Avid Technology, Inc.
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Nonstatutory Stock Option Grant
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Terms and Conditions
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1. Grant of Option. Avid Technology, Inc., a Delaware corporation (the
"Company"), has granted to the Optionee identified in the attached
Notice of Stock Option Grant (the "Notice") an option pursuant to the
Company's Stock Plan identified in the Notice (the "Plan") to purchase a
total number of shares as identified in the Notice (the "Shares") of
common stock, $0.01 par value per share, of the Company ("Common Stock")
at the price per share and subject to the terms and conditions set forth
herein and in the Notice.
It is intended that the option evidenced hereby 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
"Optionee", as used in this option, shall be deemed to include any
person who acquires the right to exercise this option validly under its
terms. Except where the context otherwise requires, the term "Company"
shall include the parent and all present and future subsidiaries of the
Company as defined in Sections 424(e) and 424(f) of the Code.
2. Vesting Schedule. Except as otherwise provided herein, this option may
be exercised in whole or in part prior to the tenth anniversary of the
date of grant (hereinafter the "Final Exercise Date") commencing on the
first vest date set forth in the Notice (the "Vesting Commencement
Date") in an initial installment of shares as provided therein. The
remaining shares shall vest as provided in the Notice. The right of
exercise shall be cumulative so that to the extent the option is not
exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to all
Shares for which it is vested until the earlier of the Final Exercise
Date or the termination of this option under Section 3 hereof or the
Plan.
3. Exercise of Option.
(a) Form of Exercise. Each election to exercise this option shall be
in a manner as determined by the Company from time to time and shall be
accompanied by payment in full in accordance with Section 4 below. The Optionee
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 Optionee, at the time he or she exercises this option, is, and has been at
all times since the grant date as indicated in the Notice (the "Grant Date"), an
employee, officer or director of, or consultant or advisor to, the Company (an
"Eligible Optionee").
(c) Termination of Relationship with the Company. If the Optionee
ceases to be an Eligible Optionee for any reason, then, except as provided in
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paragraphs(d) and (e) below, the right to exercise this option shall terminate
three months 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 Optionee was entitled to exercise this option on the date of such cessation.
Notwithstanding the foregoing, if the Optionee, 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 Optionee and the Company, the right to exercise this
option shall terminate immediately upon such violation.
(d) Exercise Period Upon Death, Disability or Retirement. If the
Optionee retires, 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 Optionee 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 retirement, death or
disability of the Optionee, by the Optionee (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 Optionee on the date of his
or her retirement, death or disability, and further provided that this option
shall not be exercisable after the Final Exercise Date. For purposes of this
Section 3, "retirement" shall mean the cessation of employment with the Company
for any reason other than "cause" as specified in paragraph (e) below, by an
Optionee who is a least 55 years of age and who has worked full-time for the
company for the five years immediately preceding the date of cessation of
employment.
(e) Discharge for Cause. If the Optionee, 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 Optionee or willful
failure by the Optionee to perform his or her responsibilities to the Company
(including, without limitation, breach by the Optionee of any provision of any
employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Optionee and the Company), as determined by the
Company, which determination shall be conclusive. The Optionee shall be
considered to have been discharged for "Cause" if the Company determines, within
30 days after the Optionee's resignation, that discharge for cause was
warranted.
4. Payment of Purchase Price. Payment of the purchase price for shares
purchased upon exercise of this option shall be made by delivery of cash or
check payable to the order of the Company or, with the prior consent of the
Company (which may be withheld in its sole discretion), by (A) delivery of
shares of Common Stock owned by the Optionee for at least six months, valued at
their fair market value, as determined by the Board of Directors of the Company
(the "Board") in good faith; (B) delivery of a promissory note of the Optionee
to the Company on terms determined by the Board; (C) delivery of an irrevocable
undertaking by a credit worthy broker to deliver promptly to the Company
sufficient funds to pay the exercise price or delivery by the Optionee of
irrevocable and unconditional instructions to a credit worthy broker to deliver
promptly to the Company cash or a check sufficient to pay the exercise price;
(D) payment of such other lawful consideration as the Board may determine; or
(E) any combination of the foregoing.
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5. Tax Matters. No Shares will be issued pursuant to the exercise of this
option unless and until the Optionee 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. In
the Board's discretion, and subject to such conditions as the Board may
establish, such tax obligations may be paid in whole or in part in shares of
Common Stock, including shares retained from the option creating the tax
obligation, valued at their fair market value. The Company may, to the extent
permitted by law, deduct any such tax obligations from any payment of any kind
otherwise due to the Optionee.
6. Nontransferability of Option. This option may not be sold, assigned,
transferred, pledged or otherwise encumbered by the Optionee, either voluntarily
or by operation of law, except by will or the laws of descent and distribution,
and, during the lifetime of the Optionee, this option shall be exercisable only
by the Optionee.
7. Provisions of the Plan. This option is subject to the provisions of the
Plan, a copy of which is furnished to the Optionee with this option.
8. Miscellaneous.
(a) Governing Law. This option shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
applicable conflicts of laws.
(b) Severability. The invalidity or unenforceability of any
provision hereof shall not affect the validity or enforceability of any other
provision hereof, and each such other provision shall be severable and
enforceable to the extent permitted by law.
(c) Binding Effect. These terms and conditions shall be
binding upon and inure to the benefit of the Company and the Optionee and their
respective heirs, executors, administrators, legal representatives, successors
and assigns.
(d) Entire Agreement. These terms and conditions, the
attached Notice and the Plan constitute the entire agreement between the
parties, and supersedes all prior agreements and understandings, relating to the
subject matter hereof.
(e) Amendment. These terms and conditions may be amended or
modified only by a written instrument executed by both the Company and the
Optionee.
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Avid Technology, Inc.
Notice of Grant of Stock Option
NAME
Employee ID:
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Dear
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Effective (the "Effective Date"), you have been granted a stock
option to buy shares of common stock of Avid Technology, Inc. (the
"Company") at an exercise price of $ per share.
Shares in each period will become fully vested on the date shown.
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Number of Shares Vest Type Full Vest Expiration
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On Vest Date
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Monthly
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By your signature and the Company's signature below, you and the Company agree
that this option is granted under and governed by the terms and conditions of
the Company's Stock Option Plan and the attached Terms and Conditions.
AVID TECHNOLOGY, INC.
By Date
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Date
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Employee
(f)
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