{"id":38214,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1994-stock-option-plan-sonicwall-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1994-stock-option-plan-sonicwall-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1994-stock-option-plan-sonicwall-inc.html","title":{"rendered":"1994 Stock Option Plan &#8211; SonicWALL Inc."},"content":{"rendered":"<pre>\n                                SONICWALL, INC.\n                            1994 STOCK OPTION PLAN\n                                        \n             Adopted December 20, 1994; as amended August 24, 1999\n\n     1.   Purpose.\n          ------- \n\n          (a)  The purpose of the SonicWALL, Inc. 1994 Stock Option Plan (the\n'Plan') is to provide a means whereby selected eligible employees and directors\nof and consultants to SonicWAll, Inc., a California corporation (the 'Company')\nand its Affiliates, as defined below, may be given an opportunity to purchase\ncommon stock of the Company (the 'Common Stock'). The terms 'Affiliate' or\n'Affiliates' as used in the Plan shall mean any parent corporation or subsidiary\ncorporation of the Company, as those terms are defined in Sections 424(e) and\n(f) of the Internal Revenue Code of 1986, as amended (the 'Code').\n\n          (b)  The Company, by means of the Plan, seeks to retain the services\nof its current key employees, directors and consultants, and to secure and\nretain the services of new key employees, corporate directors and consultants\nnecessary for the continued improvement of operations.\n\n     2.   Stock Options. Stock options granted pursuant to the Plan may, at the\n          -------------                                                         \ndiscretion of the Board of Directors of the Company, be granted either as 'an\nIncentive Stock Option ('ISO') or as a Nonstatutory Stock Option ('NSO'). An ISO\nshall mean an option described in Section 422 of the Code. An NSO shall mean an\noption not described in Sections 422, 422A(b), 423(b) or 424(b) of the Code. An\noption designated as an NSO will not be treated as an ISO.\n\n     3.   Administration.\n          -------------- \n\n     (a)  Procedure. The Plan shall be administered by the Board of Directors\n          ---------                                                           \n(the 'Board'). The Board may appoint a committee (the 'Committee') consisting of\nnot less than two (2) members of the Board to administer the Plan, subject to\nsuch terms and conditions as the Board may prescribe. Once appointed, the\nCommittee shall continue to serve until otherwise directed by the Board. From\ntime to time, the Board may increase the size of the Committee and appoint\nadditional members thereof, remove members (with or without cause) and appoint\nnew members in substitution therefor, fill vacancies, however caused, and remove\nall members of the Committee and, thereafter, directly administer the Plan.\n\n     Members of the Board or Committee who are either eligible for Options or\nhave been granted Options may vote on any matters affecting the administration\nof the Plan or the grant of Options pursuant to the Plan, except that no such\nmember shall act upon the granting of an Option to himself, but any such member\nmay be counted in determining the existence of a quorum at any meeting of the\nBoard or the Committee during which action is taken with respect to the granting\nof an Option to him or her.\n\n \n     The Committee shall meet at such times and places and upon such notice as\nthe chairperson determines. A majority of the Committee shall constitute a\nquorum. Any acts by the Committee may be taken at any meeting at which a quorum\nis present and shall be by majority vote of those members entitled to vote.\nAdditionally, any acts reduced to writing or approved in writing by all of the\nmembers of the Committee shall be valid acts of the Committee.\n\n     (b)  Procedure After Registration Date. Notwithstanding subsection (a)\n          ---------------------------------                                 \nabove, after the date of registration of the Company's Common Stock on a\nnational securities exchange or the date of the first registration statement\nfiled by the Company pursuant to Section 12 of the Securities Exchange Act of\n1934, as amended with respect to any class of the Company's equity securities,\nthe Plan shall be administered either by: (i) the full Board; or (ii) a\nCommittee of two (2) or more directors, each of whom is a Non-Employee Director.\nAfter such date, the Board shall take all action necessary to administer the\nPlan in accordance with the then effective provisions of Rule 16b-3 promulgated\nunder the Exchange Act, provided that any amendment to the Plan required for\ncompliance with such provisions shall be made consistent with the provisions of\nSection 11 of the Plan, and said regulations.\n\n     4.   Shares Subject to Plan and to Option.\n          ------------------------------------ \n\n          (a)  Subject to the provisions of Section 10, below (relating to\nadjustments upon changes in stock), the stock which may be sold pursuant to\noptions granted under the Plan shall not exceed in the aggregate 1,500,000\nshares of the Company's authorized Common Stock and may be unissued shares,\nreacquired shares, or shares bought on the market for the purpose of issuance\nunder the Plan. If any options granted under the Plan shall for any reason\nterminate or expire without having been exercised in full, the stock not\npurchased under such options shall be available again for the purpose of the\nPlan.\n\n          (b)  The option shall by its terms prohibit the exercise of all\noptions in excess of the amount as provided in Section 422A(b)(7) of the Code.\nShould it be determined that any ISO granted under the Plan inadvertently\nexceeds such maximum, such ISO grant shall be deemed to be a grant of an NSO to\nthe extent, but only to the extent, of such excess.\n\n     5.   Eligibility. ISOs may be granted only to employees of the Company. No\n          -----------                                                           \nISO may be granted to a person who, at the time of the grant, owns stock\npossessing more than ten percent (10%) of the total combined voting power of all\nclasses of stock of the Company unless at the time such option is granted the\noption price is at least one hundred ten percent (110%) of the fair market value\nof the stock subject to the option and such option by its terms is not\nexercisable after five (5) years from the date such ISO is granted. Directors of\nthe Company who are not also employees of the Company shall not be eligible for\nISOs, but are eligible for NSOs. Independent contractors shall be eligible for\nNSOs. Any employee may hold more than one (1) option at any time.\n\n     6.   Terms of Options. Options granted pursuant to the Plan need not be\n          ----------------                                                   \nidentical, but each option shall be granted within ten (10) years from the date\nthe Plan is adopted by the\n\n                                       2\n\n \nBoard or approved by the shareholders, whichever is earlier, shall specify the\nnumber of shares to which it pertains and shall be subject to the following\nterms and conditions:\n\n          (a)  The purchase price of each option shall be determined by the\nadministrator of the Plan at the time the option is granted, but shall in no\nevent be less than eighty-five percent (85%) in the case of an NSO, or one\nhundred percent (100%) in the case of an ISO, of the fair market value of the\nstock subject to the option on the date the option is granted. Fair market value\nof the Common Stock shall be determined by the Committee, using such criteria as\nit deems relevant; provided, however, that if there is a public market for the\nCommon Stock, the fair market value per Share shall be the average of the last\nreported bid and asked prices of the Common Stock on the date of grant, as\nreported in The Wall Street Journal (or, if not so reported, as otherwise \n            -----------------------                         \nreported by the National Association of Securities Dealers Automated Quotation\n(NASDAQ) System) or, in the event the Common Stock is listed on a national\nsecurities exchange (within the meaning of Section 6 of the Exchange Act) or on\nthe NASDAQ National Market System (or any successor national market system), the\nfair market value per Share shall be the closing price on such exchange on the\ndate of grant of the Option, as reported in The Wall Street Journal.\n                                            ----------------------- \n\n          (b)  Except as otherwise set forth in Section 5, above, the term of\nany ISO shall not be greater than ten (10) years from the date it was granted.\n\n          (c)  An option by its terms, shall not be transferable otherwise than\nby will or the laws of descent and distribution and may be exercisable, during\nthe lifetime of the option holder, only by the individual to whom the option is\ngranted.\n\n          (d)  Each option shall become exercisable on an annual basis as to not\nless than twenty percent (20%) of the total number of shares subject thereto.\n\n          (e)  Upon the termination of a participant's employment, his rights to\nexercise an option then held by him shall be only as follows:\n\n               (i)  If a participant's employment is terminated by death or\ndisability, he or his estate, as the case may be, shall have the right for a\nperiod of not less than six (6) months following the date of death or\ndisability, or for such longer period as the Board may fix, to exercise the\noption to the extent the participant was entitled to exercise such option on \nthe-date of his death or disability, or to the extent otherwise specified by the\nBoard, which may so specify, at a time that is subsequent to the date of his\ndeath or disability, provided the actual date of exercise is in no event after\nthe expiration of the term of the option. A participant's estate shall mean his\nlegal representative or any person who acquires the right to exercise an option\nby reason of the participant's death or disability.\n\n               (ii) If a participant's employment is terminated for any reason\nother than 'Death or Disability,' he may, within not less than three (3) months\nfollowing such termination (but in no event later than that date upon which the\noption expires by reason of the lapse of time), or within such longer period as\nthe Board may fix, exercise the option to the\n\n                                       3\n\n \nextent such option was exercisable by the participant on the date of termination\nof his employment, or to the extent otherwise specified by the Board, which may\nso specify at a time that is subsequent to the date of the termination of his\nemployment, provided the date of exercise is in no event after the expiration of\nthe term of the option.\n\n          (f)  Options may also contain such other provisions, which shall not\nbe inconsistent with any of the foregoing terms, as the Board shall deem\nappropriate. No option, however, nor anything contained in the Plan, shall\nconfer upon any employee any, right to continue in the employ of the Company (or\naffiliate) nor limit in any way the right of the Company (or affiliate) to\nterminate his employment at any time.\n\n          (g)  Subject to any required action by the Company's shareholders, if\nthe Company shall be the surviving corporation in any merger or consolidation,\neach outstanding option shall pertain and apply to the securities to which a\nholder of the number of shares subject to the option would have been entitled. A\ndissolution or liquidation of the Company or a merger or consolidation in which\nthe Company is not the surviving corporation shall cause each outstanding option\nto terminate, unless the surviving corporation in the case of a merger or\nconsolidation assumes outstanding options or replaces them with substitute\noptions having substantially similar terms and conditions.\n\n     7.   Payments and Loans Upon Exercise.\n          -------------------------------- \n\n          (a)  The purchase price of stock sold pursuant to an option shall be\npaid either in full in cash or by certified check at the time the option is\nexercised or pursuant to any deferred payment arrangement that the Board in its\ndiscretion may approve; provided, however, that any interest to be paid by an\noptionee in connection with any such deferred payment arrangement shall be\ncharged at the applicable federal rate as defined in Section 1274(d) of the\nCode.\n\n          (b)  The Company may make loans or guarantee loans made by an\nappropriate financial institution to individual optionees, including officers,\non such terms as may be approved by the Board for the purpose of financing the\nexercise of options granted under the Plan and the payment of any taxes that may\nbe due by reason of such exercise.\n\n          (c)  In addition, if and to the extent authorized by the Board,\noptionees may make all or any portion of any payment due to the Company upon\nexercise of an option by delivery of any property (including securities of the\nCompany) other than cash, so long as such property constitutes valid\nconsideration for the stock under applicable law.\n\n          (d)  Where the Company has or will have a legal obligation to withhold\ntaxes relating to the exercise of any stock option, such option may not be\nexercised, in whole or in part, unless such tax obligation is first satisfied in\na manner satisfactory to the Company.\n\n     8.   Use of Proceeds from Stock. Proceeds from the sale of stock pursuant\n          --------------------------                                           \nto options granted under the Plan shall be used for general corporate purposes.\n\n                                       4\n\n \n     9.   Stock Transfer Restrictions; Repurchase Provisions. Stock issued\n          --------------------------------------------------                 \npursuant to the exercise of options granted under the Plan shall be subject to\nthose stock transfer restrictions and repurchase provisions which shall be set\nforth in a Stock Restriction Agreement, substantially in the form attached\nhereto as Exhibit A. Each individual shall be required to execute such Agreement\nprior to receiving his shares.\n\n     10.  Adjustments of and Changes in the Stock. Subject to the rights of the\n          ---------------------------------------                               \nCompany set forth in Section 6 above, in the event that the shares of Common\nStock of the Company, as presently constituted, shall be changed into or\nexchanged for a different number or kind of shares of stock or other securities\nof the Company or of another corporation (whether by reason of merger,\nconsolidation, recapitalization, reclassification, split-up, combination of\nshares, or otherwise), or if the number of shares of Common Stock of the Company\nshall be increased through the payment of a stock dividend, then there shall be\nsubstituted for or added to each share of Common Stock of the Company\ntheretofore appropriated or thereafter subject or which may become subject to an\noption under the Plan, the number and kind of shares of stock or other\nsecurities into which each outstanding share of Common Stock of the Company\nshall be so changed, or for which each such share shall be exchanged or to which\neach such share shall be entitled, as the case may be.\n\n     Outstanding options shall also be amended as to price and other terms if\nnecessary to reflect the foregoing events. In the event there shall be any other\nchange in the number or kind of the outstanding shares of Common Stock of the\nCompany, or of any stock or other securities into which such Common Stock of the\nCompany, or of any stock or other securities into which such Common Stock shall\nhave been changed, or for which it shall have been exchanged, then if the Board\nof Directors shall, in its sole discretion, determine that such change equitably\nrequires an adjustment in any option theretofore granted or which may be granted\nunder the Plan, such adjustment shall be made in accordance with such\ndetermination. No right to purchase fractional shares shall result from any\nadjustment in options pursuant to this Section 10. In case of any such\nadjustment, the shares subject to the option shall be rounded down to the\nnearest whole share. Notice of any adjustment shall be given by the Company to\neach holder of an option which shall have been so adjusted and such adjustment\n(whether or not such notice is given) shall be effective and binding for all\npurposes of the Plan.\n\n     11.  Amendment of the Plan. The Board may at any time amend, alter,\n          ---------------------                                          \nsuspend or discontinue the Plan, but no amendment, alteration, suspension or\ndiscontinuation shall be made that would impair the rights of any participant\nunder any grant theretofore made, without his or her consent. In addition, to\nthe extent necessary and desirable to comply with applicable laws, the Company\nshall obtain shareholder approval of any Plan amendment in such a manner and to\nsuch a degree required. No amendment or termination of the Plan shall adversely\naffect options already granted, unless mutually agreed otherwise between the\nparticipant and the Board, which agreement must be in writing and signed by the\nparticipant and the Company.\n\n     12.  Indemnification of Board (or Committee, if applicable). In addition\n          ------------------------------------------------------              \nto such other rights of indemnification as they may have as directors or as\nmembers of the Committee, the\n\n                                       5\n\n \nmembers of the Board (or the Committee, if applicable) shall be indemnified by\nthe Company against the reasonable expenses, including attorneys, fees, actually\nand necessarily incurred in connection with the defense of any action, suit or\nproceeding, or in connection with any appeal therein, to which they or any of\nthem may be a party by reason of any action taken or failure to act under or in\nconnection with the Plan or any Option granted thereunder, and against all\namounts paid by them in settlement thereof (provided such settlement is approved\nby independent legal counsel selected by the Company) or paid by them in\nsatisfaction of a judgment in any such action, suit or proceeding except in\nrelation to matters as of which it shall be adjudged in such action, suit or\nproceeding that such Board (or Committee, if applicable) member is liable for\nnegligence or misconduct in the performance of his duties; provided that within\nsixty days after institution of any such action, suit or proceeding a Board (or\nCommittee, if applicable) member shall in writing offer the Company the\nopportunity, at its own expense, to handle and defend the same.\n\n     13.  Shareholder Approval. The Plan shall be subject to approval by the\n          --------------------                                               \naffirmative vote of the holders of a majority of the outstanding capital stock\nof the Company entitled to vote within twelve (12) months before or after the\nPlan is adopted. Any Option granted before shareholder approval is obtained must\nbe rescinded if shareholder approval is not obtained within twelve (12) months\nbefore or after the Plan is adopted. Shares issued upon the exercise of such\nOptions shall not be counted in determining whether such approval is obtained.\n\n     14.  Termination or Suspension of the Plan. The Board at any time may\n          -------------------------------------                            \nsuspend or terminate the Plan. The Plan, unless sooner terminated, shall\nterminate at the end of ten (10) years from the date the Plan is adopted by the\nBoard or approved by the shareholders of the Company, whichever is earlier. An\noption may not be granted under the Plan while the Plan is suspended or after it\nis terminated. Rights and obligations under any option granted while the Plan is\nin effect shall not be altered or impaired by suspension or termination of the\nPlan, except with the consent of the person to whom the option was granted,\nwhich may be obtained in any manner that the Board deems appropriate.\n\n     15.  Listing, Qualification or Approval of Stock. All options granted\n          -------------------------------------------                      \nunder the Plan are subject to the requirement that if at any time the Board\nshall determine in its discretion that the listing or qualification of the\nshares of stock subject thereto on any securities exchange or under any\napplicable law, or the consent or approval by any governmental regulatory body\nor the shareholders of the Company, is necessary or desirable as a condition of\nor in connection with the issuance of shares under the option, the option may\nnot be exercised in whole or in part, unless such listing, qualification,\nconsent or approval shall have been effected or obtained free of any condition\nnot acceptable to the Board.\n\n     16.  Binding Effect of Conditions. The conditions and stipulations\n          ----------------------------                                  \nhereinabove contained or in any option granted pursuant to the Plan shall be and\nconstitute a covenant running with all of the shares of the Company owned by the\nparticipant at any time, directly or indirectly whether the same have been\nissued or not, and those shares of the Company owned by the participant shall\nnot be sold, assigned or transferred by any person save and except in\n\n                                       6\n\n \naccordance with the terms and conditions herein provided, and the participant\nshall agree to use his best efforts to cause the officers of the Company to\nrefuse to record on the books of the Company any assignment or transfer made\nor attempted to be made, except as provided in the Plan and to cause said\nofficers to refuse to cancel old certificates or to issue or deliver new\ncertificates therefor where the purchaser or assignee has acquired\ncertificates for the stock - represented thereby, except strictly in\naccordance with the provisions of this Plan.\n\n     17.  Miscellaneous. The use of any masculine pronoun or similar term is\n          -------------                                                     \nintended to be without legal significance as to gender.\n\n     18.  Financial Reports.  The Company shall provide financial and other\n          -----------------                                                \ninformation regarding the Company, on an annual or more frequent basis, to each\nindividual holding an outstanding option under the Plan, as required pursuant to\nSection 260.140.46.2 of Title 10, California Code of Regulations.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8863],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9545],"class_list":["post-38214","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sonicwall-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38214","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38214"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38214"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38214"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38214"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}