exv10wm






Exhibit 10(m)




Execution Copy




PUT OPTION AGREEMENT




     THIS PUT OPTION AGREEMENT (this “Agreement”) is made as of December 12, 2005 by and
between STRATUS TECHNOLOGIES GROUP, S.A., a Luxembourg sociêté
anonyme (the “Company”), and
_____________, an individual (“Holder”).



WITNESSETH:




     WHEREAS, Holder is an employee of the Company or one of its direct or indirect subsidiaries;



     WHEREAS, Holder is the holder of __________ shares of ordinary shares of the Company, par
value US$1.50 per share (the “Shares”);



     WHEREAS,
the Company wishes to grant to Holder a put option, whereby upon the occurrence of
certain events Holder may require the Company to purchase all of the Shares then held by Holder on
the terms and conditions set forth in this Agreement.



     NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties agree as follows:



     1
Sale and Transfer of the Shares



     1.1
Grant of Put Option. The Company hereby grants to Holder the right, but not the
obligation, to sell to the Company all (but not less than all) of the Shares held by Holder upon
the occurrence of a Trigger Event (the “Put Option”); provided, that the Put Option
shall only apply to the Shares held by Holder as of the date of this Agreement and not to Shares hereinafter acquired by Holder, including without limitation Shares acquired through
the vesting of stock options held by Holder. Holder hereby accepts such grant of the Put Option.



     1.2
Trigger; Exercise Period.




     (a) The Put Option shall only be exercisable upon any (i) liquidation, dissolution or winding
up of the Company, either voluntary or involuntary, (ii) merger, consolidation, transformation,
acquisition, change of control, or other transaction or series of transactions in which the
Company’s shareholders would not retain a majority of the voting power of the surviving entity or
(iii) sale of all or substantially all of the Company’s assets (each a “Trigger Event”).
The date on which a Trigger Event occurs, shall be referred to as the “Trigger Event Date”.




     (b) The Put Option granted pursuant to this Agreement may, upon the occurrence of a Trigger
Event, be exercised by Holder on the Trigger Event Date. The Company shall provide Holder with
notice of an upcoming Trigger Event as soon as practicable prior to the Trigger Event Date (the
“Trigger Event Notice Date”).



 









 






     (c) In the event the Put Option is not exercised on the Trigger Event Date, then this
Agreement shall terminate on the day following the Trigger Event Date. In the event the Put Option
is exercised on Trigger Event Date, then this Agreement shall remain in full force and effect until
such time as the respective obligations of the parties as set forth herein have been satisfied in
full or waived.



     1.3 Purchase Price. The purchase price per share for the Shares that are subject to
this Put Option shall be US$1.50 (the “Purchase Price”).



     1.4 Exercise of Put Option. Holder may exercise the Put Option on the Trigger Event
Date by delivering written notice to the Company of such exercise not less than five (5) days prior
to the Trigger Event Date.



     1.5 Closing Date and Purchase of Shares. Upon exercise of the Put Option, and subject
to the satisfaction of all the conditions not otherwise waived herein, Holder shall sell, transfer,
assign, and deliver to the Company, and the Company shall purchase from Holder, the Shares. The
purchase shall be consummated on the Trigger Event Date. All amounts payable under the Put Option
shall be made net of applicable withholding taxes.



     1.6 Further Assurances. Holder shall execute and deliver any further deeds, stock
power, bills of sale, assignments and assurances and take and do all such other actions and things
as may be necessary or desirable to vest, perfect or confirm in the Company any and all right,
title and interest in or to the Shares or otherwise to carry out this Agreement.



     1.7 Termination of Put Option. In the event that Holder ceases to be employed by the
Company or one of its direct or indirect subsidiaries, then the Put Option shall terminate and the
Company and Holder shall have no further rights or obligations under
this Agreement.



     2 Representations and Warranties



     2.1 Representations and Warranties of the Company. The Company hereby represents and
warrants to Holder that the Company is duly organized and in good standing under the laws of the
Grand-Duchy of Luxembourg. The Company has the corporate power to execute, deliver and perform this
Agreement and all agreements and other documents related hereto, and has taken all actions required
by law and its charter documents to authorize the execution, delivery and performance of this
Agreement and such related documents.



     2.2 Representations and Warranties of Holder. Holder hereby represents and warrants to
the Company as follows:




     (a) Holder has the power to execute, deliver and perform this Agreement and all agreements and
other documents related hereto.




     (b) Holder has good and marketable title to the Shares free and clear of any all covenants,
conditions, restrictions, voting trust arrangements, rights of first refusal, options, adverse
claims, title defects or objections, liens, pledges, charges, security interests, hypothecations,
restrictions, encumbrances or charges of any kind in respect of such Shares, except for the right
of the Company hereunder (collectively,



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“Encumbrances”). On the Trigger Event Date, Holder will have, and will deliver to the
Company, good and marketable title to the Shares free and clear of any and all Encumbrances.



     3 Closing Conditions



     3.1 Conditions of the Company. The obligations of the Company hereunder to purchase
the Shares are subject to the fulfillment of the following conditions:




     (a) The representations and warranties of Holder contained herein shall be true and correct as
of the Closing Date.




     (b) Holder shall have obtained all necessary government or other third party approvals and
consents, if any, to consummate the transactions contemplated hereby.




     (c) No action, proceeding or order by any court or governmental body shall have been
instituted or entered to restrain or prohibit the carrying out of the transactions contemplated
hereby.




     (d) The Company shall have received evidence in form and substance reasonably satisfactory to
it that title to the Shares has been transferred to it.



     3.2 Conditions of Holder. The obligations of Holder hereunder are subject to
fulfilment of the following conditions:




     (a) The representations and warranties of the Company contained herein shall be true and
correct as of the Closing Date.




     (b) No action, proceeding or order by any court or governmental body shall have been
instituted or entered to restrain or prohibit the carrying out of the transactions contemplated
hereby.




     (c) The Company shall have obtained all necessary government or other third party approvals
and consents, if any, to consummate the transactions contemplated hereby.




     (d) Holder shall have received the Purchase Price as set forth herein.



     4 Miscellaneous.



     4.1 Notices. Unless otherwise provided, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to
the party to be notified by hand or professional courier service or five (5) days after deposit
with the United States Post Office, by registered or certified mail, postage prepaid and addressed
to the party to be notified at the address indicated for such party below, or at such other address
as such party may designate by ten (10) days advance written notice to the other party:



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	To the Company:

	 	To Holder:
	Stratus Technologies Group S.A.

	 	Stratus Technologies, Inc.
	123, Avenue de X Septembre,

	 	111 Powdermill Road
	L-2551 Luxembourg

	 	Maynard, Massachusetts 01754
	Attention: Hans de Graaf

	 	Attn: _______________






with copies to:




Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: David B. Rosenauer




     4.2 Each Party to Bear Costs. Each of the parties to this Agreement shall
pay all of the costs and expenses incurred by such party in connection
with the transactions contemplated by this Agreement, whether or not
such transactions are consummated.



     4.3 Governing
Law. This Agreement and any disputes related hereto or
controversies arising hereunder shall be interpreted, construed and
enforced in accordance with the laws of the State of New York without
regard to its conflicts of law rules that would apply the law of any
other jurisdiction.



     4.4 Entire Agreement. This Agreement contains the entire agreement of the
parties and supersedes any and all prior or contemporaneous agreements
between the parties, written or oral, with respect to the subject matter.



     4.5 Counterparts. This Agreement may be executed in several counterparts,
each of which when so executed shall be deemed to be an original, and
such counterparts shall together constitute and be one and the same
instrument.



     4.6 Binding Effect; Assignment. This Agreement shall be binding on, and
shall inure to the benefit of, the parties hereto, and their respective
successors and assigns, and no other person shall acquire or have any
right under or by virtue of this Agreement. The rights and obligations of
Holder hereunder shall not be assigned or transferred except with the
written consent of the Company, and such attempted assignment without
such consent shall be void and without effect.



     4.7 Amendments;
Waivers. This Agreement may be amended, modified or
supplemented only by an instrument in writing executed by the parties
hereto. Any waiver of the terms and conditions hereof must be in a
writing signed by each of the parties and any such waiver in a particular
instance shall not be construed as a waiver of any other terms and
conditions hereof.



     4.8 Severability. If any provision of this Agreement is held to be
illegal or unenforceable by any court or arbitrator of competent
jurisdiction, such determination shall not



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affect the remaining provisions of this Agreement. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full and effect to the extent not held invalid or unenforceable.




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     IN WITNESS WHEREOF, the parties have executed this Put Option Agreement
as of the day and year first above written.



	 	 	 	 	 
	 	STRATUS TECHNOLOGIES GROUP, S.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HOLDER

 	 
	 	 	 



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     IN WITNESS WHEREOF, the parties have executed this Put Option Agreement
as of the day and year first above written.



	 	 	 	 	 
	 	STRATUS TECHNOLOGIES GROUP, S.A.

 	 
	 	By:  	/s/ Illigeble
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HOLDER

 	 
	 	______________________