exv10w1






Exhibit 10.1




SoundBite Communications, Inc.

Incentive Stock Option Grant Notice 

(2007 Stock Incentive Plan)





	 	 	 
	Participant:

	 	____________________
	 
	 	 
	Option Number:

	 	____________________
	 
	 	 
	Option Plan:

	 	SoundBite Communications, Inc.

2007 Stock Incentive Plan (the “Plan”)
	 
	 	 
	Grant Date:

	 	____________________
	 
	 	 
	Total Number of Shares

	 	____________________
	 
	 	 
	Exercise Price per Share:

	 	____________________
	 
	 	 
	Total Option Price of the Shares:

	 	____________________
	 
	 	 
	Vest Type:

	 	____________________
	 
	 	 
	Fully Vested:

	 	____________________
	 
	 	 
	Expiration Date:

	 	____________________
	 
	 	 
	Vesting Schedule:
	 	 
	 
	 	 
	 

	• 	 ________ shares vest on ________
	 
	 	 
	 

	• 	 ________ shares vest on the first day of each
calendar month in ________ and ________
	 
	 	 
	 

	• 	 ________ shares vest on the first day of each
calendar month from ________ through ________ 
	 
	 	 
	 

	 	Notwithstanding the foregoing, [(i)] ___% of the
{then-remaining number of unvested Shares} {total
number of Shares} shall vest effective immediately
prior to a Change in Control Event (as defined in the
Plan) and (ii) the then remaining unvested Shares
shall continue to vest pursuant to the vesting
schedule in the preceding section.]





By your signature and the Company’s signature below, you and the Company agree that these options
are granted under and governed by the terms and conditions of the Plan as amended and the Incentive
Stock Option Agreement, all of which are attached and made a part of this document.




	 	 	 	 	 	 
	SoundBite Communications, Inc.	 	Participant
	 
	By:
	 	 	 	 	 
	 

	 	 
	 	 	 
	 

	 	Name:
	 	Title:	 
	 

	 	 	 	Address:	 







			
	Attachments:	 	Incentive Stock Option Agreement, 2007 Stock Incentive Plan

SoundBite Communications, Inc. 2007 Stock Incentive Plan












 









 






Participant: ____________________




Attachment I




SoundBite Communications, Inc.




Incentive Stock Option Agreement

Granted Under 2007 Stock Incentive Plan




1. Grant of Option.




     Pursuant to the Incentive Stock Option Grant Notice (the “Grant Notice”) and this Incentive
Stock Option Agreement (the “Agreement”), SoundBite Communications, Inc., a Delaware corporation
(the “Company”) has awarded the Participant named above (the “Participant”) of an option to
purchase, in whole or in part, on the terms provided herein and in the Company’s 2007 Stock
Incentive Plan (the “Plan”), the total number of shares (the “Shares”) of common stock, $0.001 par
value per share, of the Company (“Common Stock”). Your Award is granted to you effective as of the
Grant Date set forth in the Grant Notice for the Shares. This Agreement shall be deemed to be
agreed to by the Company and you upon signing by you of the Grant Notice to which it is attached.
Defined terms not specifically defined in this Agreement shall have the same meanings given to them
in the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the
terms of the Plan shall control. The details of your Shares, in addition to those set forth in the
Grant Notice and the Plan, are as follows.



     It is intended that the option evidenced by this Agreement shall be an incentive stock option
as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term
“Participant”, as used in this option, shall be deemed to include any person who acquires the right
to exercise this option validly under its terms.


2. Vesting. This option will become exercisable (“vest”) as specified under “Vesting
Schedule” provided in the Grant Notice. The right of exercise shall be cumulative so that to the
extent the option is not exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested
until the earlier of the Final Exercise Date or the termination of this option under Section 3
hereof or the Plan.



3. Exercise of Option.




     (a) Form of Exercise. Each election to exercise this option shall be in writing,
signed by the Participant, and received by the Company at its principal office, accompanied by this
Agreement, and payment in full in the manner provided in the Plan. The Participant may purchase
less than the number of shares covered hereby, provided that no partial exercise of this option may
be for any fractional share.



     (b) Continuous Relationship with the Company Required. Except as otherwise provided
in this Section 3, this option may not be exercised unless the Participant, at the time he or she
exercises this option, is, and has been at all times since the Grant Date, an employee or officer
of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined
in Section 424(e) or (f) of the Code (an “Eligible Participant”).



     (c) Termination of Relationship with the Company. If the Participant ceases to be an
Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the
right to exercise this option shall terminate three months after such cessation (but in no event
after the Final Exercise Date), provided that this option shall be exercisable only to the extent
that the Participant was entitled to exercise this option on the date of such cessation.
Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the
non-competition or confidentiality provisions of any employment



 









 




contract, confidentiality and nondisclosure agreement or other agreement between the
Participant and the Company, the right to exercise this option shall terminate immediately upon
such violation.




     (d) Exercise Period Upon Death or Disability. If the Participant dies or becomes
disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date
while he or she is an Eligible Participant and the Company has not terminated such relationship for
“cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of
one year following the date of death or disability of the Participant, by the Participant (or in
the case of death by an authorized transferee), provided that this option shall be exercisable only
to the extent that this option was exercisable by the Participant on the date of his or her death
or disability, and further provided that this option shall not be exercisable after the Final
Exercise Date.



     (e) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s
employment is terminated by the Company for Cause (as defined below), the right to exercise this
option shall terminate immediately upon the effective date of such termination of employment. If,
prior to the Final Exercise Date, the Participant is given notice by the Company of the termination
of his or her employment by the Company for Cause, and the effective date of such employment
termination is subsequent to the date of delivery of such notice, the right to exercise this option
shall be suspended from the time of the delivery of such notice until the earlier of (i) such time
as it is determined or otherwise agreed that the Participant’s employment shall not be terminated
for Cause as provided in such notice or (ii) the effective date of such termination of employment
(in which case the right to exercise this option shall, pursuant to the preceding sentence,
terminate upon the effective date of such termination of employment). If the Participant is party
to an employment or severance agreement with the Company that contains a definition of “cause” for
termination of employment, “Cause” shall have the meaning ascribed to such term in such agreement.
Otherwise, “Cause” shall mean willful misconduct by the Participant or [willful failure by the
Participant to perform his or her responsibilities to the Company (including, without limitation,
breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure,
non-competition or other similar agreement between the Participant and the Company)], as determined
by the Company, which determination shall be conclusive. The Participant shall be considered to
have been discharged for Cause if the Company determines, within 30 days after the Participant’s
resignation, that discharge for cause was warranted.


4. Tax Matters.




     (a) Withholding. No Shares will be issued pursuant to the exercise of this option
unless and until the Participant pays to the Company, or makes provision satisfactory to the
Company for payment of, any federal, state or local withholding taxes required by law to be
withheld in respect of this option.



     (b) Disqualifying Disposition. If the Participant disposes of Shares acquired upon
exercise of this option within two years from the Grant Date or one year after such Shares were
acquired pursuant to exercise of this option, the Participant shall notify the Company in writing
of such disposition.


5. Nontransferability of Option.




     This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the
Participant, either voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the lifetime of the Participant, this option shall be exercisable only by
the Participant.



 









 




6. Provisions of the Plan.




     This option is subject to the provisions of the Plan (including the provisions relating to
amendments to the Plan), a copy of which is furnished to the Participant with this option.



 









 





Attachment II




SoundBite Communications, Inc.

2007 Stock Incentive Plan