{"id":40200,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/notice-of-stock-option-grant-network-computer-inc-and-david-j.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"notice-of-stock-option-grant-network-computer-inc-and-david-j","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/notice-of-stock-option-grant-network-computer-inc-and-david-j.html","title":{"rendered":"Notice of Stock Option Grant &#8211; Network Computer Inc. and David J. Roux"},"content":{"rendered":"<pre>\n                               NETWORK COMPUTER, INC.\n                                          \n                            NOTICE OF STOCK OPTION GRANT\n                                          \nDavid J. Roux\n[Address]\n                                          \n       You have been granted an option to purchase Common Stock of Network\nComputer, Inc. (the 'COMPANY') as follows:\n\n\n\n                                          \n       Date of Grant:                        October 15, 1998\n\n       Vesting Commencement Date:            February 16, 1998\n\n       Exercise Price per Share:             $0.85\n\n       Total Number of Shares Granted:       5,000,000\n\n       Total Exercise Price:                 $4,250,000\n\n       Type of Option:                       Nonqualified Stock Option\n\n       Term\/Expiration Date:                 October 15, 2008\n\n       Vesting Schedule:                     This Option may be exercised, in\n                                             whole or in part, in accordance\n                                             with the following schedule:  One-\n                                             fourth (1\/4) of the Option shall\n                                             vest on the one-year anniversary of\n                                             the Vesting Commencement Date; and\n                                             one thirty-sixth (1\/36) of the\n                                             remaining total number of Shares of\n                                             the Option shall vest upon the\n                                             completion of each month of service\n                                             as an Employee or Consultant\n                                             thereafter.\n\n       Termination Period:                   This Option may be exercised for\n                                             three (3) months after termination\n                                             of the Optionee's employment or\n                                             consulting relationship except as\n                                             set out in Sections 7 and 8 of the\n                                             Stock Option Agreement (but in no\n                                             event later than the Expiration\n                                             Date).\n\n\n       By your signature and the signature of the Company's representative \nbelow, you and the Company agree that this option is granted under and \ngoverned by the terms and conditions of the Stock Option Agreement, which is \nattached and made a part of this document.\n\nDAVID J. ROUX:                                   NETWORK COMPUTER, INC.\n\n\n                                                 By:    \n--------------------------                           --------------------------\nSignature\n\n                                                 Title: \n--------------------------                              -----------------------\nPrint Name\n\n\n                               NETWORK COMPUTER, INC.\n                                          \n                               STOCK OPTION AGREEMENT\n\n\n       1.     GRANT OF OPTION.  Network Computer, Inc., a Delaware corporation\n(the 'COMPANY'), hereby grants to Optionee named in the Notice of Stock Option\nGrant (the 'OPTIONEE'), an option (the 'OPTION') to purchase a total number of\nshares of Common Stock (the 'SHARES') set forth in the Notice of Stock Option\nGrant, at the exercise price per share set forth in the Notice of Stock Option\nGrant (the 'EXERCISE PRICE').  \n\n       2.     EXERCISE OF OPTION.  This Option shall be exercisable during its\nTerm in accordance with the Exercise Schedule set out in the Notice of Stock\nOption Grant as follows:\n\n              (a)    RIGHT TO EXERCISE.\n\n                     (i)    This Option may not be exercised for a fraction of a\nshare.\n\n                     (ii)   In the event of Optionee's death, disability or\nother termination of employment or consulting service, the exercisability of the\nOption is governed by Sections 6, 7 and 8 below, subject to the limitation\ncontained in Section 2(a)(i).\n\n                     (iii)  In no event may this Option be exercised after the\ndate of expiration of the Term of this Option as set forth in the Notice of\nStock Option Grant.\n\n              (b)    METHOD OF EXERCISE.  This Option shall be exercisable by\nwritten notice (in the form attached as EXHIBIT A), the terms of which are\nhereby incorporated by reference into the terms of this Option.  The notice\nshall state the election to exercise the Option, the number of Shares in respect\nof which the Option is being exercised, and such other representations and\nagreements as to the holder's investment intent with respect to such shares of\nCommon Stock as may be required by the Company.  Such written notice shall be\nsigned by Optionee and shall be delivered in person or by certified mail to the\nSecretary of the Company.  The written notice shall be accompanied by payment of\nthe Exercise Price.  This Option shall be deemed to be exercised upon receipt by\nthe Company of such written notice accompanied by the Exercise Price.\n\n              (c)    COMPLIANCE WITH LAW.  No Shares will be issued pursuant to\nthe exercise of an Option unless such issuance and such exercise shall comply\nwith all relevant provisions of applicable law and the requirements of any stock\nexchange upon which the Shares may then be listed.  Assuming such compliance,\nfor income tax purposes the Shares shall be considered transferred to Optionee\non the date on which the Option is exercised with respect to such Shares.\n\n                                       \n\n\n       3.     OPTIONEE'S REPRESENTATIONS.  In the event the Shares purchasable\npursuant to the exercise of this Option have not been registered under the\nSecurities Act at the time this Option is exercised, Optionee shall, if required\nby the Company, concurrently with the exercise of all or any portion of this\nOption, deliver to the Company Optionee's Investment Representation Statement in\nthe form attached hereto as EXHIBIT B.\n\n       4.     METHOD OF PAYMENT.  Payment of the Exercise Price shall be by any\nof the following, or a combination thereof, at the election of Optionee:\n\n              (a)    cash; \n\n              (b)    check; \n\n              (c)    surrender of other shares of Common Stock of the Company\nwhich (i) in the case of Shares acquired pursuant to the exercise of a Company\noption, have been owned by Optionee for more than six (6) months on the date of\nsurrender, and (ii) have a fair market value on the date of surrender equal to\nthe Exercise Price of the Shares as to which the Option is being exercised;\n\n              (d)    if there is a public market for the Shares and they are\nregistered under the  Securities Act, delivery of a properly executed exercise\nnotice together with irrevocable instructions to a broker to deliver promptly to\nthe Company the amount of sale or loan proceeds required to pay the exercise\nprice; or\n\n              (e)    such other consideration, including promissory notes, as\nmay be determined by the Board in its absolute discretion to the extent\npermitted under Sections 408 and 409 of the California General Corporation Law.\n\n       5.     RESTRICTIONS ON EXERCISE.  This Option may not be exercised until\nthe issuance of such Shares upon such exercise or the method of payment of\nconsideration for such shares would not constitute a violation of any applicable\nfederal or state securities or other law or regulation, including any rule under\nPart 207 of Title 12 of the Code of Federal Regulations as promulgated by the\nFederal Reserve Board.  As a condition to the exercise of this Option, the\nCompany may require Optionee to make any representation and warranty to the\nCompany as may be required by any applicable law or regulation.\n\n       6.     TERMINATION OF RELATIONSHIP.  In the event of termination of\nOptionee's Continuous Status as an Employee or Consultant, Optionee may, to the\nextent otherwise so entitled at the date of such termination (the 'TERMINATION\nDATE'), exercise this Option during the Termination Period set out in the Notice\nof Stock Option Grant but in no event may Optionee exercise this Option\nfollowing the Expiration Date set out in the Notice of Stock Option Grant.  To\nthe extent that Optionee was not entitled to exercise this Option at such\nTermination Date, or if Optionee does not exercise this Option within the time\nspecified herein, the Option shall terminate.\n\n                                       -2-\n\n\n       7.     DISABILITY OF OPTIONEE.\n\n              (a)    Notwithstanding the provisions of Section 6 above, in the\nevent of termination of Continuous Status as an Employee or Consultant as a\nresult of Optionee's total and permanent disability (as defined in Section\n22(e)(3) of the Code), Optionee may, but only within twelve (12) months from the\nTermination Date (but in no event later than the date of expiration of the Term\nof this Option as set forth in the Notice of Stock Option Grant and in\nSection 10 below), exercise this Option to the extent Optionee was entitled to\nexercise it as of such Termination Date.  To the extent that Optionee was not\nentitled to exercise the Option as of the Termination Date, or if Optionee does\nnot exercise such Option (which he was entitled to exercise) within the time\nspecified herein, the Option shall terminate.\n       \n              (b)    Notwithstanding the provisions of Section 6 above, in the\nevent of termination of Optionee's Continuous Status as an Employee or\nConsultant as a result of any disability not constituting a total and permanent\ndisability (as defined in Section 22(e)(3) of the Code), Optionee may, but only\nwithin six (6) months from the Termination Date (but in no event later than the\ndate of expiration of the Term of this Option as set forth in the Notice of\nStock Option Grant and in Section 10 below), exercise this Option to the extent\nOptionee was entitled to exercise it as of such Termination Date.  To the extent\nthat Optionee was not entitled to exercise the Option at the Termination Date,\nor if Optionee does not exercise such Option to the extent so entitled within\nthe time specified herein, the Option shall terminate.\n       \n       8.     DEATH OF OPTIONEE.   In the event of the death of Optionee (a)\nduring the Term of this Option and while an Employee or Consultant of the\nCompany and having been in Continuous Status as an Employee or Consultant since\nthe date of grant of the Option, or (b) within thirty (30) days after Optionee's\nTermination Date, the Option may be exercised at any time within six (6) months\nfollowing the date of death (but in no event later than the date of expiration\nof the Term of this Option as set forth in the Notice of  Stock Option Grant and\nin Section 10 below), by Optionee's estate or by a person who acquired the right\nto exercise the Option by bequest or inheritance, but only to the extent of the\nright to exercise that had accrued at the Termination Date.\n\n       9.     NON-TRANSFERABILITY OF OPTION.  This Option may not be transferred\nin any manner otherwise than by will or by the laws of descent or distribution\nand may be exercised during the lifetime of Optionee only by him or her.  The\nterms of this Option shall be binding upon the executors, administrators, heirs,\nsuccessors and assigns of Optionee.\n\n       10.    TERM OF OPTION.  This Option may be exercised only within the Term\nset out in the Notice of Stock Option Grant, and may be exercised during such\nTerm only in accordance with the terms of this Option.  \n\n       11.    TAX CONSEQUENCES.  Set forth below is a brief summary as of the\ndate of this Option of certain of the federal and California tax consequences of\nexercise of this Option and disposition of the Shares under the laws in effect\nas of the Date of Grant.  THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX\nLAWS AND \n\n                                       -3-\n\n\nREGULATIONS ARE SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX ADVISER \nBEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.\n\n              (a)    EXERCISE OF NONQUALIFIED STOCK OPTION.  If this Option is a\nNonqualified Stock Option and, thus, does not qualify as an Incentive Stock\nOption, there may be a regular federal income tax liability and a California\nincome tax liability upon the exercise of the Option.  The Optionee will be\ntreated as having received compensation income (taxable at ordinary income tax\nrates) equal to the excess, if any, of the fair market value of the Shares on\nthe date of exercise over the Exercise Price.  If Optionee is an employee, the\nCompany will be required to file applicable reports with the taxing authorities\nand withhold from Optionee's compensation or collect from Optionee and pay to\nthe applicable taxing authorities an amount equal to a percentage of this\ncompensation income at the time of exercise.\n\n              (b)    DISPOSITION OF SHARES.  In the case of a Nonqualified Stock\nOption, if the Shares are held for more than one year, any gain realized on\ndisposition of the Shares will be treated as long-term capital gain for federal\nand California income tax purposes.   \n\n       12.    WITHHOLDING TAX OBLIGATIONS.  Optionee understands that, upon\nexercising a Nonqualified Stock Option, he or she will recognize income for tax\npurposes in an amount equal to the excess of the then fair market value of the\nShares over the Exercise Price.  However, the timing of this income recognition\nmay be deferred for up to six months if Optionee is subject to Section 16 of the\nExchange Act.  If Optionee is an employee, the Company will be required to\nwithhold from Optionee's compensation, or collect from Optionee and pay to the\napplicable taxing authorities an amount equal to a percentage of this\ncompensation income.  The Optionee shall satisfy his or her tax withholding\nobligation arising upon the exercise of this Option by one or some combination\nof the following methods: (a) by cash payment, (b) out of Optionee's current\ncompensation, (c) if permitted by the Administrator, in its discretion, by\nsurrendering to the Company Shares which (i) in the case of Shares previously\nacquired from the Company, have been owned by Optionee for more than six months\non the date of surrender, and (ii) have a fair market value on the date of\nsurrender equal to or greater than Optionee's marginal tax rate times the\nordinary income recognized, or (d) by electing to have the Company withhold from\nthe Shares to be issued upon exercise of the Option that number of Shares having\na fair market value equal to the amount required to be withheld.  For this\npurpose, the fair market value of the Shares to be withheld shall be determined\non the date that the amount of tax to be withheld is to be determined (the 'TAX\nDATE').  \n\n       If Optionee is subject to Section 16 of the Exchange Act (an 'INSIDER'),\nany surrender of previously owned Shares to satisfy tax withholding obligations\narising upon exercise of this Option must comply with the applicable provisions\nof Rule 16b-3 promulgated under the Exchange Act ('RULE 16B-3') and shall be\nsubject to such additional conditions or restrictions as may be required\nthereunder to qualify for the maximum exemption from Section 16 of the Exchange\nAct.\n\n                                       -4-\n\n\n       All elections by an Optionee to have Shares withheld to satisfy tax\nwithholding obligations shall be made in writing in a form acceptable to the\nAdministrator and shall be subject to the following restrictions:\n\n              (a)    the election must be made on or prior to the applicable Tax\nDate;\n\n              (b)    once made, the election shall be irrevocable as to the\nparticular Shares of the Option as to which the election is made;\n\n              (c)    all elections shall be subject to the consent or\ndisapproval of the Administrator; and\n\n              (d)    if Optionee is an Insider, the election must comply with\nthe applicable provisions of Rule 16b-3 and shall be subject to such additional\nconditions or restrictions as may be required thereunder to qualify for the\nmaximum exemption from Section 16 of the Exchange Act.\n\n       13.    MARKET STANDOFF AGREEMENT.  In connection with the initial public\noffering of the Company's securities and upon request of the Company or the\nunderwriters managing any underwritten offering of the Company's securities,\nOptionee hereby agrees not to sell, make any short sale of, loan, grant any\noption for the purchase of, or otherwise dispose of any Shares (other than those\nincluded in the registration) without the prior written consent of the Company\nor such underwriters, as the case may be, for such period of time (not to exceed\n180 days) from the effective date of such registration as may be requested by\nthe Company or such managing underwriters and to execute an agreement reflecting\nthe foregoing as may be requested by the underwriters at the time of the public\noffering.\n\n       14.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR CERTAIN\nOTHER TRANSACTIONS.\n\n              (a)    CHANGES IN CAPITALIZATION.  Subject to any required action\nby the stockholders of the Company, the number of shares of Common Stock covered\nby this Option and the price per share of Common Stock covered by this Option,\nshall be proportionately adjusted for any increase or decrease in the number of\nissued shares of Common Stock resulting from a stock split, reverse stock split,\nstock dividend, combination, recapitalization or reclassification of the Common\nStock, or any other increase or decrease in the number of issued shares of\nCommon Stock effected without receipt of consideration by the Company; provided,\nhowever, that conversion of any convertible securities of the Company shall not\nbe deemed to have been 'effected without receipt of consideration.'  Such\nadjustment shall be made by the Board, whose determination in that respect shall\nbe final, binding and conclusive.  Except as expressly provided herein, no\nissuance by the Company of shares of stock of any class, or securities\nconvertible into shares of stock of any class, shall affect, and no adjustment\nby reason thereof shall be made with respect to, the number or price of shares\nof Common Stock subject to an Option.\n\n                                       -5-\n\n\n              (b)    DISSOLUTION OR LIQUIDATION.  In the event of the proposed\ndissolution or liquidation of the Company, the Board shall notify the Optionee\nat least fifteen (15) days prior to such proposed action.  To the extent it has\nnot been previously exercised, the Option will terminate immediately prior to\nthe consummation of such proposed action.\n       \n              (c)    MERGER OR SALE OF ASSETS.  In the event of a proposed sale\nof all or substantially all of the Company's assets or the consummation of a\nmerger or consolidation of the Company with or into another entity where the\nsuccessor corporation issues its securities to the Company's stockholders, this\nOption shall be assumed or an equivalent option or right shall be substituted by\nsuch successor corporation or a parent or subsidiary of such successor\ncorporation, unless the successor corporation does not agree to assume the\nOption or to substitute an equivalent option or right, in which case such Option\nshall terminate upon the consummation of the merger or sale of assets.\n\n              (d)    CERTAIN DISTRIBUTIONS.  In the event of any distribution to\nthe Company's stockholders of securities of any other entity or other assets\n(other than dividends payable in cash or stock of the Company) without receipt\nof consideration by the Company, the Administrator may, in its discretion,\nappropriately adjust the price per share of Common Stock covered by this\noutstanding Option to reflect the effect of such distribution.\n\n       15.    DEFINITIONS.\n\n              (a)    'ADMINISTRATOR' means the Board.\n              (b)    'BOARD' means the Board of Directors of the Company.\n              (c)    'CODE' means the Internal Revenue Code of 1986, as amended.\n              (d)    'COMMON STOCK' means the Common Stock of the Company.\n              (e)    'COMPANY' means Network Computer, Inc., a Delaware\ncorporation.\n              (f)    'CONSULTANT' means any person, including an advisor, who is\nengaged by the Company or any Parent or Subsidiary to render services and is\ncompensated for such services, and any director of the Company whether\ncompensated for such services or not, provided that if and in the event the\nCompany registers any class of any equity security pursuant to the Exchange Act,\nthe term Consultant shall thereafter not include directors who are not\ncompensated for their services or are paid only a director's fee by the Company.\n              (g)    'CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT' means the\nabsence of any interruption or termination of service as an Employee or\nConsultant.  Continuous Status as an Employee or Consultant shall not be\nconsidered interrupted in the case of:  (i) sick leave; (ii) military leave;\n(iii) any other leave of absence approved by the Administrator, provided that\nsuch leave is for a period of not more than ninety (90) days, unless\nreemployment upon the expiration of such leave is guaranteed by contract or\nstatute, or unless provided otherwise pursuant to Company policy adopted from\ntime to time; or (iv) in the case of transfers between locations of the Company\nor between the Company, its Subsidiaries or their respective successors.  A\nchange in status from an Employee to a Consultant or from a Consultant to an\nEmployee will not constitute an interruption of Continuous Status as an Employee\nor Consultant.\n\n                                       -6-\n\n\n              (h)    'EMPLOYEE' means any person, including officers and\ndirectors, employed by the Company or any Parent or Subsidiary of the Company,\nwith the status of employment determined based upon such minimum number of hours\nor periods worked as shall be determined by the Administrator in its discretion,\nsubject to any requirements of the Code.  The payment by the Company of a\ndirector's fee to a Director shall not be sufficient to constitute 'employment'\nof such Director by the Company.\n              (i)    'EXCHANGE ACT' means the Securities Exchange Act of 1934,\nas amended.\n              (j)    'FAIR MARKET VALUE' means, as of any date, the fair market\nvalue of Common Stock determined as follows:\n                            (i)    If the Common Stock is listed on any\n                                   established stock exchange or a national\n                                   market system including without limitation\n                                   the National Market of the National\n                                   Association of Securities Dealers, Inc.\n                                   Automated Quotation ('NASDAQ') System, its\n                                   Fair Market Value shall be the closing sales\n                                   price for such stock (or the closing bid, if\n                                   no sales were reported), as quoted on such\n                                   system or exchange, or the exchange with the\n                                   greatest volume of trading in Common Stock\n                                   for the last market trading day prior to the\n                                   time of determination, as reported in The\n                                   Wall Street Journal or such other source as\n                                   the Administrator deems reliable;\n                            (ii)   If the Common Stock is quoted on the Nasdaq\n                                   System (but not on the National Market\n                                   thereof) or regularly quoted by a recognized\n                                   securities dealer but selling prices are not\n                                   reported, its Fair Market Value shall be the\n                                   mean between the high bid and low asked\n                                   prices for the Common Stock for the last\n                                   market trading day prior to the time of\n                                   determination, as reported in The Wall Street\n                                   Journal or such other source as the\n                                   Administrator deems reliable; or\n                            (iii)  In the absence of an established market for\n                                   the Common Stock, the Fair Market Value\n                                   thereof shall be determined in good faith by\n                                   the Administrator at the Administrator's\n                                   discretion.  In making any such\n                                   determination, the Administrator may elect,\n                                   but shall not be obligated, to engage an\n                                   appraiser or investment banking firm to make\n                                   the determination of Fair Market Value and\n                                   such determination shall be conclusive and\n                                   binding.\n              (k)    'INCENTIVE STOCK OPTION' or 'ISO' means an Option intended\nto qualify as an incentive stock option within the meaning of Section 422 of the\nCode.\n              (l)    'NONQUALIFIED STOCK OPTION' means an Option not intended to\nqualify as an Incentive Stock Option, as designated in the applicable written\noption agreement.\n              (m)    'OPTION' means a stock option granted pursuant to this\nOption Agreement.\n              (n)    'OPTION AGREEMENT' means this Stock Option Agreement.\n              (o)    'OPTIONED STOCK' means the Common Stock subject to an\nOption.\n              (p)    'OPTIONEE' means an Employee or Consultant who receives an\nOption.\n              (q)    'PARENT' means a 'parent corporation,' whether now or\nhereafter existing, as defined in Section 424(e) of the Code, or any successor\nprovision.\n\n                                       -7-\n\n\n              (r)    'REPORTING PERSON' means an officer, director, or greater\nthan ten percent stockholder of the Company within the meaning of Rule 16a-2\nunder the Exchange Act, who is required to file reports pursuant to Rule 16a-3\nunder the Exchange Act.\n              (s)    'RULE 16B-3' means Rule 16b-3 promulgated under the\nExchange Act, as the same may be amended from time to time, or any successor\nprovision.\n              (t)    'SECURITIES ACT' means the Securities Act of 1933, as\namended.\n              (u)    'SHARE' means a share of the Common Stock, as adjusted in\naccordance with Section 14.\n              (v)    'STOCK EXCHANGE' means any stock exchange or consolidated\nstock price reporting system on which prices for the Common Stock are quoted at\nany given time.\n              (w)    'SUBSIDIARY' means a 'subsidiary corporation,' whether now\nor hereafter existing, as defined in Section 424(f) of the Code, or any\nsuccessor provision.\n\n\n\n                    [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]\n\n\n                                       -8-\n\n\n      This Agreement may be executed in two or more counterparts, each of which\nshall be deemed an original and all of which together shall constitute one\ndocument.\n\n\n                                          NETWORK COMPUTER, INC.\n\n\n                                          By:    \n                                              ---------------------------------\n\n                                          Title: \n                                                 ------------------------------\n\n\n      OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO\nTHE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT OR CONSULTANCY AT THE\nWILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS\nOPTION OR ACQUIRING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES\nTHAT NOTHING IN THIS AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT\nTO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT\nINTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE\nOPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.\n\n      Optionee has reviewed this Stock Option Agreement in its entirety, has\nhad an opportunity to obtain the advice of counsel prior to executing this\nOption and fully understands all provisions of the Option.  Optionee hereby\nagrees to accept as binding, conclusive and final all decisions or\ninterpretations of the Administrator upon any questions arising under this\nOption.\n\n\nDated:                         \n       -------------------------                 -------------------------\n                                                 DAVID J. ROUX\n\n\n                                       -9-\n\n\n                                     EXHIBIT A\n                                          \n                               NETWORK COMPUTER, INC.\n\n                                  EXERCISE NOTICE\n\n\nNetwork Computer, Inc.\n1000 Bridge Parkway\nRedwood Shores, CA  94065\n\n\n      1.      EXERCISE OF OPTION.  Effective as of today, _______________,\n199__, the undersigned ('OPTIONEE') hereby elects to exercise Optionee's option\nto purchase _____________ shares of the Common Stock (the 'SHARES') of Network\nComputer, Inc. (the 'COMPANY') under the Stock Option Agreement dated October\n15, 1998 (the 'OPTION AGREEMENT').\n\n      2.      REPRESENTATIONS OF OPTIONEE.  Optionee acknowledges that Optionee\nhas received, read and understood the Option Agreement and the Investment\nRepresentation Statement attached as EXHIBIT B to the Option Agreement, and\nagrees to abide by and be bound by their terms and conditions.  If applicable,\nOptionee has executed and delivered the Investment Representation Statement to\nthe Company.  Optionee further represents that Optionee is purchasing the Shares\nfor Optionee's own account for investment and not with a view to, or for sale in\nconnection with, a 'distribution' of any of such Shares for purposes of the\nSecurities Act of 1933, as amended (the 'SECURITIES ACT').\n\n      3.      COMPLIANCE WITH SECURITIES LAWS.  Optionee understands and\nacknowledges that the Shares have not been registered under the Securities Act\nand, notwithstanding any other provision of the Option Agreement to the\ncontrary, the exercise of any rights to purchase any Shares is expressly\nconditioned upon compliance with the Securities Act, all applicable state\nsecurities laws and all applicable requirements of any stock exchange or over\nthe counter market on which the Company's Common Stock may be listed or traded\nat the time of exercise and transfer.  Optionee agrees to cooperate with the\nCompany to ensure compliance with such laws.\n\n      4.      FEDERAL RESTRICTIONS ON TRANSFER.  Optionee understands that \nthe Shares have not been registered under the Securities Act and therefore \ncannot be resold and must be held indefinitely unless they are registered \nunder the Securities Act or unless an exemption from such registration is \navailable and that the certificate(s) representing the Shares may bear a \nlegend to that effect.  Optionee understands that the Company is under no \nobligation to register the Shares and that an exemption may not be available \nor may not permit Optionee to transfer Shares in the amounts or at the times \nproposed by Optionee. Specifically, Optionee has been advised that Rule 144 \npromulgated under the Securities Act, which permits certain resales of \nunregistered securities, is not presently available with respect to the \nShares and, in any event requires that the Shares be fully paid for by means \nother than a promissory note \n\n                                       \n\n\nsecured by the Shares themselves and then be held for at least one year (and \nin some cases two years) before they may be resold under Rule 144.\n\n      5.      RIGHTS AS STOCKHOLDER.  Until the stock certificate evidencing\nsuch Shares is issued (as evidenced by the appropriate entry on the books of the\nCompany or of a duly authorized transfer agent of the Company), no right to vote\nor receive dividends or any other rights as a stockholder shall exist with\nrespect to the optioned Shares, notwithstanding the exercise of the Option.  The\nCompany shall issue (or cause to be issued) such stock certificate promptly\nafter the Option is exercised.  No adjustment will be made for a dividend or\nother right for which the record date is prior to the date the stock certificate\nis issued, except as provided in Section 14 of the Option Agreement.  \n\n              Optionee shall enjoy rights as a stockholder until such time as\nOptionee disposes of the Shares.\n      \n      6.      ESCROW OF SHARES.  For purposes of facilitating the enforcement of\nthe provisions of this Exercise Notice, the Optionee agrees, immediately upon\nreceipt of the certificate(s) for any Shares, to deliver such certificate(s),\ntogether with an Assignment Separate from Certificate in the form attached to\nthis Exercise Notice as EXHIBIT A executed by Optionee and by Optionee's spouse\n(if required for transfer), in blank, to the Secretary of the Company, or the\nSecretary's designee, to hold such certificate(s) and Assignment Separate from\nCertificate in escrow and to take all such actions and to effectuate all such\ntransfers and\/or releases as are in accordance with the terms of this Exercise\nNotice.  The Optionee hereby acknowledges that the Secretary of the Company, or\nthe Secretary's designee, is so appointed as the escrow holder with the\nforegoing authorities as a material inducement to make this agreement and that\nsaid appointment is coupled with an interest and is accordingly irrevocable. \nThe Optionee agrees that said escrow holder shall not be liable to any party\nhereof (or to any other party).  The escrow holder may rely upon any letter,\nnotice or other document executed by any signature purported to be genuine and\nmay resign at any time.  The Optionee agrees that if the Secretary of the\nCompany, or the Secretary's designee, resigns as escrow holder for any or no\nreason, the Board of Directors of the Company shall have the power to appoint a\nsuccessor to serve as escrow holder pursuant to the terms of this Exercise\nNotice.\n\n      7.      RESTRICTIONS BINDING ON TRANSFEREES.  All transferees of Shares or\nany interest therein will receive and hold such Shares or interest subject to\nthe provisions of this Exercise Notice and the Option Agreement.  Any sale or\ntransfer of the Company's Shares shall be void unless the provisions of this\nAgreement are met.\n\n      8.      TAX CONSULTATION.  Optionee understands that Optionee may suffer\nadverse tax consequences as a result of Optionee's purchase or disposition of\nthe Shares.  Optionee represents that Optionee has consulted with any tax\nconsultants Optionee deems advisable in connection with the purchase or\ndisposition of the Shares and that Optionee is not relying on the Company for\nany tax advice.\n\n                                       -2-\n\n\n      9.      RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.\n\n              (a)    LEGENDS.  Optionee understands and agrees that the Company\nshall cause the legends set forth below or legends substantially equivalent\nthereto, to be placed upon any certificate(s) evidencing ownership of the Shares\ntogether with any other legends that may be required by state or federal\nsecurities laws:\n\n                     (i)    THE SECURITIES REPRESENTED HEREBY HAVE NOT\n                            BEEN REGISTERED UNDER THE SECURITIES ACT OF\n                            1933 (THE 'ACT') AND MAY NOT BE OFFERED, SOLD\n                            OR OTHERWISE TRANSFERRED, PLEDGED OR\n                            HYPOTHECATED UNLESS AND UNTIL REGISTERED\n                            UNDER THE ACT OR, IN THE OPINION OF COUNSEL\n                            IN FORM AND SUBSTANCE SATISFACTORY TO THE\n                            ISSUER OF THESE SECURITIES, SUCH OFFER, SALE\n                            OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN\n                            COMPLIANCE THEREWITH.\n                     \n                     (ii)   THE SHARES REPRESENTED BY THIS CERTIFICATE\n                            ARE SUBJECT TO CERTAIN RESTRICTIONS ON\n                            TRANSFER AS SET FORTH IN THE STOCK OPTION\n                            AGREEMENT AND THE EXERCISE NOTICE BETWEEN THE\n                            ISSUER AND THE ORIGINAL HOLDER OF THESE\n                            SHARES, A COPY OF WHICH MAY BE OBTAINED AT\n                            THE PRINCIPAL OFFICE OF THE ISSUER.  SUCH\n                            TRANSFER RESTRICTIONS ARE BINDING ON\n                            TRANSFEREES OF THESE SHARES.\n                     \n\n              (b)    STOP-TRANSFER NOTICES.  Optionee agrees that, in order to\nensure compliance with the restrictions referred to herein, the Company may\nissue appropriate 'stop transfer' instructions to its transfer agent, if any,\nand that, if the Company transfers its own securities, it may make appropriate\nnotations to the same effect in its own records.\n\n              (c)    REFUSAL TO TRANSFER.  The Company shall not be required\n(i) to transfer on its books any Shares that have been sold or otherwise\ntransferred in violation of any of the provisions of this Agreement or (ii) to\ntreat as owner of such Shares or to accord the right to vote or pay dividends to\nany purchaser or other transferee to whom such Shares shall have been so\ntransferred.\n\n      10.     MARKET STANDOFF AGREEMENT.  In connection with the initial public\noffering of the Company's securities and upon request of the Company or the\nunderwriters managing any underwritten offering of the Company's securities,\nOptionee hereby agrees not to sell, \n\n                                       -3-\n\n\nmake any short sale of, loan, grant any option for the purchase of, or \notherwise dispose of any Shares (other than those included in the \nregistration) without the prior written consent of the Company or such \nunderwriters, as the case may be, for such period of time (not to exceed 180 \ndays) from the effective date of such registration as may be requested by the \nCompany or such managing underwriters and to execute an agreement reflecting \nthe foregoing as may be requested by the underwriters at the time of the \npublic offering.\n\n      11.     SUCCESSORS AND ASSIGNS.  The Company may assign any of its rights\nunder this Agreement to single or multiple assignees, and this Agreement shall\ninure to the benefit of the successors and assigns of the Company.  Subject to\nthe restrictions on transfer herein set forth, this Agreement shall be binding\nupon Optionee and his or her heirs, executors, administrators, successors and\nassigns.\n\n      12.     INTERPRETATION.  Any dispute regarding the interpretation of this\nAgreement shall be submitted by Optionee or by the Company forthwith to the\nCompany's Board of Directors, which shall review such dispute at its next\nregular meeting.  The resolution of such a dispute by the Board or committee\nshall be final and binding on the Company and on Optionee.\n\n      13.     GOVERNING LAW; SEVERABILITY.  This Agreement shall be governed by\nand construed in accordance with the laws of the State of California excluding\nthat body of law pertaining to conflicts of law.  Should any provision of this\nAgreement be determined by a court of law to be illegal or unenforceable, the\nother provisions shall nevertheless remain effective and shall remain\nenforceable.\n\n      14.     NOTICES.  Any notice required or permitted hereunder shall be\ngiven in writing and shall be deemed effectively given upon personal delivery or\nupon deposit in the United States mail by certified mail, with postage and fees\nprepaid, addressed to the other party at its address as shown below beneath its\nsignature, or to such other address as such party may designate in writing from\ntime to time to the other party.\n\n      15.     FURTHER INSTRUMENTS.  The parties agree to execute such further\ninstruments and to take such further action as may be reasonably necessary to\ncarry out the purposes and intent of this Agreement.\n\n      16.     DELIVERY OF PAYMENT.  Optionee herewith delivers to the Company\nthe full Exercise Price for the Shares.\n\n                                       -4-\n\n\n      17.     ENTIRE AGREEMENT.  The Notice of Stock Option Grant\/Option\nAgreement are incorporated herein by reference.  This Agreement and the Notice\nof Stock Option Grant\/Option Agreement constitute the entire agreement of the\nparties and supersede in their entirety all prior undertakings and agreements of\nthe Company and Optionee with respect to the subject matter hereof, and is\ngoverned by California law except for that body of law pertaining to conflict of\nlaws.\n\nSubmitted by:                          Accepted by:\n\nOPTIONEE:                              NETWORK COMPUTER, INC.\n\n\n\n                                       By: \n-----------------------------------        -----------------------------------\n((Optionee))\n                                       Title: \n                                              --------------------------------\n\nAddress:      ((OptioneeAddress1))     Address:    1000 Bridge Parkway\n              ((OptioneeAddress2))                 Redwood Shores, CA  94065\n\n\n\n      I, _____________________________, spouse of Optionee, have read and\nhereby approve the foregoing Exercise Notice.  In consideration of the Company's\ngranting my spouse the right to purchase the Shares as set forth in the Exercise\nNotice, I hereby agree to be irrevocably bound by the Exercise Notice and Option\nAgreement and further agree that any community property or other such interest\nshall be similarly bound by the terms of the Exercise Notice.  I hereby appoint\nmy spouse as my attorney-in-fact with respect to any amendment or exercise of\nany rights under the Exercise Notice and Option Agreement.\n\n\n\n                                          -----------------------------------\n                                          Spouse of Optionee\n\n\n                                       -5-\n\n\n                                     EXHIBIT A\n\n                        ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n\n\n      FOR VALUE RECEIVED and pursuant to that certain Exercise Notice between \nthe undersigned and Network Computer, Inc., dated ____________________, 199__ \n(the 'AGREEMENT') Optionee hereby sells, assigns and transfers unto \n______________________ (__________) shares of the Common Stock of Network \nComputer, Inc., standing in Optionee's name on the books of said corporation \nrepresented by Certificate No. ______ herewith and does hereby irrevocably \nconstitute and appoint ___________________________________ to transfer said \nstock on the books of the within-named corporation with full power of \nsubstitution in the premises.  THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED \nBY THE EXERCISE NOTICE AND THE EXHIBITS THERETO.\n\nDate:               , 19    .\n       -------------    ----\n\n                                   Signature:\n\n\n\n\n                                   -----------------------------------------\n                                   ((Optionee))\n\n\n\n                                   -----------------------------------------\n                                   Spouse of Optionee (if applicable)\n\n\nInstruction:  Please do not fill in any blanks other than the signature line. \nThe purpose of this assignment is to enable the Company to exercise its \nrepurchase rights set forth in the Exercise Notice without requiring \nadditional signatures on the part of Optionee.\n\n                                       \n\n\n                                     EXHIBIT B\n\n                        INVESTMENT REPRESENTATION STATEMENT\n\n\nOPTIONEE      :      ((Optionee))\n\nCOMPANY       :      Network Computer, Inc.\n\nSECURITY      :      Common Stock\n\nAMOUNT        :      ___________________ Shares\n\nDATE          :      ___________________, 199__\n\nIn connection with the purchase of the above-listed Securities, I, Optionee,\nrepresent to the Company the following:\n\n              (a)    I am aware of the Company's business affairs and financial\ncondition, and have acquired sufficient information about the Company to reach\nan informed and knowledgeable decision to acquire the Securities.  I am\npurchasing these Securities for my own account for investment purposes only and\nnot with a view to, or for the resale in connection with, any 'DISTRIBUTION'\nthereof for purposes of the Securities Act of 1933, as amended (the 'SECURITIES\nACT').\n\n              (b)    I understand that the Securities have not been registered\nunder the Securities Act in reliance upon a specific exemption therefrom, which\nexemption depends upon, among other things, the bona fide nature of my\ninvestment intent as expressed herein.\n\n              (c)    I further understand that the Securities must be held\nindefinitely unless subsequently registered under the Securities Act or unless\nan exemption from registration is otherwise available.  Moreover, I understand\nthat the Company is under no obligation to register the Securities.  In\naddition, I understand that the certificate evidencing the Securities will be\nimprinted with a legend which prohibits the transfer of the Securities unless\nthey are registered or such registration is not required in the opinion of\ncounsel for the Company.\n\n              (d)    I am familiar with the provisions of Rule 701 and Rule 144,\neach promulgated under the Securities Act, which, in substance, permit limited\npublic resale of 'restricted securities' acquired, directly or indirectly, from\nthe issuer thereof, in a non-public offering subject to the satisfaction of\ncertain conditions.  Rule 701 provides that if the issuer qualifies under\nRule 701 at the time of issuance of the Securities, such issuance will be exempt\nfrom registration under the Securities Act.  In the event the Company later\nbecomes subject to the reporting requirements of Section 13 or 15(d) of the\nSecurities Exchange Act of 1934, ninety (90) days thereafter the securities\nexempt under Rule 701 may be resold, subject to the satisfaction of certain of\nthe conditions specified by Rule 144, including among other things:  (1) the\nsale being made through a broker in an unsolicited 'broker's transaction' or in\n\n                                       \n\n\ntransactions directly with a market maker (as said term is defined under the \nSecurities Exchange Act of 1934); and, in the case of an affiliate, (2) the \navailability of certain public information about the Company, and the amount \nof securities being sold during any three month period not exceeding the \nlimitations specified in Rule 144(e), if applicable.  Notwithstanding this \nparagraph (d), I acknowledge and agree to the restrictions set forth in \nparagraph (f) below.\n\n              In the event that the Company does not qualify under Rule 701 \nat the time of issuance of the Securities, then the Securities may be resold \nin certain limited circumstances subject to the provisions of Rule 144, which \nrequires among other things:  (1) the availability of certain public \ninformation about the Company; (2) the resale occurring not less than one \nyear after the party has purchased, and made full payment for, within the \nmeaning of Rule 144, the securities to be sold; and, in the case of an \naffiliate, or of a non-affiliate who has held the securities less than two \nyears, (3) the sale being made through a broker in an unsolicited 'broker's \ntransaction' or in transactions directly with a market maker (as said term is \ndefined under the Securities Exchange Act of 1934), and (4) the amount of \nsecurities being sold during any three month period not exceeding the \nspecified limitations stated therein, if applicable.  I UNDERSTAND THAT \nPAYMENT FOR THE SHARES WITH A PROMISSORY NOTE IS NOT DEEMED TO BE FULL \nPAYMENT UNDER RULE 144 UNLESS THE NOTE IS SECURED BY ASSETS OTHER THAN THE \nSHARES.\n\n              (e)    I understand that at such time in the future that I might\nwish to sell the Securities, there may be no public market upon which to make\nsuch a sale, and that, even if such a public market then exists, the Company may\nnot be satisfying the current public information requirements of Rule 144, and\nthat, in such event, I will be precluded from selling the Securities under Rule\n144 even if I have satisfied the one-year minimum holding period.\n\n              (f)    I further understand that in the event all of the\napplicable requirements of Rule 144 or Rule 701 are not satisfied, registration\nunder the Securities Act, compliance with Regulation A, or some other\nregistration exemption will be required; and that, notwithstanding the fact that\nRule 144 and Rule 701 are not exclusive, the Staff of the Securities and\nExchange Commission has expressed its opinion that persons proposing to sell\nprivate placement securities other than in a registered offering and otherwise\nthan pursuant to Rule 144 or Rule 701 will have a substantial burden of proof in\nestablishing that an exemption from registration is available for such offers or\nsales, and that such persons and their respective brokers who participate in\nsuch transactions do so at their own risk.\n\n                                                 Optionee:\n                                                 \n\n                                                 -------------------------------\n                                                 ((Optionee))\n\nDate:                  , 199\n       ----------------     ----\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8051],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9544],"class_list":["post-40200","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-liberate-technologies","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40200","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=40200"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40200"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40200"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40200"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}