**Exhibit 10.25**
**APPLIX, INC.**
STOCK OPTION AGREEMENT GRANTED UNDER THE 2003 DIRECTOR EQUITY PLAN
1. Grant of Option. Applix, Inc., a Massachusetts corporation (the “Company”),hereby grants to «Name» (the “Optionee”), as of «Date_of_Grant» (the “GrantDate”), an option, pursuant to the Company’s 2003 Director Equity Plan (the“Plan”), to purchase an aggregate of «Option_Grant» shares of Common Stock(“Common Stock”) of the Company at a $«Strike_Price» per share, purchasable asset forth in, and subject to the terms and conditions of, this option and thePlan.
2. Non-Statutory Stock Option. This option is not intended to qualify as anincentive stock option under Section 422 of the Internal Revenue Code of 1986,as amended (the “Code”).
3. Exercise of Option and Provisions for Termination.
     (a) Exercise Period.
          (i) General. These options shall become exercisable «Exercise» providedthat the optionee continues to serve as a director on such date.
          (ii) Acceleration Upon Change in Control. Notwithstanding the foregoing,this option shall immediately become exercisable in full in the event a Changein Control (as defined in Section 10 of the Plan) of the Company occurs.
          (iii) Termination. This option shall terminate, and may no longer beexercised, on the earlier of the (i) the date seven years after the Grant Dateor (ii) the date 90 days after the Optionee ceases to serve as a director ofthe Company for any reason, whether by death, resignation, removal orotherwise.
     (b) Exercise Procedure. Subject to the conditions set forth in thisAgreement, this option shall be exercised by the Optionee’s delivery of writtennotice of exercise to the Treasurer of the Company specifying the number ofshares to be purchased and the purchase price to be paid therefor andaccompanied by payment in full in accordance with Section 4. Such exerciseshall be effective upon receipt by the Treasurer of the Company of such writtennotice together with the required payment. The Optionee may purchase fewerthan the total number of shares covered hereby, provided that no partialexercise of this option may be for any fractional share or for fewer than 500whole shares.
     (c) Exercise by Representative Following Death of Director. The Optionee,by written notice to the Company, may designate one or more persons (and fromtime to time change such designation), including his or her legalrepresentative, who, by reason of the Optionee’s death, shall acquire the rightto exercise all or a portion of this option. If the person or persons so
 

 

designated wish to exercise any portion of this option, they must do so withinthe term of this option as provided herein. Any exercise by a representativeshall be subject to the provisions of the Plan.
4. Payment of Purchase Price. Payment of the purchase price for sharespurchased upon exercise of this option shall be made by delivery to the Companyof (i) payment by certified or bank check of the full consideration for theshares as to which it is exercised or (ii) an irrevocable undertaking, in formand substance satisfactory to the Company, by a broker to deliver promptly tothe Company sufficient funds to pay the exercise price or (iii) delivery ofirrevocable instructions, in form and substance satisfactory to the Company, toa broker to deliver promptly to the Company cash or a check sufficient to paythe exercise price.
5. Delivery of Shares; Compliance With Securities Law, Etc.
     (a) General. The Company shall, upon payment of the option price forthe number of shares purchased and paid for, make prompt delivery of suchshares to the Optionee, provided that if any law or regulation requires theCompany to take any action with respect to such shares before the issuancethereof, then the date of delivery of such shares shall be extended for theperiod necessary to complete such action.
     (b) Listing, Qualification, Etc. This option shall be subject to therequirement that if, at any time, counsel to the Company shall determine thatthe listing, registration or qualification of the shares subject hereto uponany securities exchange or under any state or federal law, or the consent orapproval of any governmental or regulatory body, or that the disclosure ofnon-public information or the satisfaction of any other condition is necessaryas a condition of, or in connection with, the issuance or purchase of shareshereunder, this option may not be exercised, in whole or in part, unless suchlisting, registration, qualification, consent or approval, disclosure, orsatisfaction of such other condition shall have been effected or obtained onterms acceptable to the Board of Directors.
6. Non-transferability of Option. This option is personal and may not betransferred other than by will or the laws of descent and distribution orpursuant to a qualified domestic relations order (as defined in the Code), andthis option shall be exercised during the lifetime of the Optionee only by theOptionee or by his or her legal representative. No rights granted hereundermay be transferred, assigned, pledged or hypothecated in any way (whether byoperation of law or otherwise) nor shall any such rights be subject toexecution, attachment or similar process. Upon any attempt to transfer,assign, pledge, hypothecate or otherwise dispose of this option or of suchrights contrary to the provisions hereof, or upon the levy of any attachment orsimilar process upon this option or such rights, this option and such rightsshall, at the election of the Company, become null and void.
7. Limitation of Rights.
     (a) No Right to Continue as a Director. Neither the Plan, nor thegranting of this option nor any other action taken pursuant to the Plan, shallconstitute or be evidence of any agreement
 

 

or understanding, express or implied, that the Company will retain the Optioneeas a director for any period of time.
     (b) No Stockholders’ Rights for Options. The Optionee shall have norights as a stockholder with respect to the shares of Common Stock covered bythis option until the date of the issuance to him or her of a stock certificatetherefor, and no adjustment will be made for dividends or other rights (exceptas provided in Section 9 of the Plan) for which the record date is prior to thedate such certificate is issued. Notwithstanding the foregoing, in the event(i) the Company effects a split of the Common Stock by means of a stockdividend, and the distribution date (i.e., the date on which the closing marketprice of the Common Stock on a stock exchange or trading system is adjusted toreflect the split) is subsequent to the record date for such stock dividend,and (ii) the Optionee exercises this option between the close of business onsuch record date and the close of business on such distribution date, then theOptionee shall be entitled to receive the stock dividend with respect to theshares of Common Stock acquired upon such option exercise, notwithstanding thefact that such shares were not outstanding as of the close of business on suchrecord date.
8. Adjustment Provisions for Mergers, Recapitalizations and RelatedTransactions. If, through or as a result of any merger, consolidation,reorganization, recapitalization, reclassification, stock dividend, stocksplit, reverse stock split or other similar transaction, (i) the outstandingshares of Common Stock are exchanged for a different number or kind ofsecurities of the Company or of another entity, or (ii) additional shares ornew or different shares or other securities of the Company or of another entityare distributed with respect to such shares of Common Stock, the Optioneeshall, with respect to any unexercised portion of this option, be entitled tothe rights and benefits, and be subject to the limitations, set forth inSection 9 of the Plan.
9. Withholding Taxes. The Company’s obligation to deliver shares of CommonStock upon the exercise of this option shall be subject to the Optionee’ssatisfaction of all applicable federal, state and local tax withholdingrequirements.
10. Miscellaneous.
     (a) Except as provided herein, this option may not be amended or otherwisemodified unless evidenced in writing and signed by the Company and theOptionee.
     (b) All notices under this option shall be mailed or delivered by hand tothe Company, at its headquarters, or to the Optionee, at the address set forthbelow, as appropriate, or at such other address as may be designated in writingby either of the parties to one another.
     (c) This option and all determinations made and actions taken pursuanthereto shall be governed by the laws of the Commonwealth of Massachusetts.
 

 

APPLIX, INC.
Date Vesting Starts: «Date_of_Grant»     By:         David Mahoney   President and CEO  
 

 

OPTIONEE’S ACCEPTANCE
     The undersigned hereby accepts the foregoing option and agrees to theterms and conditions thereof. The undersigned hereby acknowledges receipt of acopy of the Company’s 2003 Director Equity Plan.      (signature)        (address)