Form of Notice of Grant of Stock Option and Stock Option Agreement - 2000



 Exhibit 10.35 
 BLUE COAT SYSTEMS INC. 
 2000
SUPPLEMENTAL STOCK OPTION PLAN 
 INTERNATIONAL
STOCK OPTION AGREEMENT 
  

							
	Grant of Option	  	You have been granted an option as of the Grant Date to purchase up to the number of Shares of Company Common Stock specified in the Notice of Stock Option Grant.
		
	Tax Treatment	  	This option is intended to be a nonstatutory option, as provided in the Notice of Stock Option Grant.
		
	Vesting	  	This option becomes exercisable in installments, as shown in the Notice of Stock Option Grant. No additional shares become exercisable after your service as an employee, consultant
or outside director of the Company or a parent or subsidiary of the Company (“Service”) has terminated for any reason.
		
	Term	  	This option expires in any event on the day before the 10th anniversary of the Date of Grant, as shown in the Notice of Stock Option Grant. (It will expire earlier if your Service terminates, as described below.)
		
	Regular Termination	  	If your Service terminates for any reason except death, Permanent Disability or Misconduct, then this option will expire on the date 3 months after your termination date. The Company
determines when your Service terminates for this purpose.
		
	Permanent Disability	  	 If your Service terminates because of your Permanent Disability, then this option will expire on the date 12 months after your
termination date. The Company determines when your Service terminates for this purpose.
  
 Permanent Disability means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be
expected to last, for a continuous period of not less than 12 months.

		
	Death	  	If you die while in Service, the option will expire on the date 12 months after the date of death.
		
	Misconduct	  	If your Service terminates for Misconduct, then this option will terminate immediately and cease to be outstanding. “Misconduct” includes fraud, embezzlement, dishonesty or
any unauthorized use or disclosure of confidential information or trade secrets of the Company or any parent or subsidiary or any other intentional misconduct adversely affecting the business or affairs of the Company or a parent or subsidiary of
the Company. The foregoing definition is not deemed to be inclusive of all the acts or omissions that the Company or any parent or subsidiary corporation may consider as grounds for your dismissal or discharge or the discharge of any other
individual in the Service of the Company or any parent or subsidiary corporation.

  

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	Change in Control	  	 In the event of a Change in Control, then the vesting of this option will not automatically accelerate unless this option is, in
connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable option for shares of the capital stock of the successor corporation (or its parent). The determination of
option comparability will be made by the Company’s Board of Directors, and its determination will be final, binding and conclusive.
  
 Change in Control is defined in the Company’s 2000 Supplemental Stock Option Plan (the “Plan”).

		
	Involuntary Termination	  	If the option is assumed by the successor corporation (or its parent) and you experience an Involuntary Termination within eighteen months following a Change in Control, the vesting
of this option will automatically accelerate so that this option will, immediately before the effective date of the Involuntary Termination, become fully exercisable for all of the shares of Common Stock at the time subject to this option and may be
exercised for any or all of those shares as fully-vested shares of Common Stock.
		
		  	An Involuntary Termination means the termination of your Service by reason of: your involuntary dismissal or discharge by the Company for reasons other than Misconduct (as defined
below), or (b) your voluntary resignation following (1) a change in your position with the Company which materially reduces your level of responsibility, (2) a reduction in your level of compensation (including base salary, fringe benefits and
participation in bonus or incentive programs) or (3) a relocation of your place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected by the Company without your
consent.
		
	Restrictions on Exercise	  	The Company will not permit you to exercise this option if the issuance of shares at that time would violate any law or regulation.
		
	Notice of Exercise	  	 When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the
address given on the form. Your notice must specify how many shares you wish to purchase. Your notice must also specify how your shares should be registered (in your name only or in your and your spouse’s names as community property or as joint
tenants with right of survivorship). The notice will be effective when it is received by the Company.
  
 If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

		
	Form of Payment	  	When you submit your notice of exercise, you must include payment of the option exercise price for the shares you are purchasing. Payment may be made in one (or a combination of two
or more) of the following forms:
		
		  	 •     Cash or check made payable to the Company.

		
		  	 •     Certificates for shares of Common Stock that you own, along with any forms needed to effect a
transfer of those shares to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option exercise price. However, you may not surrender the ownership of shares of Common Stock in
payment of the exercise price if your action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to this option for financial reporting purposes.


  

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		  	 •     Irrevocable directions to a securities broker approved by
the Company to sell all or part of your option shares and to deliver to the Company from the sale proceeds an amount sufficient to pay the option exercise price and any withholding taxes. (The balance of the sale proceeds, if any, will be delivered
to you.) The directions must be given by signing a special “Notice of Exercise” form provided by the Company.
  
 •     Irrevocable directions to pledge all or part of your option shares to a securities broker or
lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company in an amount sufficient to pay the option exercise price and any withholding taxes. (The balance of the loan proceeds, if any,
will be delivered to you.) The directions must be given by signing a special “Notice of Exercise” form provided by the Company.

		
	Withholding Taxes & Responsibility for Taxes	  	 Regardless of any action the Company or your employer (the “Employer”) takes with respect to any or all income tax, social
insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the
Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the option grant, including the grant, vesting or exercise of the option, the subsequent
sale of shares of Common Stock acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the option to reduce or eliminate your liability for Tax-Related
Items.
  
 Prior to exercise of the option, you will pay or make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related
Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company
may (1) sell or arrange for the sale of shares of Common Stock that you acquire to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of
Common Stock necessary to satisfy the minimum withholding amount. Finally, you will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in
the Plan or your purchase of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares of Common Stock if you fail to comply with your obligations
in connection with the Tax-Related Items as described in this section.

		
	Restrictions on Resale	  	By signing this Agreement, you agree not to sell any option shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters
prohibit a sale.

  

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	Transfer of option	  	 Before your death, only you may exercise this option. You cannot transfer or assign this option. For instance, you may not sell this
option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or a beneficiary designation.
  
 Regardless of any marital property settlement agreement, the Company is not obligated to honor a
notice of exercise from your former spouse, nor is the Company obligated to recognize your former spouse’s interest in your option in any other way.

		
	Employment or Retention Rights	  	Your option or this Agreement do not give you the right to be retained by the Company or a parent or subsidiary of the Company in any capacity. The Company and its parents or
subsidiaries reserve the right to terminate your Service at any time, with or without cause.
		
	Stockholder Rights	  	You, or your estate or heirs, have no rights as a stockholder of the Company until you have exercised this option by giving the required notice to the Company and paying the exercise
price. No adjustments are made for dividends or other rights if the applicable record date occurs before you exercise this option, except as described in the Plan.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in Common Stock, the number of shares covered by this option and the exercise price per share may be adjusted
pursuant to the Plan.
		
	Plan Discretionary	  	You understand and acknowledge that (i) the Plan is entirely discretionary, (ii) the Company has reserved the right to modify, amend, suspend or terminate the Plan at any
time unless otherwise provided in the Plan or this Agreement, (iii) the grant of an option if voluntary and occasional and does not in any way create any contractual or other right to receive additional grants of options (or benefits in lieu of
options) at any time or in any amount, even if options have been granted repeatedly in the past, and (iv) all determinations with respect to any additional grants, including (without limitation) the times when options will be granted, the
number of shares offered, the option exercise price and the vesting schedule, will be at the sole discretion of the Company.
		
	Not Compensation	  	The value of this option shall be an extraordinary item of compensation outside the scope of your employment contract, if any, and shall not be considered a part of his or her normal
or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
		
	Termination of Service	  	You understand and acknowledges that participation in the Plan ceases upon termination of you Service for any reason, except as may explicitly be provided otherwise in the Plan or
this Agreement. In the event of termination of your employment (whether or not in breach of local labor laws), your right to receive the option and vest in the option under the Plan, if any, will terminate effective as of the date that you are no
longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the
event of termination of employment (whether or not in breach of local labor laws), your right to exercise the option after termination of employment, if any, will be measured by the date of termination of your active employment and will not be
extended by any notice period mandated under local law; the compensation committee of the Board of Directors shall have the exclusive discretion to determine when you are no longer actively employed for purposes of your option
grant.

  

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	Authorization to Disclose	  	You hereby authorize and direct the Employer to disclose to the Company or any subsidiary of affiliate of the Company any information regarding your employment, the nature and
amount of your compensation and the fact and conditions of your participation in the Plan, as the Employer deems necessary or appropriate to facilitate the administration of the Plan.
		
	 Nature of Grant
	  	 By signing this Agreement, you acknowledge that:
  
 (1) you are voluntarily participating in the Plan;
  
 (2) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;
  
 (3) if the underlying shares of Common Stock do not increase in value, the option will have no
value;
  
 (4) if you exercise your option and obtain shares of Common Stock, the value of
those shares of Common Stock acquired upon exercise may increase or decrease in value, even below the exercise price; and
  
 (5) in consideration of the grant of the option, no claim or entitlement to compensation or damages shall arise from termination of the option or diminution in value of
the option or shares of Common Stock purchased through exercise of the option resulting from termination of your employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and you
irrevocably release the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, you shall be deemed
irrevocably to have waived your entitlement to pursue such claim.

		
	Personal Data Authorization	  	 You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your
personal data as described in this document by and among, as applicable, the Employer, and the Company and its subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing your participation in the
Plan.
  
 You understand that the Company and the Employer may hold certain
personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships
held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan
(“Data”). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country or elsewhere, and that the
recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential


  

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		  	recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom you may elect to
deposit any shares of stock acquired upon exercise of the option. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view
Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources
representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that
you may contact your local human resources representative.
		
	Language	  	If you have received this Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different than the
English version, the English version will control.
		
	Electronic Delivery	  	The Company may, in its sole discretion, decide to deliver any documents related to the option granted under and participation in the Plan or future options that may be granted
under the Plan by electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an
on-line or electronic system established and maintained by the Company or another third party designated by the Company.
		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions).
		
	Severability	  	The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining
provisions shall nevertheless be binding and enforceable.
		
	The Plan and Other Agreements	  	The text of the Company’s 2000 Supplemental Stock Option Plan is incorporated in this Agreement by reference.
		
		  	This Agreement and the Company’s 2000 Supplemental Stock Option Plan constitute the entire understanding between you and the Company regarding this option. Any prior
agreements, commitments or negotiations concerning this option are superseded. This Agreement may be amended only by another written agreement, signed by both parties.

 BY SIGNING THE NOTICE OF
STOCK OPTION GRANT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED ABOVE AND IN THE COMPANY’S 2000 SUPPLEMENTAL STOCK OPTION PLAN.

  

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