exv10w5



 





Exhibit 10.5




NON-QUALIFIED STOCK OPTION AGREEMENT

FOR COMPANY EMPLOYEES




UNDER THE APRIMO, INCORPORATED

2007 STOCK OPTION AND INCENTIVE PLAN




Name of
Optionee:   ___________________________

No. of Option Shares:  _________________________

Option Exercise Price per Share: $_________________

                                                            [FMV on Grant Date]

Grant Date: _________________________________

Expiration Date:  _____________________________



     Pursuant to the Aprimo, Incorporated 2007 Stock Option and Incentive Plan as amended through
the date hereof (the “Plan”), Aprimo, Incorporated (the “Company”) hereby grants to the Optionee
named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified
above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”)
of the Company specified above at the Option Exercise Price per Share specified above subject to
the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be
an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.



     1. Exercisability Schedule. No portion of this Stock Option may be exercised until
such portion shall have become exercisable. Except as set forth below, and subject to the
discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the
exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the
following number of Option Shares on the dates indicated:




	 	 	 
	Incremental Number of	 	 
	Option Shares Exercisable	 	Exercisability Date
	 	 	 
	_________ (___%)
	 	_________
	_________ (___%)
	 	_________
	_________ (___%)
	 	_________
	_________ (___%)
	 	_________
	_________ (___%)
	 	_________







     Once exercisable, this Stock Option shall continue to be exercisable at any time or times
prior to the close of business on the Expiration Date, subject to the provisions hereof and of the
Plan.



 









 





     2. Manner of Exercise.



          (a) The Optionee may exercise this Stock Option only in the following manner: from time to
time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice
to the Administrator of his or her election to purchase some or all of the Option Shares
purchasable at the time of such notice. This notice shall specify the number of Option Shares to
be purchased.




     Payment of the purchase price for the Option Shares may be made by one or more of the
following methods: (i) in cash, by certified or bank check or other instrument acceptable to the
Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that
have been purchased by the Optionee on the open market or that are beneficially owned by the
Optionee and are not then subject to any restrictions under any Company plan and that otherwise
satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee
delivering to the Company a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable
to the Company to pay the option purchase price, provided that in the event the Optionee chooses to
pay the option purchase price as so provided, the Optionee and the broker shall comply with such
procedures and enter into such agreements of indemnity and other agreements as the Administrator
shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and
(iii) above. Payment instruments will be received subject to collection.



     The transfer to the Optionee on the records of the Company or of the transfer agent of the
Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full
purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other
requirements contained herein or in the Plan or in any other agreement or provision of laws, and
(iii) the receipt by the Company of any agreement, statement or other evidence that the Company may
require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of
Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance
with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price
by previously-owned shares of Stock through the attestation method, the number of shares of Stock
transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares
attested to.



          (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to
the Optionee on the records of the Company or of the transfer agent upon compliance to the
satisfaction of the Administrator with all requirements under applicable laws or regulations in
connection with such issuance and with the requirements hereof and of the Plan. The determination
of the Administrator as to such compliance shall be final and binding on the Optionee. The
Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option
shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall
have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the
stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting,
dividend and other ownership rights with respect to such shares of Stock.




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          (c) The minimum number of shares with respect to which this Stock Option may be exercised at
any one time shall be 100 shares, unless the number of shares with respect to which this Stock
Option is being exercised is the total number of shares subject to exercise under this Stock Option
at the time.




          (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option
shall be exercisable after the Expiration Date hereof.




     3. Termination of Employment. If the Optionee’s employment by the Company or a
Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock
Option may be subject to earlier termination as set forth below.



          (a) Termination Due to Death. If the Optionee’s employment terminates by reason of
the Optionee’s death, any portion of this Stock Option outstanding on such date shall become fully
exercisable and may thereafter be exercised by the Optionee’s legal representative or legatee for a
period of [12] months from the date of death or until the Expiration Date, if earlier.




          (b) Termination Due to Disability. If the Optionee’s employment terminates by reason
of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option
outstanding on such date shall become fully exercisable and may thereafter be exercised by the
Optionee for a period of [12] months from the date of termination or until the Expiration Date, if
earlier.




          (c) Termination for Cause. If the Optionee’s employment terminates for Cause, any
portion of this Stock Option outstanding on such date shall terminate immediately and be of no
further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in an
employment agreement between the Company and the Optionee, a determination by the Administrator
that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any
agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of
nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any
material misconduct or willful and deliberate non-performance (other than by reason of disability)
by the Optionee of the Optionee’s duties to the Company.




          (d) Other Termination. If the Optionee’s employment terminates for any reason other
than the Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by
the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to
the extent exercisable on the date of termination, for a period of three months from the date of
termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not
exercisable on the date of termination shall terminate immediately and be of no further force or
effect.




     The Administrator’s determination of the reason for termination of the Optionee’s employment
shall be conclusive and binding on the Optionee and his or her representatives or legatees.



     4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock
Option shall be subject to and governed by all the terms and conditions of the Plan,



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including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized
terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is
specified herein.



     5. Transferability. This Agreement is personal to the Optionee, is non-assignable and
is not transferable in any manner, by operation of law or otherwise, other than by will or the laws
of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime,
only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.



     6. Tax Withholding. The Optionee shall, not later than the date as of which the
exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the
Company or make arrangements satisfactory to the Administrator for payment of any Federal, state,
and local taxes required by law to be withheld on account of such taxable event. The Optionee may
elect to have the minimum required tax withholding obligation satisfied, in whole or in part, by
authorizing the Company to withhold from shares of Stock to be issued a number of shares of Stock
with an aggregate Fair Market Value that would satisfy the withholding amount due.



     7. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment
and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or
any Subsidiary to terminate the employment of the Optionee at any time.



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     8. Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Optionee at the address on file
with the Company or, in either case, at such other address as one party may subsequently furnish to
the other party in writing.



	 	 	 	 	 
	 	APRIMO, INCORPORATED

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 


The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by
the undersigned.




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

Optionee’s Signature
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Optionee’s name and address:	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 





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