exhibit_10-3.htm


     

    EXHIBIT
10.3

     

    

      


       

      TALEO CORPORATION

       

      2009 EQUITY INCENTIVE PLAN

       

      STOCK OPTION AGREEMENT

      


       

      Unless
otherwise defined herein, the terms defined in the 2009 Equity Incentive Plan
shall have the same defined meanings in this Stock Option Agreement (the
“Agreement”).

       

      I. NOTICE OF STOCK OPTION
GRANT

       

      [Optionee’s Name and
Address]

       

      You have
been granted an option to purchase Common Stock of the Company, subject to the
terms and conditions of the Plan and this Agreement, as follows:

       

      Grant
Number                                                      

       

      Date of
Grant                                                      

       

      Vesting
Commencement
Date                                                                                                           

       

      Exercise
Price per
Share                                               $                                                      

       

      Total
Number of Shares
Granted                                                                                                           

       

      Total
Exercise
Price                                                      $                                                      

       

      Type of
Option:                                                      ___
Incentive Stock Option

       

        ___Nonstatutory Stock
Option

       

      Term/Expiration
Date:                                                      

      


       

      Vesting
Schedule:

       

      This
Option shall be exercisable, in whole or in part, in accordance with the
following schedule:

       

      [25%
of the Shares subject to the Option shall vest twelve (12) months after the
Vesting Commencement Date, and 1/48th of the
Shares subject to the Option shall vest each month thereafter on the same day of
the month as the Vesting Commencement Date (and if there is no corresponding
day, on the last day of the month), subject to the Optionee continuing to be a
Service Provider through each such date.]

       

      [In
addition, any acceleration of option vesting provisions included in Optionee’s
written employment or other written agreement with the Company entered into on
or prior to the Date of Grant will apply (each of which such provision is
incorporated by reference herein).]

       

      Termination
Period:

       

      To the
extent vested as of the date Optionee ceases to be a Service Provider this
Option will be exercisable for [three (3) months] after Optionee ceases to be a
Service Provider, unless such termination is due to Optionee’s death or
Disability, in which case this Option will be exercisable for [twelve (12)
months] after Optionee ceases to be a Service
Provider.  Notwithstanding the foregoing, in no event shall this
Option be exercised after the Term/Expiration Date as provided above and may be
subject to earlier termination as provided in Section 15(c) of the
Plan.

       

      Optionee
and the Company agree that this Option is granted under and governed by the
terms and conditions of the Plan and this Agreement, including this Notice of
Stock Option Grant and the Part II of this Agreement (Terms and Conditions of
Option Agreement), attached hereto as Appendix A.  Optionee has
reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions of the Plan and Agreement.  Optionee hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions relating to the Plan and
Agreement.  Optionee further agrees to notify the Company upon any
change in the residence address indicated above.

      


      Optionee
acknowledges and agrees that by clicking the [“ACCEPT”]OR[“ACKNOWLEDGE”] button
on the E*TRADE on-line grant agreement response page, it will act as Optionee’s
electronic signature to this Agreement and will constitute Optionee’s
acknowledgement of and agreement with all of the terms and conditions of the
Option, as set forth in this Agreement and the Plan.  Optionee may, if
he or she prefers, sign, date and return to the Company a paper copy of this
Agreement.

      


       

      TALEO
CORPORATION

      


      


      


      By

       

      


      Title

       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      APPENDIX
A

       

      


       

      II. TERMS
AND CONDITIONS OF OPTION AGREEMENT

       

      A. Grant of
Option.  The Company hereby grants to the Optionee named in the
Notice of Stock Option Grant (the “Notice of Grant”) attached as Part I of
this Agreement (the “Optionee”) an option (the “Option”) to purchase the number
of Shares, as set forth in the Notice Grant, at the exercise price per share set
forth in the Notice of Grant (the “Exercise Price”), subject to all of the terms
and conditions of the Plan, which is incorporated herein by
reference.  Subject to Section 20(c) of the Plan, in the event of a
conflict between the terms and conditions of the Plan and the terms and
conditions of this Option Agreement, the terms and conditions of the Plan shall
prevail.

       

      If designated in the Notice of Grant as
an Incentive Stock Option (“ISO”), this Option is intended to qualify as an ISO
under Section 422 of the Code.  Nevertheless, to the extent that
it exceeds the $100,000 rule of Code Section 422(d), it shall be treated as a
Nonstatutory Stock Option (“NSO”).  Further, if for any reason this
Option (or portion thereof) shall not qualify as an ISO, then, to the extent of
such nonqualification, the Option (or portion thereof) shall be regarded as a
NSO granted under the Plan.  In no event shall the Administrator, the
Company or any Parent or Subsidiary or any of their respective employees or
directors have any liability to Optionee (or any other person) due to the
failure of the Option to qualify for any reason as an ISO.

       

      B. Vesting
Schedule.  Except as provided in paragraph C, the Option
awarded by this Agreement will vest in accordance with the vesting provisions
set forth in the Notice of Grant.  Shares scheduled to vest on a
certain date or upon the occurrence of a certain condition will not vest in
Optionee in accordance with any of the provisions of this Agreement, unless
Optionee will have been continuously a Service Provider from the Date of Grant
until the date such vesting occurs.

       

      C. Administrator
Discretion.  The Administrator, in its discretion, may
accelerate the vesting of the balance, or some lesser portion of the balance, of
the unvested Option at any time, subject to the terms of the Plan.  If
so accelerated, such Option will be considered as having vested as of the date
specified by the Administrator.

       

      D. Exercise of
Option.

       

      (a) Right to
Exercise.  This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Agreement.

       

      (b) Method of
Exercise.  This Option is exercisable by delivery of an
exercise notice, in the form attached as Exhibit A (the
“Exercise Notice”) or in a manner and pursuant to such procedures as the
Administrator may determine, which shall state the election to exercise the
Option, the number of Shares in respect of which the Option is being exercised
(the “Exercised Shares”), and such other representations and agreements as may
be required by the Company pursuant to the provisions of the
Plan.  The Exercise Notice shall be completed by the Optionee and
delivered to the Company.  The Exercise Notice shall be accompanied by
payment of the aggregate Exercise Price as to all Exercised Shares together with
any applicable tax withholding.  This Option shall be deemed to be
exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate Exercise Price.

       

      No Shares shall be issued pursuant to
the exercise of this Option unless such issuance and exercise complies with
Applicable Laws.  Assuming such compliance, for income tax purposes
the Exercised Shares shall be considered transferred to the Optionee on the date
the Option is exercised with respect to such Exercised Shares.

       

      E. Method of
Payment. Payment of the aggregate Exercise Price shall be by any of
the following, or a combination thereof, at the election of the
Optionee:

       

      1. cash;
or

       

      2. check;
or

       

      3. consideration
received by the Company under a formal cashless exercise program implemented by
the Company in connection with the Plan; or

       

      4. other
Shares which have a Fair Market Value on the date of surrender equal to the
aggregate Exercise Price of the Exercised Shares, provided that accepting such
Shares, in the sole discretion of the Administrator, will not result in any
adverse accounting consequences to the Company.

       

      F. Non-Transferability of
Option.  This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be
exercised during the lifetime of Optionee only by the Optionee.  The
terms of the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.

       

      G. Term of
Option.  This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Agreement.

       

      


       

      H. Tax
Obligations.

       

      (a) Withholding
Taxes.  Notwithstanding any contrary provision of this
Agreement, no certificate representing the Shares will be issued to Optionee,
unless and until satisfactory arrangements (as determined by the Administrator)
will have been made by the Optionee with respect to the payment of income,
employment and other taxes which the Company determines must be withheld with
respect to such Shares.  To the extent determined appropriate by the
Company in its discretion, it will have the right (but not the obligation) to
satisfy any tax withholding obligations by reducing the number of Shares
otherwise deliverable to Optionee.  If Optionee fails to make satisfy
arrangements for the payment of any required tax withholding obligations
hereunder at the time of the Optionee exercise, Optionee acknowledges and agrees
that the Company may refuse to honor the exercise and refuse to deliver Shares
if such withholding amounts are not delivered at the time of
exercise.

       

      (b) Notice of Disqualifying
Disposition of ISO Shares.  If the Option granted to Optionee
herein is an ISO, and if Optionee sells or otherwise disposes of any of the
Shares acquired pursuant to the ISO on or before the later of (i) the date
two (2) years after the Date of Grant, or (ii) the date one (1) year after
the date of exercise, the Optionee shall immediately notify the Company in
writing of such disposition.  Optionee agrees that Optionee may be
subject to income tax withholding by the Company on the compensation income
recognized by the Optionee.

       

      (c)           Code Section
409A.  Under Code Section 409A, an option that vests after
December 31, 2004 that was granted with a per Share exercise price that is
determined by the Internal Revenue Service (the “IRS”) to be less than the Fair
Market Value of a Share on the date of grant (a “Discount Option”) may be
considered “deferred compensation.”  A Discount Option may result in
(i) income recognition by Optionee prior to the exercise of the optionee, (ii)
an additional twenty percent (20%) federal income tax, and (iii) potential
penalty and interest charges.  The Discount Option may also result in
additional state income, penalty and interest charges to the
Optionee.  Optionee acknowledges that the Company cannot and has not
guaranteed that the IRS will agree that the per Share exercise price of this
Option equals or exceeds the Fair Market Value of a Share on the Date of Grant
in a later examination.  Optionee agrees that if the IRS determines
that the Option was granted with a per Share exercise price that was less than
the Fair Market Value of a Share on the date of grant, Optionee will be solely
responsible for Optionee’s costs related to such a determination.

       

      I. Rights as
Stockholder.  Neither Optionee nor any person claiming under or
through Optionee will have any of the rights or privileges of a stockholder of
the Company in respect of any Shares deliverable hereunder unless and until
certificates representing such Shares will have been issued, recorded on the
records of the Company or its transfer agents or registrars, and delivered to
Optionee.  Such issuance, recordation and delivery may be
accomplished, without limitation, via appropriate entry on the Company’s books
or those of our transfer agents and/or electronically. After such
issuance, recordation and delivery, Optionee will have all the rights of a
stockholder of the Company with respect to voting such Shares and receipt of
dividends and distributions on such Shares.

       

      


       

      J. NO GUARANTEE OF CONTINUED
SERVICE.  OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF
SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A
SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING
HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES
HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET
FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT
ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY’S RIGHT TO
TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.

       

      K. Address for
Notices.  Any notice to be given to the Company under the terms
of this Agreement will be addressed to the Company, in care of its Secretary, at
Taleo Corporation, 4140 Dublin Boulevard, Suite 400, Dublin, California 94568,
or at such other address as the Company may hereafter designate in
writing.

       

      L. Restrictions on
Exercise/Additional Conditions to Issuance of Shares.  This
Option may not be exercised if the issuance of Shares upon such exercise or the
method of consideration for such Shares would constitute a violation of any
Applicable Law.  The Company shall not be required to issue any
certificate or certificates for Shares upon exercise of this Option prior to
fulfillment of all the following conditions (free of any conditions not
acceptable to the Company):  (a) the admission of such Shares to
listing on all stock exchanges on which such class of stock is then listed;
(b) the completion of any registration or other qualification of such
Shares under any U.S. state or federal law or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental regulatory
body, which the Administrator shall, in its absolute discretion, deem necessary
or advisable; and (c) the obtaining of any approval or other clearance from
any U.S. state or federal governmental agency or any other governmental
regulatory body, which the Administrator shall, in its absolute discretion,
determine to be necessary or advisable.  Where the Company determines
that the issuance of any Shares upon exercise of this Option will violate
federal securities laws or other applicable laws, the Company will defer such
issuance until the earliest date at which the Company reasonably anticipates
that the issuance of Shares will no longer cause such violation.  The
Company will make all reasonable efforts to meet the requirements of any such
state or federal law or securities exchange and to obtain any such consent or
approval of any such governmental authority.  Assuming such
compliance, for income tax purposes the Exercised Shares will be considered
transferred to Optionee on the date the Option is exercised with respect to such
Exercised Shares.

       

      M. Administrator
Authority.  The Administrator will have the power to interpret
the Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret or revoke any such rules (including, but not limited to, the
determination of whether or not any Shares subject to the Option have
vested).  All actions taken and all interpretations and determinations
made by the Administrator in good faith will be final and binding upon Optionee,
the Company and all other interested persons.  No member of the
Administrator will be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this
Agreement.

       

      N. Electronic
Delivery.  The Company may, in its sole discretion, decide to
deliver any documents related to Options awarded under the Plan or future
Options that may be awarded under the Plan by electronic means or request
Optionee’s consent to participate in the Plan by electronic
means.  Optionee hereby consents to receive such documents by
electronic delivery and agrees to participate in the Plan through any on-line or
electronic system established and maintained by the Company or another third
party designated by the Company.

       

      O. Captions.  Captions
provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.

       

      P. Entire Agreement;
Modifications to the Agreement.  This Agreement, together with
any written agreement between the Optionee and the Company that has been
incorporated by reference herein in the “Vesting Schedule” section of the Notice
of Grant (whether entered into prior to or contemporaneously with this
Agreement), constitutes the entire understanding of the parties on the subjects
covered.  Optionee expressly warrants that he or she is not accepting
this Agreement in reliance on any promises, representations, or inducements
other than those contained herein.  Modifications to this Agreement or
the Plan can be made only in an express written contract executed by a duly
authorized officer of the Company.  Notwithstanding anything to the
contrary in the Plan or this Agreement, the Company reserves the right to revise
this Agreement as it deems necessary or advisable, in its sole discretion and
without the consent of Optionee, to comply with Code Section 409A or to
otherwise avoid imposition of any additional tax or income recognition under
Code Section 409A in connection to this Option.

       

      Q. Amendment, Suspension or
Termination of the Plan.  By accepting this Award, Optionee
expressly warrants that he or she has received an Option under the Plan and
subject to all terms and provisions of the Plan and this Agreement, and has
received, read and understood a description of the Plan.  Optionee
understands that the Plan is discretionary in nature and may be amended,
suspended or terminated by the Company at any time.

       

      R. Governing
Law.  This Agreement will be governed by the laws of the State
of California, without giving effect to the conflict of law principles
thereof.  For purposes of litigating any dispute that arises under
this Option or this Agreement, the parties hereby submit to and consent to the
jurisdiction of the State of California, and agree that such litigation will be
conducted in the courts of Alameda County, California, or the federal courts for
the United States for the Northern District of California, and no other courts,
where this Option is made and/or to be performed.

       

      S. Severability.  In
the event that any provision of this Agreement will be held invalid or
unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining
provisions of this Agreement.

       

      T. Binding
Agreement.  Subject to the limitation on the transferability of
this grant contained herein, this Agreement will be binding upon and inure to
the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.

       

      U. Plan
Governs.  This Agreement is subject to all terms and provisions
of the Plan.  In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan will govern.  Capitalized terms used and not
defined in this Agreement will have the meaning set forth in the
Plan.

       

      V. Labor
Law.  By entering into this Agreement, the Optionee
acknowledges that: (a) the grant of this Option is a one-time benefit which does
not create any contractual or other right to receive future grants of stock
options, or benefits in lieu of stock options; (b) all determinations with
respect to any future grants, including, but not limited to, the times when the
stock options shall be granted, the number of shares of Company Common Stock
subject to each stock option and the time or times when the stock options shall
vest, will be at the sole discretion of the Company; (c) the Optionee’s
participation in the Plan is voluntary; (d) the value of this Option is an
extraordinary item of compensation which is outside the scope of the Optionee’s
employment contract, if any; (e) this Option is not part of the Optionee’s
normal or expected compensation for purposes of calculating any severance,
resignation, redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments; (f) the vesting of the
Shares subject to the Option will cease upon termination of employment for any
reason except as may otherwise be explicitly provided in the Plan or this
Agreement; (g) the future value of the underlying Shares is unknown and cannot
be predicted with certainty; (h) this Option has been granted to the Optionee in
the Optionee’s status as a Service Provider of the Company or its Parent or one
of its Subsidiaries; (i) any claims resulting from this Option shall be
enforceable, if at all, against the Company; and (j) there shall be no
additional obligations for any Parent or Subsidiary employing the Optionee as a
result of this Option.

       

      W. Disclosure of Optionee
Information.  By entering into this Agreement, and as a
condition of the grant of the Option, the Optionee hereby explicitly and
unambiguously consents to the collection, use and transfer, in electronic or
other form, of personal data as described in this paragraph W.  The
Optionee understands that the Company and its Parent and Subsidiaries hold
certain personal information about him or her, including his or her name, home
address and telephone number, date of birth, social security or identity number,
salary, nationality, job title, any shares of stock or directorships held in the
Company, details of all awards of Options or any other entitlement to shares of
stock awarded, canceled, exercised, vested, unvested or outstanding in his or
her favor, for the purpose of managing and administering the Plan
(“Data”).  The Optionee further understands that the Company and/or
its Parent and/or its Subsidiaries will transfer Data among themselves as
necessary for the purpose of implementation, administration and management of
his or her participation in the Plan, and that the Company and/or any of its
Parent and/or Subsidiaries may each further transfer Data to any third parties
assisting the Company in the implementation, administration and management of
the Plan.  The Optionee understands that these recipients may be
located in the European Economic Area, or elsewhere, such as in the U.S. or
Asia.  The Optionee authorizes the Company to receive, possess, use,
retain and transfer the Data in electronic or other form, for the purposes of
implementing, administering and managing his or her participation in the Plan,
including any requisite transfer to a broker or other third party with whom he
or she may elect to deposit any Shares acquired pursuant to the exercise of this
Option of such Data as may be required for the administration of the Plan and/or
the subsequent holding of Shares on his or her behalf.  The Optionee
understands that he or she may, at any time, view the Data, require any
necessary amendments to the Data or withdraw the consent herein in writing by
contacting the Human Resources department for the Company and/or its applicable
Parent or Subsidiary.

       

      X. Language.  If
Optionee has 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.

      o   0   o

       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      EXHIBIT
A

       

      TALEO CORPORATION

       

      2009 EQUITY INCENTIVE PLAN

       

      EXERCISE NOTICE

       

      


      Taleo
Corporation

      4140
Dublin Boulevard, Suite 400

      Dublin,
California 94568

       

      Attention:  [Title] [COMPANY TO
PROVIDE]

      


       

      1. Exercise of
Option.  Effective as of today, ________________, _____, the
undersigned (“Purchaser”) hereby elects to purchase ______________ shares (the
“Shares”) of the Common Stock of Taleo Corporation (the “Company”) under and
pursuant to the 2009 Equity Incentive Plan (the “Plan”) and the Stock Option
Agreement dated, _____ (the “Option Agreement”).  Subject to
adjustment in accordance with Section 15 of the Plan, the purchase price for the
Shares shall be $_____, as required by the Option Agreement.

       

      2. Delivery of
Payment.  Purchaser herewith delivers to the Company the full
purchase price for the Shares and any required tax withholding to be paid in
connection with the exercise of the Option.

       

      3. Representations of
Purchaser.  Purchaser acknowledges that Purchaser has received,
read and understood the Plan and the Option Agreement and agrees to abide by and
be bound by their terms and conditions.

       

      4. Rights as
Shareholder.  Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a shareholder shall exist with respect to the Shares subject
to the Option, notwithstanding the exer­cise of the Option.  The
Shares so acquired shall be issued to Purchaser as soon as practicable after
exercise of the Option.  No adjustment will be made for a
divi­dend or other right for which the record date is prior to the date of
issuance, except as pro­vided in Sec­tion 15 of the Plan.

       

      5. Tax
Consultation.  Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares.  Purchaser represents that Purchaser has consulted with
any tax consultants Purchaser deems advisable in connection with the purchase or
dis­position of the Shares and that Purchaser is not relying on the Company
for any tax advice.

       

      6. Entire Agreement; Governing
Law.  The Plan and Option Agreement are incorporated herein by
reference.  This Exercise Notice, the Plan and the Option Agreement
con­sti­tute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser's interest except by
means of a writing signed by the Company and Purchaser.  This
agreement is governed by the internal substantive laws, but not the choice of
law rules, of California.

       

      Submitted
by:                                                                                     Accepted
by:

       

      PURCHASER:                                                                           TALEO
CORPORATION

      


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