exv10w08wc



 





Exhibit 10.08C




Option No.: _______




DOUBLE-TAKE SOFTWARE

2006 OMNIBUS INCENTIVE PLAN




DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT



Double-Take Software, Inc, a Delaware corporation (the “Company”), hereby grants an option to
purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below.
The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in
the Company’s 2006 Omnibus Incentive Plan (the “Plan”).



Grant Date:  ____________, 200___



Name of Optionee: ____________________________________



Optionee’s Employee Identification Number: ___-___-___



Number of Shares Covered by Option: _______________



Option Price per Share: $ ______.___(At least 100% of Fair Market Value)



Vesting Start Date:  _______________,___




      By signing this cover sheet, you agree to all of the terms and conditions described in the
attached Agreement and in the Plan, a copy of which is also attached. You acknowledge that you
have carefully reviewed the Plan, and agree that the Plan will control in the event any provision
of this Agreement should appear to be inconsistent.



	 	 	 	 	 	 	 
	Optionee:
	 	 	 	 	 	 
	 	 	 
(Signature)	 	 
	 
	 	 	 	 	 	 
	Company:
	 	 	 	 	 	 
	 	 	 
(Signature)	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 
	 	 






Attachment




      This is not a stock certificate or a negotiable instrument.



 









 





DOUBLE-TAKE SOFTWARE

2006 OMNIBUS INCENTIVE PLAN




DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT




	 	 	 
	Nonqualified Stock Option

	 	This option is not intended to be an
incentive stock option under Section 422 of
the Internal Revenue Code and will be
interpreted accordingly.
	 
	 	 
	Definition of Service

	 	For purposes of this Agreement, “Service”
means service as a director of the Company
or an Affiliate of the Company. Whether a
termination of Service has occurred for
purposes of the Plan will be determined by
the Board, which determination shall be
final, binding and conclusive.
	 
	 	 
	Vesting

	 	This option is only exercisable before it
expires and then only with respect to the
vested portion of the option. Subject to
the preceding sentence, you may exercise
this option, in whole or in part, to
purchase a whole number of vested shares
not less than 100 shares, unless the number
of shares purchased is the total number
available for purchase under the option, by
following the procedures set forth in the
Plan and below in this Agreement.
	 
	 	 
	 

	 	Your right to purchase shares of Stock
under this option vests as to 100% of the
total number of shares covered by this
option, as shown on the cover sheet, on the
one-year anniversary of the Vesting Start
Date (“Anniversary Date”), provided you
then continue in Service.
	 
	 	 
	 

	 	No additional shares of Stock will vest
after your Service has terminated for any
reason.
	 
	 	 
	Term

	 	Your option will expire at the close of
business at Company headquarters on the day
before the 10th anniversary of the Grant
Date, as shown on the cover sheet.
	 
	 	 
	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 (in a parcel of at least 100
shares generally). Your notice must also
specify how your shares of Stock should be
registered (in your name only or in your
and your spouse’s names 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






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	 	entitled to do so.
	 
	 	 
	Form of Payment

	 	When you submit your notice of exercise,
you must include payment of the option
price for the shares you are purchasing.
Payment may be made in one (or a
combination) of the following forms:
	 
	 	 
	 

	 	•     Cash, your personal check, a
cashier’s check, a money order or another
cash equivalent acceptable to the Company.
	 
	 	 
	 

	 	•     Shares of Stock which are
surrendered to the Company. The value of
the shares, determined as of the effective
date of the option exercise, will be
applied to the option price.
	 
	 	 
	 

	 	•     By delivery (on a form prescribed
by the Company) of an irrevocable direction
to a licensed securities broker acceptable
to the Company to sell Stock and to deliver
all or part of the sale proceeds to the
Company in payment of the aggregate option
price and any withholding taxes (if
approved in advance by the Compensation
Committee of the Board if you are either an
executive officer or a director of the
Company).
	 
	 	 
	Transfer of Option

	 	During your lifetime, only you (or, in the
event of your legal incapacity or
incompetency, your guardian or legal
representative) may exercise the 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 it may be transferred upon
your death by the laws of descent and
distribution.
	 
	 	 
	 

	 	Regardless of any marital property
settlement agreement, the Company is not
obligated to honor a notice of exercise
from your spouse, nor is the Company
obligated to recognize your spouse’s
interest in your option in any other way.
	 
	 	 
	Retention Rights

	 	Neither your option nor this Agreement give
you the right to be retained by the Company
(or any parent, Subsidiaries or Affiliates)
in any capacity. The Company (and any
parent, Subsidiaries or Affiliates) reserve
the right to terminate your Service at any
time and for any reason.
	 
	 	 
	Shareholder Rights

	 	You, or your estate or heirs, have no
rights as a shareholder of the Company
until a certificate for your option’s
shares has been issued (or an appropriate
book entry has been made). No adjustments
are made for dividends or other rights if
the applicable record date occurs before
your stock certificate is issued (or an
appropriate






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	 	book entry has been made),
except as described in the Plan.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a stock
dividend or a similar change in the Stock,
the number of shares covered by this option
and the option price per share shall be
adjusted (and rounded down to the nearest
whole number) if required pursuant to the
Plan. Your option shall be subject to the
terms of the agreement of merger,
liquidation or reorganization in the event
the Company is subject to such corporate
activity.
	 
	 	 
	Applicable Law

	 	This Agreement will be interpreted and
enforced under the laws of the State of
Delaware, other than any conflicts or
choice of law rule or principle that might
otherwise refer construction or
interpretation of this Agreement to the
substantive law of another jurisdiction.
	 
	 	 
	The Plan

	 	The text of the Plan is incorporated in
this Agreement by reference. Certain
capitalized terms used in this Agreement
are defined in the Plan, and have the
meaning set forth in the Plan.
	 
	 	 
	 

	 	This Agreement and the Plan constitute the
entire understanding between you and the
Company regarding this option. Any prior
agreements, commitments or negotiations
concerning this option are superseded.
	 
	 	 
	Data Privacy

	 	In order to administer the Plan, the
Company may process personal data about
you. Such data includes but is not limited
to the information provided in this
Agreement and any changes thereto, other
appropriate personal and financial data
about you such as home address and business
addresses and other contact information,
payroll information and any other
information that might be deemed
appropriate by the Company to facilitate
the administration of the Plan.
	 
	 	 
	 

	 	By accepting this option, you give explicit
consent to the Company to process any such
personal data. You also give explicit
consent to the Company to transfer any such
personal data outside the country in which
you work or are employed, including, with
respect to non-U.S. resident Optionees, to
the United States, to transferees who shall
include the Company and other persons who
are designated by the Company to administer
the Plan.
	 
	 	 
	Consent to Electronic Delivery

	 	The Company may choose to deliver certain
statutory materials relating to the Plan in
electronic form. By accepting this option
grant you agree that the Company may
deliver the Plan prospectus and the
Company’s annual report to you in an
electronic format. If at any time you
would prefer to receive paper copies of
these documents, as you are entitled to,
the Company would be pleased






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	 	to provide
copies. Please contact ___at ___to
request paper copies of these documents.






      By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Plan.




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