<PAGE>
EXHIBIT 10.32
COMPOSITE COPY INCLUDING THE
FIRST, SECOND, THIRD, FOURTH AND
FIFTH AMENDMENT, EFFECTIVE APRIL 30, 1999
HARBINGER CORPORATION
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
FOR NONEMPLOYEE DIRECTORS
SECTION 1. PURPOSE. The purpose of the Amended and Restated 1993 Stock
Option Plan for Nonemployee Directors (the "Plan") of Harbinger Corporation (the
"Company") is to promote the interests of the Company and its shareholders by
strengthening the Company's ability to attract and retain the services of
experienced and knowledgeable nonemployee directors by encouraging such
directors to acquire an increased proprietary interest in the Company.
SECTION 2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as
provided in Section 6, the total number of shares of $.0001 par value common
stock (the "Common Stock") of the Company for which options may be granted under
the Plan (the "Shares") shall be 350,000 less the number of Shares of Common
Stock issuable pursuant to options granted under the Restated 1992 Stock Option
Plan for Nonemployee Directors. The Shares shall be shares currently authorized
but unissued or currently held or subsequently acquired by the Company as
treasury shares, including shares purchased in the open market or in private
transactions. If any option granted under the Plan expires or terminates for any
reason without having been exercised in full, the Shares subject to, but not
delivered under, such option may become available for the grant of other options
under the Plan.
SECTION 3. PARTICIPATION IN THE PLAN. Each member (a "Director") of the
Company's Board of Directors (the "Board") or the Board of Directors of any
subsidiary who is not otherwise an employee or officer of the Company or any
subsidiary of the Company shall be eligible to participate in the Plan (an
"Eligible Director"); provided, however, that as long as Westinghouse
Communications, Inc. or its permitted assigns is entitled to designate one or
more members of the Board of Directors, any director so designated shall not be
eligible to participate in the Plan. For purposes of this Plan, the term
"subsidiary" means any corporation, fifty percent (50%) or more of the voting
stock of which is owned by the Company or by a subsidiary (as so defined) of the
Company. An Eligible Director to whom an option is granted is sometimes referred
to as an Optionee.
SECTION 4. NONQUALIFIED STOCK OPTIONS. All options granted under the
Plan shall be nonqualified options not intended to qualify under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
SECTION 5. OPTION TERMS. Each option granted to an Eligible
Director under the Plan and the issuance of Shares thereunder shall be subject
to the terms of this Section 5:
5.1 OPTION AGREEMENTS. Each option granted under the Plan shall
be evidenced by a Stock Option Agreement and Option Grant in the form
attached hereto as Exhibit "A" (an "Option Agreement") duly executed on
behalf of the Company and by the Eligible Director to whom such option is
granted and dated as of the applicable date of grant. Each Option Agreement
shall be signed on behalf of the Company by an officer or officers delegated
such authority by the Board using either manual or facsimile signature. Each
Option Agreement shall comply with and be subject to the terms and conditions
of the Plan. Any Option Agreement may contain such other terms, provisions
and conditions not inconsistent with the Plan as may be determined by the
Board.
<PAGE>
5.2 OPTION GRANT SIZE AND GRANT DATES.
5.2.1 ANNUAL GRANTS. An option to purchase 15,000 Shares of
Common Stock (as adjusted pursuant to Section 6) shall automatically be granted
to each Eligible Director on the date of, and at a time which shall be
immediately following, the Annual Meeting at which this Plan is approved by the
stockholders of the Company (an "Annual Grant"). Subsequent Options, each for
15,000 Shares of Common Stock (as adjusted pursuant to Section 6), shall be
granted to each Eligible Director on the date of, and at a time which shall be
immediately following, every succeeding Annual Meeting of the stockholders (also
an "Annual Grant"). For purposes of this Plan, "Annual Meeting" means the annual
meeting of the Company's stockholders as described in the Company's Bylaws and
as determined by the Chief Executive Officer of the Company. Subsequent options
shall automatically be granted hereunder at each Annual Meeting until the Shares
available for grant hereunder shall no longer be sufficient to grant each
Eligible Director an option for the number of Shares determined according to
this Section 5.2.1, at which time the Shares remaining available for grant shall
be allocated proportionately among the Eligible Directors entitled to the next
following Annual Grant. Eligible Directors shall not be entitled to any payment
of cash hereunder in lieu of receiving options.
5.2.2 INTERIM GRANTS. Each Eligible Director who is first
appointed or elected to the Board and attends a regular quarterly meeting of the
Board which occurs at a time other than at an Annual Meeting shall be granted an
option ("Interim Grant") to purchase a number of Shares of Common Stock equal to
the product of (a) 15,000 (as adjusted pursuant to Section 6) and (b) a
fraction, the numerator of which shall be the number of regular quarterly
directors' meetings expected by the Chief Executive Officer of the Company to
occur between the date that such Eligible Director is appointed or elected to
the Board and the first Annual Meeting following such appointment or election,
and the denominator of which is four. Annual Meetings and regular quarterly
Directors' meetings shall be scheduled according to the Company's Bylaws,
applicable law, and Company policy and shall be designated by the Chief
Executive Officer of the Company.
5.3 OPTION EXERCISE PRICE. The option exercise price per share
for an Annual or Interim Grant shall be the Fair Market Value (as hereinafter
defined) on the date of grant. Such "Fair Market Value" shall be determined
by the Board on the basis of the reported closing sales price on such date
or, in the absence of a reported closing sales price on such date, on the
basis of the average of reported closing bid and asked prices on such date.
In the absence of either a reported closing sales price or reported bid and
asked prices, the Board shall determine such market value on the basis of the
best available evidence.
5.4 VESTING; EXERCISABILITY. Each option shall be fully vested
and exercisable on its grant date. Such vesting shall be uniform for all
Eligible Directors under the Plan and is more fully set out in Section 2 of
the Option Agreement.
5.5 TIME AND MANNER OF OPTION EXERCISE. Any vested and
exercisable option is exercisable in whole or in part (in whole Shares and in
lots of not less than one hundred (100) Shares) at any time or from time to
time during the period the option, by its terms, may be exercised by giving
written notice, signed by the person exercising the option, to the Company
stating the number of Shares with respect to which the option is being
exercised, accompanied by payment in full of the option exercise price for
the number of Shares to be purchased. The date both such notice and payment
are received by the office of the Secretary of the Company shall be the date
of exercise of the stock option as to such number of Shares. No option may at
any time be exercised with respect to a fractional share.
5.6 PAYMENT OF EXERCISE PRICE. Payment of the option exercise
price may be in cash or by bank-certified, cashier's, or personal check.
<PAGE>
5.7 TERM OF OPTIONS. Each option granted under the Plan shall
set forth a termination date thereof, which date shall be not later than
seven (7) years from the date such option is granted. In any event, all
options shall terminate and expire upon the first to occur of the following
events:
(a) the expiration of (I) thirty (30) days from the date of an
Optionee's termination of service as a Director of the Company or any
of its subsidiaries; or, (ii) if an Optionee is disabled (within the
meaning of Section 22(e)(3) of the Code), the expiration of one (1)
year from the date of such Optionee's termination of service as a
Director; or
(b) the termination of the option pursuant to Section 6
hereof.
The termination of service as a Director by an Optionee by death or
otherwise shall not accelerate or otherwise affect the number of Shares with
respect to which an option may be exercised, and such option may only be
exercised with respect to that number of Shares which could have been
purchased under the option had the option been exercised by the Optionee the
date of such termination. Exercise of a deceased Optionee's options that have
not terminated shall be by the estate of such Optionee or by a person or
persons whom the Optionee has designated in writing filed with the Company
or, if no such designation has been made, by the person or persons to whom
the Optionee's rights have passed by will or by the laws of descent and
distribution.
5.8 TRANSFERABILITY. The right of any Optionee to exercise an
option granted under the Plan shall, during the lifetime of such Optionee, be
exercisable only by such Optionee or by a person who obtained such option
pursuant to a qualified domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act, as amended, and the
rules thereunder (a "QDRO"), and shall not be assignable or transferable by
such Optionee other than by will or the laws of descent and distribution or a
QDRO unless otherwise determined by the Board.
5.9 LIMITATION OF RIGHTS.
5.9.1 LIMITATION AS TO SHARES. Neither the recipient of an
option under the Plan nor an Optionee's successor or successors in interest
shall have any rights as a shareholder of the Company with respect to any Shares
subject to an option granted to such person until the date of issuance of a
stock certificate for such Shares.
5.9.2 LIMITATION AS TO DIRECTORSHIP. Neither the Plan, nor
the granting of an option, nor any other action taken pursuant to the Plan
shall constitute or be evidence of any agreement or understanding, express or
implied, that an Eligible Director has a right to continue as a Director for
any period of time or at any particular rate of compensation.
5.10 REGULATORY APPROVAL AND COMPLIANCE. The Company shall not
be required to issue any certificate or certificates for Shares upon the
exercise of an option granted under the Plan or to record as a holder of
record of Shares the name of the individual exercising an option under the
Plan, without obtaining to the complete satisfaction of the Board the
approval of all regulatory bodies deemed necessary by the Board and without
complying, to the Board's complete satisfaction, with all rules and
regulations under federal, state, or local law deemed applicable by the Board.
<PAGE>
SECTION 6. STOCK ADJUSTMENTS; MERGERS. If the Shares of Common Stock
outstanding are increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
any other corporation by reason of any merger, sale of stock, consolidation,
liquidation, recapitalization, reclassification, stock split, combination of
shares, or stock dividend, then the total number of Shares set forth in
Section 2 shall be proportionately and appropriately adjusted by the Board,
but only to the extent necessary to reflect changes in outstanding options.
If the Company continues in existence, the number and kind of shares that are
subject to any option and the option price per share shall be proportionately
and appropriately adjusted without any change in the aggregate price to be
paid therefor upon exercise of the option. If the Company will not remain in
existence or substantially all of its Common Stock will be purchased by a
single purchaser or group of purchasers acting together, then the Board may
(i) declare that all options shall terminate thirty (30) days after the Board
gives written notice to all Optionees of their immediate right to exercise
all options then outstanding and vested pursuant to the vesting provisions of
said options and of Section 5.4 of the Plan, or (ii) notify all Optionees
that all options granted under the Plan shall apply with appropriate
adjustments as determined by the Board to the securities of the successor
corporation to which holders of the numbers of Shares subject to such options
would have been entitled, or (iii) some combination of aspects of (i) and
(ii). The determination by the Board as to the terms of any adjustments shall
be conclusive and binding. Any fractional shares resulting from any of the
foregoing adjustments under this Section shall be disregarded and eliminated.
SECTION 7. EXPENSES OF THE PLAN. All costs and expenses of the
adoption and administration of the Plan shall be borne by the Company, and
none of such expenses shall be charged to any Optionee.
SECTION 8. EFFECTIVE DATE AND DURATION OF THE PLAN. The Plan shall
be effective as of April 30, 1993, subject to approval by the Company's Board
of Directors. The Plan shall continue in effect until April 29, 2003, unless
sooner terminated by action of the Board or the Company's shareholders, but
such termination shall not affect the terms of any then-outstanding options.
SECTION 9. TERMINATION AND AMENDMENT OF THE PLAN. The Board may
amend, terminate or suspend the Plan at any time, in its sole and absolute
discretion; provided, however, that if required to qualify the Plan under
Rule 16b-3 promulgated under Section 16 of the Exchange Act, no amendment
shall be made more than once every six months that would change the amount,
price or timing of the Annual and Interim Grants, other than to comport with
changes in the Code, or the rules and regulations promulgated thereunder; and
provided, further, that if required to qualify the Plan under Rule 16b-3
promulgated under Section 16 of the Exchange Act, no amendment that would (a)
materially increase the number of Shares that may be issued under the Plan,
(b) materially modify the requirements as to eligibility for participation in
the Plan, or (c) otherwise materially increase the benefits accruing to
participants under the Plan, shall be made without the approval of the
Company's shareholders.
SECTION 10. INTERPRETATION. This Plan has been prepared with the
intent that participation in the Plan by Eligible Directors will enable such
persons to be classified as "disinterested persons" under Rule 16b-3
promulgated under Section 16 of the Securities and Exchange Act of 1934, as
amended and its provisions shall be construed to fulfill that purpose.
<PAGE>
SECTION 11. WITHHOLDING. The exercise or surrender of any option
granted under this Plan shall constitute Optionee's full and complete consent
to whatever action the Board directs to satisfy the federal and state tax
withholding requirements, if any, which the Board in its discretion deems
applicable to such exercise or surrender. In addition to and at the time of
payment of the option price, Optionee shall pay to the Company in cash the
full amount of any federal, state and local income, employment or other taxes
required to be withheld from the income of such Optionee as a result of such
exercise. Notwithstanding the above, in the discretion of the Board, any
Option Agreement may provide that all or any portion of such tax obligations,
together with additional taxes not exceeding the actual additional taxes to
be owed by Optionee as a result of such exercise, may, upon the irrevocable
election of Optionee, be paid by tendering to the Company whole Shares of
Common Stock duly endorsed for transfer and owned by Optionee, or by
authorizing the Company to withhold Shares of Common Stock otherwise issuable
upon exercise of the option. Payment of the tax amount by tender or
withholding shall be made by tender or withholding of that number of Shares
having a Fair Market Value on the date of exercise equal to the amount of
such taxes thereby being paid. In all cases, payment of the tax amount by
tender or withholding shall be subject to such restrictions as the Board may
from time to time determine, including any such restrictions as may be
necessary or appropriate to satisfy the conditions of the exemption set forth
in Rule 16b-3 under the Exchange Act.
<PAGE>
HARBINGER CORPORATION
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
FOR NONEMPLOYEE DIRECTORS
EXHIBIT "A"
STOCK OPTION AGREEMENT AND OPTION GRANT
[SEE ATTACHED]
<PAGE>
EXHIBIT A
STOCK OPTION AGREEMENT
AND
OPTION GRANT
HARBINGER CORPORATION
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
FOR NONEMPLOYEE DIRECTORS
THIS STOCK OPTION AGREEMENT (the "Option Agreement") is made and
entered into as of the date set forth below, by and between HARBINGER
CORPORATION (hereinafter called the "Company"), a corporation organized and
existing under the laws of the State of Georgia, and the undersigned, an
individual resident of the state designated below (hereinafter called
"Optionee").
The Company has adopted the "Harbinger Corporation Amended and
Restated 1993 Stock Option Plan for Nonemployee Directors" (the "Plan"). The
Plan was amended on April 30, 1999 to provide for immediate vesting of
option. This Option Agreement is being made pursuant to the Plan and
capitalized terms used herein shall have the same meanings as those terms
have in the Plan unless the context in which these terms are used herein
requires otherwise or the terms are otherwise defined herein. The date of the
grant of the option under this Option Agreement is as of the date specified
below (the "Option Date").
1. GRANT OF OPTION. The Company hereby grants to Optionee an option to
purchase the number of shares of $.0001 par value Common Stock of the Company
(the "Shares") designated below ("Option Shares"). Any portion of the option not
exercised by Optionee as provided herein will expire on the seventh anniversary
of the Option Date unless sooner terminated as provided herein. The stock issued
on the exercise of this option, when paid for as herein provided, will be fully
paid and nonassessable.
2. EXERCISE OF OPTION. This option is fully vested and may be exercised
only during the period beginning on the Option Date and ending on the seventh
anniversary date hereof (the "Term") described below.
The terms contained in the Plan are incorporated into and made a part
of this Option Agreement, and this Option Agreement shall be governed by and
construed in accordance with the Plan. A "regular quarterly meeting" shall refer
to a regular meeting (including an Annual Meeting or a special meeting held in
lieu of a regular meeting) of the Board held on a quarterly basis, as determined
by the Chief Executive Officer of the Company.
Each exercise of the option shall be by written notice in the form of
an exercise agreement provided by the Board to the President or principal
financial officer of the Company at its principal place of business, accompanied
by payment in cash, by bank-certified, cashier's or personal check in the amount
of the purchase price for the number of the Shares purchased. The date of each
exercise of this option shall be the date upon which the notice is received by
the appropriate officer.
The Company shall not be obligated to sell or issue any Shares pursuant
to the option unless the issuance of such Shares is at that time effectively
registered or exempt from registration under the Securities Act of 1933, as
amended, and any other applicable securities laws. In connection therewith, the
Company may require from Optionee at the time of exercise reasonable
representations and warranties with respect to the investment intent of Optionee
and Optionee's status as an investor in the Shares in order to qualify for
exemptions from registration under state or federal securities laws.
<PAGE>
Within a reasonable time after receipt of the notice of exercise, the
Company will take steps to ascertain compliance with this Option Agreement. The
Company shall then cause certificates representing the Shares for the option
exercised to be delivered as soon as reasonably possible, provided, however,
that if any law, regulation, or agreement requires the Company to take action
with respect to the Shares purchased prior to issuance, the date of issuance of
the Shares shall be extended for the period necessary to take such action and
comply with such law, regulation or agreement.
3. ADMINISTRATION. This Agreement shall be administered, construed and
interpreted by the Board with reference to the terms, conditions, and
interpretive provisions of the Plan.
4. PURCHASE PRICE. The purchase price per Option Share shall be as
designated below ("Exercise Price"), which is equal to or greater than 100% of
the fair market value of a share of Common Stock as of the Option Date.
5. TERMINATION OF SERVICE OR DEATH. In the event Optionee, during his
or her life, ceases to be an Eligible Director for any reason, any unexercised
portion of the option shall terminate one (1) year after termination of
Optionee's status as an Eligible Director due to disability (within the meaning
of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) and thirty
(30) days after the termination of Optionee's status as an Eligible Director for
any other reason, but in no event after the expiration of the term of the
option.
In the event of the death of Optionee while Optionee is an Eligible
Director, but before the expiration of this option, the personal
representatives, heirs or legatees of Optionee may exercise the option held by
Optionee on the date of Optionee's death. The personal representatives, heirs or
legatees must exercise any such option within thirty (30) days after the date of
the death of Optionee and in any event prior to the date of expiration of the
option, and such exercise otherwise shall be subject to the terms and conditions
of this Option Agreement and the Plan.
6. NO RIGHTS IN OPTION SHARES. Optionee shall have no rights as a
shareholder in respect of Shares covered by this Option Agreement until the date
of issuance of the Shares to him or her and only after the Shares are fully
paid. Optionee shall have no rights with respect to such Shares not expressly
conferred by this Option Agreement.
7. NONASSIGNABILITY. This option shall not be encumbered or transferred
in whole or in part except by will or the laws of descent and distribution, and
is exercisable during the lifetime of Optionee only by him or her, except as
expressly permitted by the Board.
<PAGE>
In consideration for the grant of this option, Optionee promises to use
his or her best efforts in furtherance of the Company's business and prospects
and in the exercise of his or her duties as a member of the Board of Directors
of the Company.
IN WITNESS WHEREOF, the parties hereunto have set their hands and seals
as of the Option Date set forth below.
Option Date: HARBINGER CORPORATION
-----------------------
Option Shares:
----------------------- By:
Exercise Price: ------------------------------------
----------------------- Title:
Check One: Annual Grant ---------------------------------
----------
Interim Grant
----------
OPTIONEE
Address:
------------------------------
------------------------------
------------------------------
State of Residence:
-------------------
<PAGE>
HARBINGER CORPORATION
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
FOR NONEMPLOYEE DIRECTORS
EXHIBIT "B"
STOCK OPTION AGREEMENT AND OPTION GRANT
[SEE ATTACHED]
<PAGE>
EXHIBIT B
STOCK OPTION AGREEMENT
AND
OPTION GRANT
HARBINGER CORPORATION
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
FOR (DUTCH) NONEMPLOYEE DIRECTORS
THIS STOCK OPTION AGREEMENT (the "Option Agreement") is made and
entered into as of the date set forth below, by and between HARBINGER
CORPORATION (hereinafter called the "Company"), a corporation organized and
existing under the laws of the State of Georgia, and the undersigned, an
individual resident of the state designated below (hereinafter called
"Optionee").
The Company has adopted the Harbinger Corporation Amended and Restated
1993 Stock Option Plan for Nonemployee Directors (the "Plan"). The Plan was
amended on April 30, 1999 to provide for immediate vesting of options. This
Option Agreement is being made pursuant to the Plan and capitalized terms used
herein shall have the same meanings as those terms have in the Plan unless the
context in which these terms are used herein requires otherwise or the terms are
otherwise defined herein. The date of the grant of the option under this Option
Agreement is as of the date specified below (the "Option Date").
1. GRANT OF OPTION. The Company hereby grants to Optionee an option to
purchase the number of shares of $.0001 par value Common Stock of the Company
(the "Shares") designated below ("Option Shares"). Any portion of the option not
exercised by Optionee as provided herein will expire on the day prior to the
fifth anniversary of the Option Date unless sooner terminated as provided
herein. The stock issued on the exercise of this option, when paid for as herein
provided, will be fully paid and nonassessable.
2. EXERCISE OF OPTION. This option is fully vested and may be exercised
only during the period beginning on the Option Date and ending on the day prior
to the fifth anniversary date hereof (the "Term") described below.
The terms contained in the Plan are incorporated into and made a part
of this Option Agreement, and this Option Agreement shall be governed by and
construed in accordance with the Plan. A "regular quarterly meeting" shall refer
to a regular meeting (including an Annual Meeting or a special meeting held in
lieu of a regular meeting) of the Board held on a quarterly basis, as determined
by the Chief Executive Officer of the Company.
Each exercise of the option shall be by written notice in the form of
an exercise agreement provided by the Board to the President or principal
financial officer of the Company at its principal place of business, accompanied
by payment in cash, by bank-certified, cashier's or personal check in the amount
of the purchase price for the number of the Shares purchased. The date of each
exercise of this option shall be the date upon which the notice is received by
the appropriate officer.
<PAGE>
The Company shall not be obligated to sell or issue any Shares pursuant
to the option unless the issuance of such Shares is at that time effectively
registered or exempt from registration under the Securities Act of 1933, as
amended, and any other applicable securities laws. In connection therewith, the
Company may require from Optionee at the time of exercise reasonable
representations and warranties with respect to the investment intent of Optionee
and Optionee's status as an investor in the Shares in order to qualify for
exemptions from registration under state or federal securities laws.
Within a reasonable time after receipt of the notice of exercise, the
Company will take steps to ascertain compliance with this Option Agreement. The
Company shall then cause certificates representing the Shares for the option
exercised to be delivered as soon as reasonably possible, provided, however,
that if any law, regulation, or agreement requires the Company to take action
with respect to the Shares purchased prior to issuance, the date of issuance of
the Shares shall be extended for the period necessary to take such action and
comply with such law, regulation or agreement.
3. ADMINISTRATION. This Agreement shall be administered, construed and
interpreted by the Board with reference to the terms, conditions, and
interpretive provisions of the Plan.
4. PURCHASE PRICE. The purchase price per Option Share shall be as
designated below ("Exercise Price"), which is equal to or greater than 100% of
the fair market value of a share of Common Stock as of the Option Date.
5. TERMINATION OF SERVICE OR DEATH. In the event Optionee, during his
or her life, ceases to be an Eligible Director for any reason, any unexercised
portion of the option shall terminate one (1) year after termination of
Optionee's status as an Eligible Director due to disability (within the meaning
of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) and thirty
(30) days after the termination of Optionee's status as an Eligible Director for
any other reason, but in no event after the expiration of the term of the
option.
In the event of the death of Optionee while Optionee is an Eligible
Director, but before the expiration of this option, the personal
representatives, heirs or legatees of Optionee may exercise the option held by
Optionee. The personal representatives, heirs or legatees must exercise any such
option within thirty (30) days after the date of the death of Optionee and in
any event prior to the date of expiration of the option, and such exercise
otherwise shall be subject to the terms and conditions of this Option Agreement
and the Plan. 6. NO RIGHTS IN OPTION SHARES. Optionee shall have no rights as a
shareholder in respect of Shares covered by this Option Agreement until the date
of issuance of the Shares to him or her and only after the Shares are fully
paid. Optionee shall have no rights with respect to such Shares not expressly
conferred by this Option Agreement.
7. NONASSIGNABILITY. This option shall not be encumbered or transferred
in whole or in part except by will or the laws of descent and distribution, and
is exercisable during the lifetime of Optionee only by him or her, except as
expressly permitted by the Board.
<PAGE>
In consideration for the grant of this option, Optionee promises to use
his or her best efforts in furtherance of the Company's business and prospects
and in the exercise of his or her duties as a member of the Board of Directors
of the Company.
IN WITNESS WHEREOF, the parties hereunto have set their hands and seals
as of the Option Date set forth below.
Option Date: HARBINGER CORPORATION
---------------------------
Option Shares:
--------------------------- By:
Exercise Price: -------------------------------
--------------------------- Title:
Check One: Annual Grant ----------------------------
-----------
Interim Grant
-----------
OPTIONEE
----------------------------------
Address:
--------------------------
--------------------------
--------------------------
State of Residence:
---------------
