Attached files
file | filename |
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EXCEL - IDEA: XBRL DOCUMENT - DIGI INTERNATIONAL INC | Financial_Report.xls |
10-K - FORM 10-K - DIGI INTERNATIONAL INC | c25037e10vk.htm |
EX-23 - EXHIBIT 23 - DIGI INTERNATIONAL INC | c25037exv23.htm |
EX-24 - EXHIBIT 24 - DIGI INTERNATIONAL INC | c25037exv24.htm |
EX-32 - EXHIBIT 32 - DIGI INTERNATIONAL INC | c25037exv32.htm |
EX-21 - EXHIBIT 21 - DIGI INTERNATIONAL INC | c25037exv21.htm |
EX-31.(A) - EXHIBIT 31(A) - DIGI INTERNATIONAL INC | c25037exv31wxay.htm |
EX-31.(B) - EXHIBIT 31(B) - DIGI INTERNATIONAL INC | c25037exv31wxby.htm |
EXHIBIT 10(e)(ii)
Digi International Inc. | ||||||
Notice of Grant of Stock Options
|
ID: | |||||
and Option Agreement | 11001 Bren Road East | |||||
Minnetonka, MN 55343 |
[Optionee]
|
Option Number: | |
[Address]
|
Plan: [Digi International Inc. 2000 Omnibus Stock Plan] | |
[City, State, Zip]
|
ID: |
Effective [date], you have been granted a(n) Non-Qualified Stock Option to buy [number of shares]
shares of Digi International inc. (the Company) stock at $[per share exercise price] per share.
The total option price of the shares granted is $[aggregate exercise price].
Shares in each period will become fully vested on the date shown.
Shares | Vest Type | Full Vest | Expiration | |||
By your signature and the Companys signature below, you and the Company agree that these options
are granted under and governed by the terms and conditions of the Plan, as identified above, as
amended, and the Option Agreement, all of which are attached and made a part of this document.
DIGI INTERNATIONAL INC.
2000 OMNIBUS STOCK PLAN
2000 OMNIBUS STOCK PLAN
Terms and Conditions of Nonstatutory Stock Option Agreement
These are the terms and conditions applicable to the NONSTATUTORY STOCK OPTION AGREEMENT
between Digi International Inc., a Delaware corporation (the Company), and the optionee (the
Optionee) listed on the cover page hereof (the Cover Page) effective as of the date of grant.
The Cover Page together with these terms and conditions of Nonstatutory Stock Option Agreement
constitute the Nonstatutory Stock Option Agreement.
WHEREAS, the Company desires to carry out the purposes of its Digi International Inc. 2000
Omnibus Stock Plan as amended from time to time (the Plan), by affording the Optionee an
opportunity to purchase Common Stock of the Company, par value $.01 per share (the Common
Shares), according to the terms set forth herein and on the Cover Page;
NOW THEREFORE, the Company hereby grants this Option to the Optionee under the terms and
conditions as follows.
1. Grant of Option. Subject to the terms of the Plan, the Company hereby grants to the
Optionee the right and option (the Option) to purchase the number of Common Shares specified on
the Cover Page, on the terms and conditions hereinafter set forth. The Option is not intended by
the Company to be an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the Code).
2. Purchase Price. The purchase price of each of the Common Shares subject to the Option shall
be the exercise price per share specified on the Cover Page, which price has been specified in
accordance with the Plan and shall not be less than 100% of the Fair Market Value (as defined in
paragraph 2.1(l) of the Plan) of a common share as of the date of grant.
3. Option Period.
(a) Subject to the provisions of paragraphs 5(a), 5(b), 6(a) and 6(b) hereof, the Option shall
become exercisable as to the number of shares and on the dates specified in the exercise schedule
on the Cover Page. The exercise schedule shall be cumulative; thus, to the extent the Option has
not already been exercised and has not expired, terminated or been canceled, the Optionee may at
any time, and from time to time, purchase all or any portion of the Common Shares then purchasable
under the exercise schedule.
(b) The Option and all rights to purchase shares thereunder shall cease on the earliest of:
(i) the expiration date specified on the Cover Page (which date shall not be more than
ten years after the date of this Nonstatutory Stock Option Agreement);
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(ii) the expiration of the period after the termination of the Optionees employment (as
defined in paragraph 5 of the Plan) within which the Option is exercisable as specified in
paragraph 5(a) or 5(b), whichever is applicable; or
(iii) the date, if any, fixed for cancellation pursuant to paragraph 6(b) hereof.
Notwithstanding any other provision in this Nonstatutory Stock Option Agreement, in no event may
anyone exercise the Option, in whole or in part, after its original expiration date.
4. Manner of Exercising Option.
Subject to the terms and conditions of this Nonstatutory Stock Option Agreement, the Option
may be exercised online with E*Trade at www.etrade.com/stockplans or by such other means as the
Committee shall approve. In accordance with present practice, when your stock option is granted, a
letter or email will be sent to you from E*Trade with instructions on how to activate your account
with E*Trade so that you can view and exercise your stock options online. If you are a director or
officer of the Company, then you must contact E*Trade Executive Support at 1-800-775-2793 in order
to exercise your options.
5. Exercisability of Option After Termination of Employment.
(a) During the lifetime of the Optionee, the Option may be exercised only while the Optionee
is employed (as defined in paragraph 5 of the Plan) by the Company or a parent or subsidiary
thereof, and only if the Optionee has been continuously so employed since the date of this
Nonstatutory Stock Option Agreement, except that:
(i) if the Optionee is not an Outside Director (as defined in paragraph 2.1(t) of the
Plan), the Option shall continue to be exercisable for three months after termination of the
Optionees employment for any reason other than death or disability, but only to the extent
that the Option was exercisable immediately prior to the Optionees termination of
employment;
(ii) if the Optionee is not an Outside Director, in the event the Optionee is disabled
(within the meaning of Section 22(e)(3) of the Code) while employed, the Optionee or his or
her legal representative may exercise the Option (to the extent specified in paragraph 6(a)
of this Nonstatutory Stock Option Agreement) within one year after the termination of the
Optionees employment because of such disability;
(iii) if the Optionee is not an Outside Director and if the Optionee dies while
employed, or within three months after his or her termination of employment, then
(notwithstanding paragraph 5(a)(i) of this Nonstatutory Stock Option Agreement) heirs or
legatees of the Optionees estate or the person who acquired the right to exercise the Option
by bequest or inheritance may exercise the Option (to the extent specified in paragraph 6(a))
within one year after the death of the Optionee;
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(iv) if the Optionee is an Outside Director, the Option shall continue to be exercisable
after the Optionees employment ends for the remaining term of the Option, but shall be
exercisable only to the extent that the Option was exercisable immediately prior to the end
of Optionees employment, except that if the Optionees employment ends because of death or
disability, or the Optionee dies within three months of his or her employment ending, the
Option, whether or not previously exercisable, shall become exercisable to the extent
specified in paragraph 6(a) of this Nonstatutory Stock Option Agreement and shall continue to
be exercisable after the Optionees employment ends for the remaining term of the Option; and
(v) if the Optionees employment terminates after a declaration pursuant to paragraph
6(b) of this Nonstatutory Stock Option Agreement, the Optionee may exercise the Option at any
time permitted by such declaration.
If, during the term of the Option, the Optionees status changes to or from that of an Outside
Director, the provisions of this paragraph 5(a) shall be applied to the Optionee based on the
Optionees status as of the date the Option was granted.
(b) Neither the transfer of the Optionee between any combination of the Company, its parent
and any subsidiary of the Company, nor a leave of absence granted to the Optionee and approved by
the Committee, shall be deemed a termination of employment. The terms parent and subsidiary as
used herein shall have the meaning ascribed to parent corporation and subsidiary corporation,
respectively, in Sections 424(e) and (f) (or successor provisions) of the Code.
6. Acceleration of Option.
(a) Disability or Death. If paragraph 5(a)(ii), 5(a)(iii) or the exception clause of
paragraph 5(a)(iv) of this Nonstatutory Stock Option Agreement is applicable, the Option, whether
or not previously exercisable, shall become immediately exercisable in full if the Optionee shall
have been employed continuously by the Company or a parent or subsidiary thereof between the date
the Option was granted and the date of such disability or, in the event of death, a date not more
than three months prior to such death.
(b) Dissolution, Liquidation, Merger. In the event of (i) a proposed merger or
consolidation of the Company with or into any other corporation, regardless of whether the Company
is the surviving corporation, unless appropriate provision shall have been made for the protection
of the Option by the substitution, in lieu of the Option, of an option to purchase appropriate
voting common stock (the Survivors Stock) of the corporation surviving any such merger or
consolidation or, if appropriate, the parent corporation of the Company or such surviving
corporation, or, alternatively, by the delivery of a number of shares of the Survivors Stock which
has a Fair Market Value as of the effective date of such merger or consolidation equal to the
product of (A) the excess of (x) the Event Proceeds per Common Share (as hereinafter defined)
covered by the Option as of such effective date, over (y) the Option exercise price per Common
Share, times (B) the number of Common Shares covered by the Option, or (ii) the proposed
dissolution or
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liquidation of the Company (such merger, consolidation, dissolution or liquidation being herein called an Event), the Committee shall declare, at least ten days
prior to the actual effective date of an Event, and provide written notice to the Optionee of the
declaration, that the Option, whether or not then exercisable, shall be canceled at the time of, or
immediately prior to the occurrence of, the Event (unless it shall have been exercised prior to the
occurrence of the Event) in exchange for payment to the Optionee, within ten days after the Event,
of cash equal to the amount (if any), for each Common Share covered by the canceled Option, by
which the Event Proceeds per Common Share (as hereinafter defined) exceeds the exercise price per
Common Share covered by the Option. At the time of the declaration provided for in the immediately
preceding sentence, the Option shall immediately become exercisable in full and the Optionee shall
have the right, during the period preceding the time of cancellation of the Option, to exercise the
Option as to all or any part of the Common Shares covered thereby. The Option, to the extent it
shall not have been exercised prior to the Event, shall be canceled at the time of, or immediately
prior to, the Event, as provided in the declaration, and this Plan shall terminate at the time of
such cancellation, subject to the payment obligations of the Company provided in this paragraph
6(b). For purposes of this paragraph, Event Proceeds per Common Share shall mean the cash plus
the fair market value, as determined in good faith by the Committee, of the non-cash consideration
to be received per Common Share by the stockholders of the Company upon the occurrence of the
Event.
7. Limitation on Transfer. During the lifetime of the Optionee, only the Optionee or his or
her guardian or legal representative may exercise the Option. The Optionee shall not assign or
transfer the Option otherwise than by will or the laws of descent and distribution, and the Option
shall not be subject to pledge, hypothecation, execution, attachment or similar process. Any
attempt to assign, transfer, pledge, hypothecate or otherwise dispose of the Option contrary to the
provisions hereof, and the levy of any attachment or similar process upon the Option, shall be null
and void.
8. Stockholder Rights Before Exercise. The Optionee shall have none of the rights of a
stockholder of the Company with respect to any share subject to the Option until the share is
actually issued to him or her upon exercise of the Option.
9. Adjustment For Changes in Capitalization. The Option is subject to adjustment for changes
in capitalization as provided in paragraph 16 of the Plan.
10. Tax Withholding. The parties hereto recognize that the Company or a parent or subsidiary
thereof may be obligated to withhold federal and state income taxes and social security or other
taxes upon the Optionees exercise of the Option. The Optionee agrees that, at the time he or she
exercises the Option, if the Company or a parent or subsidiary thereof is required to withhold such
taxes, he or she will promptly pay in cash upon demand to the Company, or the parent or subsidiary
having such obligation, such amounts as shall be necessary to satisfy such obligation; provided,
however, that in lieu of all or any part of such a cash payment, the Committee may, but shall not
be required to, (or, in the case of an Optionee who is an Outside Director (as defined in the
Plan), the Committee shall) permit the Optionee to elect to cover all or any part of the required
withholdings through a reduction of the number of Common Shares delivered to the Optionee or
through a subsequent return to the Company of shares delivered to the Optionee.
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11. Interpretation of this Nonstatutory Stock Option Agreement. All decisions and
interpretations made by the Committee with regard to any question arising hereunder or under the
Plan shall be binding and conclusive upon the Company and the Optionee. In the event that there is
any inconsistency between the provisions of this Nonstatutory Stock Option Agreement and the Plan,
the provisions of the Plan shall govern.
12. Discontinuance of Employment. This Nonstatutory Stock Option Agreement shall not give the
Optionee a right to continued employment with the Company or any parent or subsidiary thereof, and
the Company or any such parent or subsidiary thereof employing the Optionee may terminate his or
her employment and otherwise deal with the Optionee without regard to the effect it may have upon
him or her under this Nonstatutory Stock Option Agreement.
13. General. The Company shall at all times during the term of this Option reserve and keep
available such number of Common Shares as will be sufficient to satisfy the requirements of this
Nonstatutory Stock Option Agreement. This Nonstatutory Stock Option Agreement shall be binding in
all respects on the Optionees heirs, representatives, successors and assigns. This Nonstatutory
Stock Option Agreement is entered into under the laws of the State of Minnesota and shall be
construed and interpreted thereunder.
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Certain of the options may include an addendum regarding acceleration of vesting upon a change in
control, which reads substantially similar to one of the following two Addendums:
control, which reads substantially similar to one of the following two Addendums:
DIGI INTERNATIONAL INC.
2000 OMNIBUS STOCK PLAN
2000 OMNIBUS STOCK PLAN
Addendum I
to
Terms and Conditions of Nonstatutory Stock Option Agreement
to
Terms and Conditions of Nonstatutory Stock Option Agreement
Paragraph 6, entitled Acceleration of Option, is amended to add new subparagraph (c) which
provides as follows:
(c) Change in Control. The Option, whether or not previously exercisable, shall
become immediately exercisable in full upon the occurrence of any Change in Control. A Change
in Control shall be deemed to have occurred upon the occurrence of either of the following events:
(i) any person, as defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act
of 1934 (the Exchange Act), becomes the beneficial owner (as defined in Rule 13d-3
promulgated pursuant to the Exchange Act), directly or indirectly, of securities of the Company
having 25% or more of the voting power in the election of directors of the Company, excluding,
however, Optionee (or a group of persons, including Optionee, acting in concert); or
(ii) the occurrence within any period, commencing immediately after an Annual Meeting of
Stockholders and continuing to and including the Annual Meeting of Stockholders occurring on or
about the third anniversary date of the commencement of such period, of a change in the Board of
Directors of the Company with the result that the Incumbent Members (as defined below) do not
constitute a majority of the Companys Board of Directors. The term Incumbent Members shall
mean the members of the Board on the date of the commencement of such period, provided that any
person becoming a director during such period whose election or nomination for election was
approved by a majority of the directors who, on the date of such election or nomination for
election, comprised the Incumbent Members shall be considered one of the Incumbent Members in
respect of such period.
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DIGI INTERNATIONAL INC.
2000 OMNIBUS STOCK PLAN
2000 OMNIBUS STOCK PLAN
Addendum IA
to
Terms and Conditions of Nonstatutory Stock Option Agreement
to
Terms and Conditions of Nonstatutory Stock Option Agreement
Paragraph 6, entitled Acceleration of Option, is amended to add new subparagraph (c) which
provides as follows:
(c) Change in Control and Employment Termination Event. The Option, whether or not
previously exercisable, shall become immediately exercisable in full upon the occurrence of any
Change in Control which occurs contemporaneously with, or is followed within 12 months of the
Change of Control by, an Employment Termination Event.
A Change in Control shall be deemed to have occurred upon the occurrence of either of the
following events:
(i) any person, as defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of
1934 (the Exchange Act), becomes the beneficial owner (as defined in Rule 13d-3 promulgated
pursuant to the Exchange Act), directly or indirectly, of securities of the Company having 25% or
more of the voting power in the election of directors of the Company, excluding, however, Optionee
(or a group of persons, including Optionee, acting in concert); or
(ii) the occurrence within any period, commencing immediately after an Annual Meeting of
Stockholders and continuing to and including the Annual Meeting of Stockholders occurring on or
about the third anniversary date of the commencement of such period, of a change in the Board of
Directors of the Company with the result that the Incumbent Members (as defined below) do not
constitute a majority of the Companys Board of Directors. The term Incumbent Members shall mean
the members of the Board on the date of the commencement of such period, provided that any person
becoming a director during such period whose election or nomination for election was approved by a
majority of the directors who, on the date of such election or nomination for election, comprised
the Incumbent Members shall be considered one of the Incumbent Members in respect of such period.
An Employment Termination Event shall be deemed to have occurred upon either:
(i) the involuntary termination of Optionees employment, for reasons other than Cause, or
(ii)the voluntary termination of the Optionees employment for Good Reason.
For purposes of this subparagraph (c), Cause shall mean only the following:
For purposes of this subparagraph (c), Cause shall mean only the following:
(i) | indictment or conviction of, or a plea of nolo contendere to, (A) any felony (other than any felony arising out of negligence), or any misdemeanor involving moral turpitude with respect to the Company, or (B) any crime or offense involving dishonesty with respect to the Company; |
(ii) | theft or embezzlement of Company property or commission of similar acts involving dishonesty or moral turpitude; |
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(iii) | repeated material negligence in the performance of Optionees duties after the Optionee has received written notice of the same; |
(iv) | Optionees failure to devote substantially all of his working time and efforts during normal business hours to the Companys business; | ||
(v) | knowing engagement in conduct which is materially injurious to the Company; or |
(vi) | knowingly providing materially misleading information concerning the Company to the Companys Board of Directors, any governmental body or regulatory agency or to any lender or other financing source or proposed financing source of the Company. |
For purposes of this subparagraph (c), Good Reason shall mean only the following:
(i) | the failure of the Company to pay any material amount due to Optionee under a prevailing Employment Agreement; |
(ii) | a meaningful diminution, without Cause, as defined above, in the responsibilities or job functions of the Optionee unless approved by the Participant; |
(iii) | a material reduction in total compensation potential as defined by annual base salary and cash compensation targets; or |
(iv) | the relocation of Optionee to an office location greater than 50 miles from his/her office location at the time of a Change in Control. |
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