, 19 to purchase up to shares
- -------------------- --- ----------
of the Corporation's Common Stock.
Concurrently with the delivery of this Exercise Notice
to the Corporate Secretary of the Corporation, I shall hereby pay
to the Corporation the Exercise Price for the Purchased Shares in
accordance with the provisions of my agreement with the
Corporation evidencing the Option and shall deliver whatever
additional documents may be required by such agreement as a
condition for exercise. Alternatively, I may utilize the special
broker-dealer sale and remittance procedure specified in my
agreement to effect the payment of the Exercise Price for the
Purchased Shares.
Date: , 19
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Optionee:
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Address:
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Print name in exact manner
it is to appear on the
stock certificate:
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Address to which certificate
is to be sent, if different
from address above:
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Social Security Number:
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