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This excerpt taken from the RNOW 10-Q filed May 10, 2006. RIGHTNOW TECHNOLOGIES, INC.
RIGHTNOW TECHNOLOGIES, INC., a Delaware corporation (the “Company”), acting pursuant to the 2004 Equity Incentive Plan (the “Plan”), hereby grants to (the “Option Holder”) options to purchase shares of common stock, $0.001 par value (“Common Stock”), of the Company upon the following terms and conditions and in all respects subject to the provisions of the Plan, the terms of which are incorporated by reference.
1. Grant of Option. The Company hereby grants the Option Holder, as of , an option (the “Option”) to purchase from the Company up to shares (the “Shares”) of Common Stock of the Company at an exercise price per share (the “Option Exercise Price”) equal to $ (being at least equal to the fair market value of the Common Stock on the date of grant), in the amounts, during the periods, and upon the terms and conditions as set forth in this Agreement and in the Plan. The issuance of the shares of Common Stock upon the exercise of the Option shall be subject to the provisions set forth in Section 9 hereof. This Option is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Unless earlier terminated pursuant to Section 3, the Option shall terminate at 5:00 p.m. on the date ten years from the grant of this Option.
2. Vesting and Time of Exercise. The vested portion of the Option is exercisable in whole or in part (but not as to any fractional shares) at any time prior to the termination of the Option. Except as otherwise provided in this Agreement, the Option shall vest in the following manner:
The right to purchase shares under the Option shall be cumulative, and shares not purchased in any year may be purchased in subsequent years, subject to the termination provisions contained elsewhere herein.
3. Exercise of Option after Death or Termination of Service. The Option shall terminate and may no longer be exercised if the Option Holder ceases to perform services for the Company or its affiliates, except that:
(a) If Option Holder’s service to the Company shall be terminated for any reason, voluntary or involuntary, other than for “Cause” (as defined in Section 3(e)) or Option Holder’s death or disability (within the meaning of Section 22(e)(3) of the Code), Option Holder may at any time before 5:00 p.m. on the date 3 months following such termination exercise the Option to the extent the Option was exercisable by Option Holder on the date of the termination of Option Holder’s service.(b) If Option Holder’s service to the Company is terminated for Cause, Option Holder may at any time before 5:00 p.m. on the date 30 days following such termination exercise the Option to the extent the Option was exercisable by Option Holder on the date of the termination of Option Holder’s service.(c) If Option Holder shall die while the Option is still exercisable according to its terms or if service is terminated because Option Holder has become disabled (within the meaning of Section 22(e)(3) of the Code) while in the service of the Company and Option Holder shall not have fully exercised the Option, such Option may be exercised at any time before 5:00 p.m. on the date 6 months following Option Holder’s death or date of termination of service for disability by Option Holder, personal representatives or administrators or guardians of Option Holder, as applicable or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of Shares Option Holder was entitled to purchase under the Option on (i) the earlier of the date of death or termination of service or (ii) the date of termination for such disability, as applicable. |
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