Exhibit 99.3
BROADVISION, INC.
STOCK OPTION AGREEMENT
BROADVISION, INC. (the "Company") is pleased to inform you that its
Board of Directors has granted you an option to purchase shares of the common
stock of the Company ("Common Stock").
The details of your option are as follows:
OPTIONEE NAME: _______________________________
NUMBER OF SHARES: ____________________________
EXERCISE PRICE: $______ per share, being not less than the fair market value of
the Common Stock on the date of grant of this option.
GRANT DATE: __________________________________
EXPIRATION DATE: _________________, unless it ends sooner for the reasons
described in Section 5 of the Supplemental Terms and Conditions attached.
VESTING COMMENCEMENT DATE: ____________________
VESTING SCHEDULE:___________ % on first anniversary of Vesting Commencement Date
___________ % each monthly anniversary thereafter until fully
vested
TAX QUALIFICATION: This option ____ is ____ is not intended to qualify for the
federal income tax benefits available to an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
ADDITIONAL TERMS AND OPTIONEE'S ACKNOWLEDGEMENTS: This option is also subject to
all the terms of the Supplemental Terms and Conditions attached to this
Agreement. The undersigned optionee acknowledges receipt of this option
agreement, the Supplemental Terms and Conditions, and the exhibits referred to
in both documents, and understands and agrees to all their terms. Optionee
further acknowledges that as of the date of grant of this option, this option
and its exhibits set forth the entire understanding between optionee and the
Company and regarding the acquisition of stock in the Company and supersedes all
prior oral and written agreements on that subject with the exception of (i) the
option agreements previously granted and delivered to optionee under the
Company's Equity Incentive Plan, and (ii) the following agreements only:
OTHER AGREEMENTS: ______________________________
______________________________
BROADVISION, INC. OPTIONEE:
By: ___________________________ Signature ___________________________
Name: _________________________
Date: _______________________________
Date: _________________________
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BROADVISION, INC.
SUPPLEMENTAL TERMS AND CONDITIONS OF THE
NONQUALIFIED STOCK OPTION AGREEMENT
1. METHOD OF PAYMENT. Payment of the exercise price per share is due in
full upon exercise of all or any part of this option. You may make payment of
the exercise price in cash or by check at the time of exercise. Notwithstanding
the foregoing, this option may also be exercised (a) as part of a program
developed under Regulation T as promulgated by the Federal Reserve Board which
results in the receipt of cash (or a check) by the Company before Common Stock
is issued or the receipt of irrevocable instructions to pay the aggregate
exercise price to the Company from the sales proceeds or (b) by delivery of
already-owned shares of Common Stock, held for the period required to avoid a
charge to the Company's reported earnings, and owned free and clear of any
liens, claims, encumbrances or security interests, and valued at its Fair Market
Value on the date of exercise of this option ("delivery" for these purposes
including by delivering to the Company your attestation of ownership of such
shares of Common Stock in a form approved by the Company).
2. EARLY EXERCISE OF OPTION (EXERCISE OF UNVESTED SHARES).
(a) At any time during your Continuous Service you may exercise any or all
of the shares subject to this option whether or not the shares have
vested, provided, however, that:
(i) a partial exercise of this option will be deemed to cover vested shares
first and then the earliest vesting installment of unvested shares;
(ii)any unvested shares at the date of exercise will be subject to the
purchase option in favor of the Company which is described in the Notice
of Exercise and Stock Purchase Agreement (the "Notice of Exercise")
attached as an exhibit to this option; and
(iii) you will enter into the Notice of Exercise and Stock Purchase
Agreement which will contain the same vesting schedule as in this option
agreement.
(b) Your right to purchase unvested shares ends upon termination of your
Continuous Service.
3. WHOLE SHARES. You may exercise this option only for whole shares and the
Company shall be under no obligation to issue any fractional shares of Common
Stock to you.
4. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained in this option, this option may not be exercised unless the shares
issuable upon exercise of this option are then registered under the Securities
Act of 1933, as amended (the "Act") or, if the shares are not registered at that
time, the Company has determined that the exercise and issuance would be exempt
from the registration requirements of the Act.
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5. TERM OF OPTION. The term of this option begins on the date you were
granted this option and, unless it ends sooner for the reason described below,
terminates on the Expiration Date set forth in the Stock Option Agreement. You
may not, under any circumstances, exercise this option after the Expiration
Date. By delivering written notice to the Company, in a form satisfactory to the
Company, you may designate a third party who, in the event of your death, shall
thereafter be entitled to exercise this option.
This option will also terminate prior to the end of its term if your
service as an advisor or consultant with the Company and all Company Affiliates
is terminated for any reason or for no reason. Your option will then terminate
three (3) months after the date on which you are no longer providing services to
the Company or any Company Affiliate unless one of the following circumstances
exists:
(a) Your termination of service is due to your disability. This option will
then terminate on the earlier of the Expiration Date or twelve (12) months
following the termination of your service.
(b) Your termination of service is due to your death. This option will then
terminate on the earlier of the Expiration Date or twelve (12) months after
your death.
(c) If during any part of the three (3) month period you may not exercise your
option solely because of the condition described in paragraph 4 above, then
your option will not terminate until the earlier of the Expiration Date or
until this option shall become exercisable for an aggregate period of three
(3) months after the termination of your service.
Only the shares that are vested on the date of your termination of
service may be exercised following the termination of your service.
6. EXERCISE OF OPTION.
(a) You may exercise this option to the extent specified above, by delivering
the Notice of Exercise attached to this option as an exhibit together with
the exercise price to the Secretary of the Company, or another person
designated by the Company, during regular business hours, together with any
additional documents required in the Notice of Exercise.
(b) By exercising this option you agree that the Company may require you to pay
to the Company any tax withholding obligation of the Company arising from
(1) your exercise of this option; (2) the lapse of any substantial risk of
forfeiture to which the shares are subject at the time of exercise; or (3)
the disposition of the shares of Common Stock you acquired upon the
exercise of this option.
7. ADJUSTMENTS UPON CHANGES IN STOCK.
(a) If any change is made in the stock subject to this option without the
receipt of consideration by the Company (through merger, consolidation,
reorganization,
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recapitalization, reincorporation, stock dividend, dividend in property
other than cash, stock split, liquidating dividend, combination of shares,
exchange of shares, change in corporate structure or other transaction not
involving the receipt of consideration by the Company), this will be
appropriately adjusted in the class(es) and number of shares and price per
share of stock subject to this option. Such adjustments shall be made by
the Board or the Committee, the determination of which shall be final,
binding and conclusive. (The conversion of any convertible securities of
the Company shall not be treated as a "transaction not involving the
receipt of consideration by the Company".)
(b) In the event of: (1) a dissolution, liquidation or sale of substantially
all of the assets of the Company; (2) a merger or consolidation in which
the Company is not the surviving corporation; or (3) a reverse merger in
which the Company is the surviving corporation but the shares of the
Company's Common Stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form
of securities, cash or otherwise, then to the extent permitted by
applicable law: (i) any surviving corporation or an Affiliate of such
surviving corporation shall assume this option or shall substitute a
similar option, or (ii) this option shall continue in full force and
effect. In the event any surviving corporation and its Affiliates refuse to
assume or continue this option, or to substitute a similar option, then,
with respect to an option held by persons then performing services as
Employees, Directors or Consultants, the time during which this option may
be exercised shall be accelerated and the option terminated if not
exercised prior to such event.
8. AMENDMENT OF STOCK OPTION. The Board at any time, and from time to time,
may amend the terms of this option; provided, however, that the rights and
obligations under this option shall not be impaired by any such amendment unless
(i) the Company requests the consent of the person to whom the this option was
granted and (ii) such person consents in writing.
9. OPTION NOT TRANSFERABLE. This option may not be transferred, except by
will or by the laws of descent and distribution, or pursuant to a qualified
domestic relations order as defined in the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended (a "QDRO"), and may be
exercised during your life only by you or a transferee pursuant to a QDRO.
10. OPTION NOT AN EMPLOYMENT CONTRACT. This option is not an employment
contract and nothing in this option creates in any way whatsoever any obligation
on your part to continue in the employ of the Company or a Company Affiliate, or
of the Company or a Company Affiliate to continue your employment with the
Company or any Company Affiliate. In addition, nothing in your option shall
obligate the Company or a Company Affiliate, their respective stockholders,
boards of directors, officers or employees to continue any relationship that you
might have as a Director or Consultant for the Company or any Company Affiliate.
11. NOTICES. Any notices provided for in this option will be given in
writing and will be considered to have been given upon receipt or, in the case
of notices delivered by the
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Company to you, five (5) days after deposit in the United States mail,
postage prepaid, addressed to you at the address specified below or at such
other address as you later designate in writing to the Company.
ATTACHMENTS:
Exhibit A: Notice of Exercise and Stock Purchase Agreement
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