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EXHIBIT 10.38
SYNON CORPORATION
NOTICE OF STOCK OPTION GRANT
Duncan Moore
Downsmount
54 Yew Tree Bottom Rd., Epsom Downs
Surrey, ENGLAND KT17 3NQ
You have been granted an option to purchase Common Stock of Synon Corporation
(the "Company") as follows:
TYPE OF OPTION: INCENTIVE STOCK OPTION
NUMBER OF SHARES GRANTED: 220,000
OPTION PRICE PER SHARE: $1.43
TOTAL PRICE OF SHARES GRANTED: $314,600
DATE OF GRANT: APRIL 24, 1992
TERM/EXPIRATION DATE: APRIL 24, 2002
EXERCISE AND VESTING SCHEDULE:
This option may be exercised, in whole or in part, in accordance with
the Vesting Schedule set forth below.
DATE OF VESTING: FEBRUARY 7, 1993
NUMBER OF SHARES: 44,000
FOR EACH OF THE 48 MONTHS FOLLOWING
FEBRUARY 7, 1993: 1.667% OF 220,000
In addition, (i) upon any Change of Control of Synon Corporation (as
defined herein) or initial public offering by Synon Corporation,
whichever occurs first, 50% of any unvested shares will vest
automatically and any of the then remaining unvested options will
vest monthly in equal increments over the balance of the two year
vesting period and (ii) if your employment is involuntarily
terminated or Constructively Terminated (as defined herein) within
twelve (12) months after a Change of Control (it being the intention
that you will agree to remain employed for at least one year
following a "Change of Control"), then your option shall be
accelerated to become immediately exercisable for 100% of the total
number of unvested shares subject thereto.
For purposes of the foregoing, a "Change of Control of Synon" shall
be deemed to have occurred if (i) Synon sells or otherwise disposes
of all or substantially all of its
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assets; (ii) there is a merger or consolidation of Synon with any
other corporation or corporations, provided that the shareholders of
Synon, as a group, do not hold, immediately after such event, at
least 50% of the voting power of the surviving or successor
corporation; (iii) any person or entity, including any "person" as
such term is used in Section 13(d) (3) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") becomes the "beneficial
owner" (as defined in the Exchange Act) of Common Stock of Synon
representing 50% or more of the combined voting power of the voting
securities of Synon (exclusive of persons who are now officers of
directors of Synon).
For purposes of the foregoing, your employment with Synon shall be
deemed to have been "Constructively Terminated" if there shall occur
(i) a material reduction in salary or benefit (taken as a whole),
(ii) a material change in responsibility, or (iii) a requirement to
relocate, except for office relocations that would not increase your
one-way commute by more than 50 miles.
TERMINATION PERIOD:
Options may only be exercised while you are an Employee of the
Company except as set out in Sections 7 and 8 of the Stock Option
Agreement (but in no event later than the Expiration Date); provided,
however, that upon termination of your employment with the Company,
the Administrator may, in its sole discretion, permit you to exercise
the Option, to the extent already exercisable, during a period ending
on the earlier of 30 days after such termination of employment and
the date the Option expires in accordance with its terms.
By your signature and the signature of the Company's representative below, you
and the Company agree that this option is granted under and governed by the
terms and conditions of the 1990 Stock Option Plan and the
Incentive/Nonstatutory Stock Option Agreement, all of which are attached and
made a part of this document.
OPTIONEE: SYNON CORPORATION
/s/ D.C. MOORE By: /s/ PAUL K. WILDE
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Signature Paul K. Wilde
Chief Financial Officer
Duncan C. Moore
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