exv10w1






Exhibit 10.1




Form of Performance Based




Nonstatutory Stock Option Agreement




Granted Under 2005 Stock Incentive Plan




1. Grant of Option




     This agreement evidences the grant by Unica Corporation, a Delaware corporation (the
“Company”), on [date] (the “Grant Date”) to [name] an employee of the Company (the
“Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in
the Company’s 2005 Stock Incentive Plan, as amended (the “Plan”), a total of [number]
shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”)
at $       per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern
Time, on [date] (the “Final Exercise Date”).



     It is intended that the option evidenced by this agreement shall not be an incentive stock
option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated there under (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 Schedule




     This option will become exercisable (“Vest”) at a rate of ___% of the original number of Shares
on [initial date], then [number of shares/percentage] thereafter for the remaining
                     years. These shares will only vest if [financial metric] is greater than [target
amount].



     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 or, alternatively, the preceding
shall be performed through any electronic means made available by the Company to accomplish such
exercises (e.g. through an on-line process). 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, officer or
director of, or consultant or advisor to, the Company or any other entity the employees, officers,
directors, consultants, or advisors of which are eligible to receive option grants under the Plan
(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 90 days 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 written notice to the Participant from the
Company describing 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 provided further that this option shall not be exercisable after the Final
Exercise Date.



     (e) Discharge for Cause. If the Participant, prior to the Final Exercise Date, is
discharged by the Company for “cause” (as defined below), the right to exercise this option shall
terminate immediately upon the effective date of such discharge. “Cause” shall mean willful
misconduct by the Participant or willful failure by the Participant to perform his or her
responsibilities to the Company (including 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. 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.



5. Non-transferability 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, a copy of which is furnished to the
Participant with this option.



     In Witness Whereof, the Company has caused this option to be executed under its
corporate seal by its duly authorized officer. This option shall take effect as a sealed
instrument.



UNICA CORPORATION




	 	 	 
	 

	 	Yuchun Lee
	 
	 	 
	 

	 	President and CEO






 









 





PARTICIPANT’S ACCEPTANCE



I hereby accept the foregoing option and agree to the terms and conditions thereof. I hereby
acknowledge receipt of an online copy of the Company’s 2005 Stock Incentive Plan, as amended.




	 	 	 
	 

	 	Participant:
	 
	 	 
	 

	 	 
	 

	 	Print Name
	 
	 	 
	 

	 	 
	 

	 	Signature
	 
	 	 
	 

	 	 
	 

	 	Date