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EXHIBIT 10.15
[OBJECTSWITCH LOGO]
__________ __, 2000
Optionee - Officer
[Address]
RE: OPTIONS UNDER 1996 & 1998 STOCK PLANS
Dear Optionee:
We are pleased to inform you that on February 4, 2000, the Board of
Directors adopted a policy of accelerated vesting following a Change in Control,
as defined in the Company's 1996 & 1998 Stock Plans. The following provision is
now incorporated into your option:
If (i) the Company is subject to a Change in Control before the
Optionee's Service terminates, (ii) the Right of Repurchase is assigned to
the acquiring entity or to its parent or subsidiary and (iii) there is an
Involuntary Termination of Optionee's Service within twelve (12) months
following the Change in Control, the Right of Repurchase shall
automatically lapse and all of Optionee's Shares shall become vested.
"INVOLUNTARY TERMINATION" means the termination of the Service of any
individual which occurs by reason of: such individual's involuntary
dismissal or discharge by the Company for reasons other than Misconduct, or
Optionee's voluntary resignation following (A) a change in his or her
position with the Company which materially reduces his or her level of
responsibility (but not a change resulting solely from the fact that the
Company is no longer an independent company), (B) a reduction in his or her
level of cash compensation (including base salary and participation in cash
bonus or cash incentive program), but not the substitution of substantially
equivalent compensation or (C) a relocation of such individual's place of
employment by more than fifty (50) miles, provided and only if such change,
reduction or relocation is effected by the Company without the individual's
consent.
"MISCONDUCT" means the commission of any act of fraud, embezzlement or
dishonesty by the Optionee, any unauthorized use or disclosure by such
person of confidential information or trade secrets of the Company (or any
Parent or Subsidiary), or any other intentional misconduct by such person
adversely
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__________ __, 2000
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affecting the business or affairs of the Company (or any Parent or
Subsidiary) in a material manner. The foregoing definition shall not be
deemed to be inclusive of all the acts or omissions which the Company (or
any Parent or Subsidiary) may consider as grounds for the dismissal or
discharge of any Optionee or other person in the Service of the Company (or
any Parent or Subsidiary).
Notwithstanding anything to the contrary contained herein, in the
event that the Company is a party to a merger or consolidation, outstanding
options of the Optionee shall not be subject to cancellation without
payment of any consideration.
Miscellaneous. This Agreement shall be binding upon the Company, its
successors and assigns (including, without limitation, the surviving entity or
successor party resulting from the Change in Control) and shall be construed and
interpreted under the laws of the State of California. This Agreement supersedes
all prior agreements between you and the Company relating to the subject matter
hereof. The Option Agreement shall remain in full force and effect except to the
extent necessary to give effect to the terms of this letter agreement.
Please attach this letter amending your option to the agreement
evidencing your option.
Very truly yours,
Greg Straughn
Vice President Finance & Operations
