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EXHIBIT 4.4




SNAPin SOFTWARE, INC.

STOCK OPTION GRANT NOTICE

2003 EQUITY INCENTIVE PLAN




     SNAPin Software, Inc. (the “Company”) hereby grants to Participant an Option (the “Option”) to
purchase shares of the Company’s Common Stock. The Option is subject to all the terms and
conditions set forth in this Stock Option Grant Notice (this “Grant Notice”) and in the Stock
Option Agreement and the Company’s 2003 Equity Incentive Plan, as amended (the “Plan”), which are
attached to and incorporated into this Grant Notice in their entirety.



	 	 	 
	Participant:
	 	 
	 
	 	 
	Grant Date:
	 	 
	 
	 	 
	Vesting Commencement Date:
	 	 
	 
	 	 
	Number of Shares Subject to Option:
	 	 
	 
	 	 
	Exercise Price (per Share):
	 	$
	 
	 	 
	Option
Expiration Date:


	 	(subject to earlier termination in accordance with the terms of the Plan and the Stock Option Agreement)
	 
	 	 
	Type of Option:
	 	o Incentive Stock Option* o Nonqualified Stock Option
	 
	 	 
	Vesting and Exercisability Schedule:
	 	1/48th of the shares subject to the Option will vest and become exercisable on the one-month anniversary of the Vesting Commencement Date.
	 
	 	 
	 
	 	1/48th of the shares subject to the Option will vest and become exercisable monthly thereafter over the next 47 months.






Additional Terms/Acknowledgement: The undersigned Participant acknowledges receipt of, and
understands and agrees to, this Grant Notice, the Stock Option Agreement and the Plan. Participant
further acknowledges that as of the Grant Date, this Grant Notice, the Stock Option Agreement and
the Plan set forth the entire understanding between Participant and the Company regarding the
Option and supersede all prior oral and written agreements on the subject.




	 	 	 	 	 	 	 	 	 
	SNAPin SOFTWARE, INC.	 	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	By: Robert Lewis
	 	 	 	 	 	 	 	 
	Its: President
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Date:	 	 	 	 
	
Attachments:

	 	 	 	
Address:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	1. Stock Option Agreement (Double-Trigger)	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	2. 2003 Equity Incentive Plan	 	Taxpayer ID:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 








 




			
	*	 	See Sections 3 and  4 of the Stock Option Agreement.




 









 










SNAPin SOFTWARE, INC.

2003 EQUITY INCENTIVE PLAN




STOCK OPTION AGREEMENT

(Double-Trigger Acceleration)




     Pursuant to your Stock Option Grant Notice (the “Grant Notice”) and this Stock Option
Agreement, SNAPin Software, Inc. has granted you an Option under its 2003 Equity Incentive
Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your
Grant Notice (the “Shares”) at the exercise price indicated in your Grant Notice. Capitalized
terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the
same definitions as in the Plan.



     The details of the Option are as follows:



     1. Vesting and Exercisability. Subject to the limitations contained herein, the Option will
vest and become exercisable as provided in your Grant Notice, provided that vesting will
cease upon the termination of your employment or service relationship with the Company or a Related
Company and the unvested portion of the Option will terminate.



     2. Securities Law Compliance. Notwithstanding any other provision of this Agreement, you may
not exercise the Option unless the Shares issuable upon exercise are registered under the
Securities Act or, if such Shares are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the Securities Act.
The exercise of the Option must also comply with other applicable laws and regulations governing
the Option, and you may not exercise the Option if the Company determines that such exercise would
not be in material compliance with such laws and regulations.



     3. Incentive Stock Option Qualification. If so designated in your Grant Notice, all or a
portion of the Option is intended to qualify as an Incentive Stock Option under federal income tax
law, but the Company does not represent or guarantee that the Option qualifies as such.



     If the Option has been designated as an Incentive Stock Option and the aggregate Fair Market
Value (determined as of the Grant Date) of the shares of Common Stock subject to the portions of
the Option and all other Incentive Stock Options you hold that first become exercisable during any
calendar year exceeds $100,000, any excess portion will be treated as a Nonqualified Stock Option,
unless the Internal Revenue Service changes the rules and regulations governing the $100,000 limit
for Incentive Stock Options. A portion of the Option may be treated as a Nonqualified Stock Option
if certain events cause exercisability of the Option to accelerate.



     4. Notice of Disqualifying Disposition. To the extent the Option has been designated as an
Incentive Stock Option, to obtain certain tax benefits afforded to Incentive Stock Options, you
must hold the Shares issued upon the exercise of the Option for two years after the Grant Date and
one year after the date of exercise. You may be subject to the alternative minimum tax at the time
of exercise. You should obtain tax advice when exercising the Option and prior to the disposition
of the Shares. By accepting the Option, you
agree to promptly notify the Company if you dispose of any of the Shares within one



 









 







year from
the date you exercise all or part of the Option or within two years from the Grant Date.



     5. Method of Exercise. You may exercise the Option by giving written notice to the Company,
in form and substance satisfactory to the Company, which will state your election to exercise the
Option and the number of Shares for which you are exercising the Option. The written notice must
be accompanied by full payment of the exercise price for the number of Shares you are purchasing.
You may make this payment in any combination of the following: (a) by cash; (b) by check
acceptable to the Company or wire transfer; (c) if permitted by the Plan Administrator, by using
shares of Common Stock you have owned for at least six months; (d) if the Common Stock is
registered under the Exchange Act, by instructing a broker to deliver to the Company the total
payment required; or (e) by any other method permitted by the Plan Administrator.



     6. Repurchase and First Refusal Rights. So long as the Common Stock is not registered under
the Exchange Act, the Company may, in its sole discretion at the time of exercise, require you to
sign a stock purchase agreement, in the form to be provided, pursuant to which you will grant to
the Company certain repurchase and/or first refusal rights to purchase the Shares acquired by you
upon exercise of the Option. Upon request to the Company, you may review a current form of this
agreement prior to exercise of the Option.



     7. Market Standoff. By exercising the Option you agree that the Shares will be subject to the
market standoff restrictions on transfer set forth in the Plan.



     8. Treatment Upon Termination of Employment or Service Relationship. The unvested portion of
the Option will terminate automatically and without further notice immediately upon termination of
your employment or service relationship with the Company or a Related Company for any reason
(“Termination of Service”). You may exercise the vested portion of the Option as follows:



          (a) General Rule. You must exercise the vested portion of the Option on or before the earlier
of (i) three months after your Termination of Service and (ii) the Option Expiration Date;



          (b) Retirement or Disability. If your employment or service relationship terminates due to
Retirement or Disability, you must exercise the vested portion of the Option on or before the
earlier of (i) one year after your Termination of Service and (ii) the Option Expiration Date.



          (c) Death. If your employment or service relationship terminates due to your death, the
vested portion of the Option must be exercised on or before the earlier of (i) one year after your
Termination of Service and (ii) the Option Expiration Date. If you die after your Termination of
Service but while the Option is still exercisable, the vested portion of the Option may be
exercised until the earlier of (x) one year after the date of death and (y) the Option Expiration
Date; and



          (d) Cause. The vested portion of the Option will automatically expire at the time the Company
first notifies you of your Termination of Service for Cause, unless the Plan Administrator
determines otherwise. If your employment or service relationship is suspended pending an
investigation of whether you will be terminated for Cause, all your



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rights under the Option likewise will be suspended during the period of investigation. If any
facts that would constitute termination for Cause are discovered after your Termination of Service,
any Option you then hold may be immediately terminated by the Plan Administrator.



     The Option must be exercised within three months after termination of employment for reasons
other than death or Disability and one year after termination of employment due to Disability to
qualify for the beneficial tax treatment afforded Incentive Stock Options.



     It is your responsibility to be aware of the date the Option terminates.



     9. Double-Trigger Acceleration. If the Option is assumed or replaced by the Successor Company
in a Company Transaction that is not a Related Party Transaction and does not otherwise accelerate
at that time, the Option shall automatically become fully vested and exercisable with respect to
100% of the unvested portion in the event that your employment or service relationship with the
Successor Company should terminate in connection with such Company Transaction or subsequently
within 12 months following such Company Transaction, if such employment or service relationship is
terminated by the Successor Company without Cause or by you with Good Reason (as defined below).



     “Good Reason” shall be deemed to occur if any of the following occurs without the
Participant’s written consent: (A) a material change in the Participant’s authority or operating
responsibilities, provided that neither a mere change in title following a Company Transaction to a
position that is substantially similar to the position held prior to the Company Transaction with
respect to the operations of the Company nor an immaterial change in responsibilities shall, by
itself, constitute a material change in authority or operating responsibilities; (B) a failure to
pay, or a reduction in, the Participant’s base salary or minimum bonus (if applicable), other than
a reduction as a result of an across-the-board reduction in base salaries or minimum bonuses for
all management-level employees of the Company by an average percentage not in excess of the
percentage reduction of the Participant’s base salary or minimum bonus; or (C) relocation of the
Participant’s principal place of employment to a facility or location more than 30 miles from the
Company’s current location.



     10. Limited Transferability. During your lifetime only you can exercise the Option. The
Option is not transferable except by will or by the applicable laws of descent and distribution,
except that Nonqualified Stock Options may be transferred to the extent permitted by the Plan
Administrator. The Plan provides for exercise of the Option by a beneficiary designated on a
Company-approved form or the personal representative of your estate.



     11. Withholding Taxes. As a condition to the exercise of any portion of an Option, you must
make such arrangements as the Company may require for the satisfaction of any federal, state, local
or foreign withholding tax obligations that may arise in connection with such exercise.



     12. Option Not an Employment or Service Contract. Nothing in the Plan or any Award granted
under the Plan will be deemed to constitute an employment contract or confer or be deemed to confer
any right for you to continue in the employ of, or to continue any other relationship with, the
Company or any Related Company or limit in any way the



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right of the Company or any Related Company to terminate your employment or other relationship
at any time, with or without Cause.



     13. No Right to Damages. You will have no right to bring a claim or to receive damages if you
are required to exercise the vested portion of the Option within three months (one year in the case
of Retirement, Disability or death) of the Termination of Service or if any portion of the Option
is cancelled or expires unexercised. The loss of existing or potential profit in Awards will not
constitute an element of damages in the event of your Termination of Service for any reason even if
the termination is in violation of an obligation of the Company or a Related Company to you.



     14. Binding Effect. This Agreement will inure to the benefit of the successors and assigns of
the Company and be binding upon you and your heirs, executors, administrators, successors and
assigns.




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