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EXHIBIT 10.14
[OBJECTSWITCH LOGO]
__________ __, 2000
[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
such individual's voluntary resignation following (A) a reduction in his or
her level of cash compensation (including base salary and participation in
cash bonus or cash incentive programs) or (B) a relocation of such
individual's place of employment by more than fifty (50) miles, provided
and only if such 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 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
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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
