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Stock options voting rights

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stock options voting rights

Unless voting defined herein, the terms defined in the Stock Plan shall have the same defined meanings in this Stock Option Agreement. NOTICE OF Stock OPTION GRANT. The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows: Alternatively, at the election of the Optionee, this Option may be exercised in whole or in part at any time as to Shares that have not yet vested. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully options Exercise Notice accompanied by the aggregate Exercise Price. No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to stock Shares. Optionee agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Optionee agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: This Option may not be exercised until such time as the Plan has been approved by the shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns voting the Optionee. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and voting terms of this Option. Optionee agrees to make appropriate arrangements with the Company or the Parent or Subsidiary employing or retaining Optionee for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Optionee acknowledges and agrees that the Company may refuse stock honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. This Agreement is governed by the internal substantive laws but not the choice of law rules of Texas. No Guarantee of Continued Service. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of voting prior to executing this Option and fully understands all provisions of the Voting. Optionee hereby agrees to accept as binding. Optionee further agrees to notify the Company upon any change in the residence address indicated below. IN WITNESS WHEREOF, the undersigned have executed this Rights Option Agreement as of the date written below. Capital of Texas Hwy, Suite Optionee herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. Until the issuance of the Shares as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Stockno right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised in accordance with the Option Agreement. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith. Payment of the Purchase Price shall be made, at the option of the Company or its assignee sin cash by checkby cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company or, in the case of repurchase by an assignee, to the assigneeor by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with. Restrictive Legends and Stop-Transfer Orders. Optionee understands and agrees that the Company shall cause voting legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate s evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Optionee or by the Company forthwith to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties. This Exercise Notice is governed by the internal substantive laws, but not stock choice of law rules, of Texas. The Plan and Option Agreement options incorporated herein by reference. In connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the Company the following: Optionee further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee understands that the certificate evidencing the Securities will be imprinted with any legend required under applicable state securities laws. In the event the Company becomes subject to the reporting requirements. Optionee understands that no assurances can be given that any such other registration exemption voting be available in such event. Unless otherwise defined herein, the terms stock in the Stock Plan shall rights the same defined meanings in this Agreement. Upon delivery of such notice and payment of the aggregate repurchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and the rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. Transferability of the Shares; Escrow. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Any transferee shall hold such Shares subject to all. Ownership, Voting Rights, Duties. This Agreement shall not affect in any way the ownership, voting rights or other rights or duties of Rights, except as specifically provided herein. The share certificate evidencing the Shares issued hereunder shall be endorsed with the following legend in addition to any legend required under applicable federal and state securities laws: Adjustment for Stock Split. Notices required hereunder shall be given in person or by registered mail to the address of Purchaser shown on the records of the Company, and to the Company at their respective principal executive offices. This Agreement shall apply stock and bind Purchaser and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors. Purchaser has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Purchaser understands that he and not the Company shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of Options. Purchaser represents that he has read this Agreement and is familiar voting its terms and provisions. Purchaser hereby agrees to accept as binding, conclusive and final all decisions or rights of the Board upon any questions arising under this Agreement. IN WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth above. FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto Bazaarvoice, Inc. Please do not fill in any blanks other than the signature line. As Escrow Agent for both Bazaarvoice, Inc. Purchaser and the Company hereby irrevocably authorize and rights you to close the transaction contemplated by such notice in accordance with the terms of said notice. Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you shall deliver options of the same to Purchaser and shall be discharged of all further obligations hereunder. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys options be conclusive evidence of such good faith. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees stock any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, options or corporation by reason of such rights, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. You shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions or any documents deposited with you. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. If you reasonably require other or further instruments in connection options these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. By signing these Joint Escrow Instructions, you become a party hereto only for the options of said Joint Escrow Instructions; you do not become a party to the Agreement. This instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. These Joint Escrow Instructions shall be governed by the internal substantive laws, but not the choice of law rules, of Texas. ELECTION UNDER SECTION 83 b. OF THE Rights REVENUE CODE OF The name, address, taxpayer identification number and taxable year of the undersigned are as follows: The property with respect to rights the election is made is described as follows: The date on which the property was transferred is: The property is subject to the following restrictions: The Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction of certain conditions contained in such agreement. The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: The amount if any paid for such property is: The transferee of such property is the person performing the services in connection with the transfer of said property. The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner. The undersigned spouse of taxpayer joins in this election. Exercise Price per Share: Total Number of Shares Granted: Tenth Anniversary of Date of Grant.

Negotiate the Right Stock Option Offer (For Startup Employees)

Negotiate the Right Stock Option Offer (For Startup Employees) stock options voting rights

3 thoughts on “Stock options voting rights”

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  2. allanete says:

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  3. actions says:

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