EXHIBIT (e)(10)
INNOVEDA, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
1. Grant of Option.
This agreement evidences the grant by Innoveda, Inc., a Delaware
corporation (the "Company"), on the effective date set forth in the attached
Notice of Grant of Stock Option and Option Agreement (the "Grant Date") to the
person named in the attached Notice of Grant of Stock Option and Option
Agreement, a director of the Company (the "Participant"), of an option to
purchase, in whole or in part, on the terms provided herein and in the Company's
______________ Plan (the "Plan"), a total of the number of shares set forth in
the attached Notice of Grant of Stock Option and Option Agreement (the "Shares")
of common stock, $0.01 par value per share, of the Company ("Common Stock") at
the price per Share set forth in the attached Notice of Grant of Stock Option
and Option Agreement. Unless earlier terminated, this option shall expire on the
tenth anniversary of the Grant Date (the "Final Exercise Date").
It is intended that the option evidenced by this agreement 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 "Participant", as used in this
option, shall be deemed to include any person who acquires the right to exercise
this option validly under its terms.
2. Vesting Schedule.
This option will become exercisable ("vest") according to the schedule set
forth in the attached Notice of Grant of Stock Option and Option Agreement;
provided that, in no event may the aggregate of all vested Shares, whether
exercised or not exercised, exceed the original number of Shares under this
option.
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. This option shall
expire upon, and will not be exercisable after, the Final Exercise Date.
Provided however, if the Participant is removed from the Board of
Directors of the Company (the "Board") involuntarily for any reason other than
"cause" (as defined below) within twenty-four months following a "change in
control" (as defined below) of the Company this option shall, immediately after
such removal from the Board, become fully vested and
exercisable for the total number of Shares granted under this option. For the
purposes of this paragraph, "cause" for removal from the Board shall be deemed
to exist upon a reasonable determination by a majority of the then members of
the Board of willful misconduct by the Participant or willful failure by the
Participant to perform his/her responsibilities to the Company (including,
without limitation, a material breach by the Participant of any employment,
consulting, advisory, nondisclosure, noncompetition or other similar agreement
between the Participant and the Company). For the purposes of this paragraph,
"change in control" shall mean the occurrence of any of the events or
circumstances set forth in clauses (I) through (IV) below.
(I) the acquisition by an individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership of any capital stock of the Company if, after such acquisition, such
Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) 50% or more of either (A) the then-outstanding shares of Common
Stock (the "Outstanding Common Stock") or (B) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Voting Securities") provided,
however, that for such purposes, the following acquisitions shall not constitute
a Change in Control: (w) any acquisition directly from the Company, (x) any
acquisition by the Company, (y) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any corporation
controlled by the Company, or (z) any acquisition by any corporation pursuant to
a transaction which complies with all of clauses (A), (B) and (C) of
subparagraph (III) below.
(II) Individuals who, as of the date hereof, constitute the
members of the Board (the "Incumbent Directors") ceasing for any reason to
constitute at least a majority of the Board of Directors of the Company in the
future; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the Incumbent
Directors then in office shall be deemed to be an Incumbent Director (except
that this proviso shall not apply to any individual whose initial election as a
director occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board).
(III) The consummation of a reorganization, recapitalization,
merger or consolidation involving the Company or a sale or other disposition of
all or substantially all of the assets of the Company (a "Business
Combination"), unless, immediately following such Business Combination, each of
the following three conditions is satisfied: (A) all or substantially all of the
individuals and entities who were the beneficial owners of the Outstanding
Common Stock and Outstanding Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of
the then-outstanding shares of common stock and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of
directors, respectively of the resulting or acquiring corporation in such
Business Combination (which shall include, without limitation, a corporation
which as a result of such transaction owns the Company or substantially all of
the Company's assets either directly or through one or more subsidiaries) (such
resulting or acquiring corporation is referred
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to herein as the "Acquiring Corporation") in substantially the same proportions
as their ownership, immediately prior to such Business Combination, of the
Outstanding Common Stock and Outstanding Voting Securities, respectively, (B) no
Person (excluding the Acquiring Corporation or any employee benefit plan (or
related trust) maintained or sponsored by the Company or the Acquiring
Corporation) beneficially owns, directly or indirectly, 50% or more of the then
outstanding shares of common stock of the Acquiring Corporation or of the
combined voting power of the then-outstanding voting securities of such
corporation (except to the extent that such ownership existed prior to the
Business Combination) and (C) a majority of the members of the board of
directors of the Acquiring Corporation were Incumbent Directors at the time of
the execution of the initial agreement, or of the action of the Board, providing
for such Business Combination.
(IV) Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.
3. Exercise of Option.
(a) Form of Exercise. Each election to exercise this option shall be in
writing on a form designated by the Company, signed by the Participant, and
received by the Company at its principal office, accompanied by this agreement,
and payment in full in the manner provided in the Plan. The Participant 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 Participant, at the time he or she exercises this option, is, and has been
at all times since the Grant Date, an employee, officer or director of, or
consultant or advisor to, the Company or any parent or subsidiary of the Company
as defined in Section 424(e) or (f) of the Code (an "Eligible Participant").
(c) Termination of Relationship with the Company. If the Participant
ceased to be an Eligible Participant for any reason, then, except as provided in
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 Participant was entitled to exercise this option on the date of such
cessation. Notwithstanding the foregoing, if the Participant, 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 Participant and the Company, the right to exercise this
option shall terminate immediately upon such violation.
(d) Exercise Period Upon Death or Disability. If the Participant dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
the Final
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Exercise Date while he or she is an Eligible Participant 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 death or disability of the Participant, by the Participant, provided
that (1) this option shall be exercisable only to the extent that this option
was exercisable by the Participant on the date of his or her death or disability
and (2) this option shall not be exercisable after the Final Exercise Date.
(e) Discharge for Cause. If the Participant, 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 Participant or willful
failure by the Participant to perform his or her responsibilities to the Company
(including, without limitation, breach by the Participant of any provision of
any employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Participant and the Company), as determined by the
Company, which determination shall be conclusive. The Participant shall be
considered to have been discharged for "Cause" if the Company determines, within
30 days after the Participant's resignation, that discharge for cause was
warranted.
4. Withholding.
No Shares will be issued pursuant to the exercise of this option unless
and until the Participant 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.
5. Nontransferability of Option.
This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.
6. Provisions of the Plan.
This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option.
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IN WITNESS WHEREOF, the Company has caused this option to be executed
under its corporate seal by its duly authorized officer. This option shall take
effect as a sealed instrument.
INNOVEDA, INC.
A signature on the attached Notice of Grant of Stock Option and Option Agreement
constitutes a signature on this option agreement
By:
------------------------
Name:
Title:
PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof. The undersigned hereby acknowledges receipt of a
copy of the Company's Plan.
Option Grant Date: See the attached Notice of Grant of Stock Option and Option
Agreement
Number of Shares: See the attached Notice of Grant of Stock Option and Option
Agreement
Option Exercise Price: See the attached Notice of Grant of Stock Option and
Option Agreement
PARTICIPANT
A signature on the attached Notice of Grant of Stock Option and Option Agreement
constitutes a signature on this option agreement
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(Signature)
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SUMMARY OF OPTION GRANTS
TO CURRENT DIRECTORS OF THE COMPANY
UTILIZING THE FORM OF DIRECTOR OPTION AGREEMENT
Number of
Name of Director Stock Plan Date of Grant Options Exercise Price
- ---------------- ---------- ------------- ------- --------------
William V. Botts Summit Design, 04/13/2000 50,000 $4.85
Inc. 1994
Stock Plan
Lorne J. Cooper Summit Design, 04/13/2000 50,000 $4.85
Inc. 1994
Stock Plan
Steven P. Erwin Summit Design, 04/13/2000 50,000 $4.85
Inc. 1994
Stock Plan
Keith B. Geeslin Summit Design, 04/13/2000 50,000 $4.85
Inc. 1994
Stock Plan
Hiroshi Hashimoto Amended and 09/22/2000 50,000 $3.59
Restated
2000 Stock
Incentive Plan
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