Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Peoplesupport, Inc.- Amend.No.4 - HTML 1.41M
Reg.No.333-115328
2: EX-3.1.2 Certificate of Amendment of Certificate of Inc. 5 21K
3: EX-3.1.3 Articles of Incorporation/Organization or By-Laws 1 7K
4: EX-4.1 Instrument Defining the Rights of Security Holders 2 10K
8: EX-10.12 Form of 2004 Stock Incentive Plan Stock Option 10 34K
Agmt
5: EX-10.4 Material Contract 41 137K
6: EX-10.7 Material Contract 36 162K
7: EX-10.8 Material Contract 55 221K
9: EX-23.2 Consent of Bdo Seidman, LLP HTML 7K
10: EX-23.3 Consent of Pricewaterhousecoopers LLP 1 6K
EX-10.12 — Form of 2004 Stock Incentive Plan Stock Option Agmt
Exhibit Table of Contents
Exhibit 10.12
PEOPLESUPPORT, INC.
2004 STOCK INCENTIVE PLAN
NOTICE OF STOCK OPTION GRANT
You have been granted the following Option to purchase Common Stock of
PeopleSupport, Inc. (the "Company") under the Company's 2004 Stock Incentive
Plan (the "Plan"):
Name of Optionee: [Name of Optionee]
Total Number of Option Shares Granted: [Total Number of Shares]
Type of Option: [ ] Incentive Stock Option
[ ] Nonstatutory Stock Option
Exercise Price Per Share: $_________
Grant Date: [Date of Grant]
Vesting Commencement Date: [Vesting Commencement Date]
Vesting Schedule: This Option becomes
exercisable with respect to
the first 1/4th of the shares
subject to this Option when
you complete 12 months of
continuous "Service" (as
defined in the Plan) from the
Vesting Commencement Date.
Thereafter, this Option
becomes exercisable with
respect to an additional
1/48th of the shares subject
to this Option when you
complete each additional month
of Service.
Expiration Date: [Expiration Date] This Option
expires earlier if your
Service terminates earlier, as
described in the Stock Option
Agreement.
PEOPLESUPPORT, INC.
NOTICE OF STOCK OPTION GRANT
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By your signature and the signature of the Company's representative below,
you and the Company agree that this Option is granted under and governed by the
term and conditions of the Plan and the Stock Option Agreement, both of which
are attached to and made a part of this document.
OPTIONEE: PEOPLESUPPORT, INC.
________________________________ By: ________________________________
Optionee's Signature
________________________________ Title: _____________________________
Optionee's Printed Name
PEOPLESUPPORT, INC.
NOTICE OF STOCK OPTION GRANT
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PEOPLESUPPORT, INC.
2004 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
TAX TREATMENT This Option is intended to be an incentive stock option
under Section 422 of the Internal Revenue Code or a
nonstatutory option, as provided in the Notice of Stock
Option Grant. Even if this Option is designated as an
incentive stock option, it shall be deemed to be an
nonstatutory option to the extent required by the
$100,000 annual limitation under Section 422(d) of the
Internal Revenue Code.
VESTING This Option becomes exercisable in installments, as
shown in the Notice of Stock Option Grant. This Option
will in no event become exercisable for additional
shares after your Service has terminated for any reason.
TERM This Option expires in any event at the close of
business at Company headquarters on the day before the
10th anniversary of the Grant Date, as shown on the
Notice of Stock Option Grant (fifth anniversary for a
more than 10% stockholder as provided under the Plan if
this is an incentive stock option). This Option may
expire earlier if your Service terminates, as described
below.
REGULAR TERMINATION If your Service terminates for any reason except death
or "Total and Permanent Disability" (as defined in the
Plan), then this Option will expire at the close of
business at Company headquarters on the date three (3)
months after the date your Service terminates (or, if
earlier, the Expiration Date). The Company has
discretion to determine when your Service terminates for
all purposes of the Plan and its determinations are
conclusive and binding on all persons.
DEATH If you die, then this Option will expire at the close of
business at Company headquarters on the date 12 months
after the date your Service terminates (or, if earlier,
the Expiration Date). During that period of up to 12
months, your estate or heirs may exercise the Option.
DISABILITY If your Service terminates because of your Total and
Permanent Disability, then this Option will expire at
the close of business at Company headquarters on the
date 12 months after the date your Service terminates
(or, if earlier, the Expiration Date).
PEOPLESUPPORT, INC.
STOCK OPTION AGREEMENT
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LEAVES OF ABSENCE For purposes of this Option, your Service does not
terminate when you go on a military leave, a sick leave
or another bona fide leave of absence, if the leave was
approved by the Company in writing and if continued
crediting of Service is required by the terms of the
leave or by applicable law. But your Service terminates
when the approved leave ends, unless you immediately
return to active work.
If you go on a leave of absence, then the vesting
schedule specified in the Notice of Stock Option Grant
may be adjusted in accordance with the Company's leave
of absence policy or the terms of your leave. If you
commence working on a part-time basis, then the vesting
schedule specified in the Notice of Stock Option Grant
may be adjusted in accordance with the Company's
part-time work policy or the terms of an agreement
between you and the Company pertaining to your part-time
schedule.
RESTRICTIONS ON The Company will not permit you to exercise this Option
EXERCISE if the issuance of shares at that time would violate any
law or regulation. The inability of the Company to
obtain approval from any regulatory body having
authority deemed by the Company to be necessary to the
lawful issuance and sale of the Company stock pursuant
to this Option shall relieve the Company of any
liability with respect to the non-issuance or sale of
the Company stock as to which such approval shall not
have been obtained. However, the Company shall use its
best efforts to obtain such approval.
NOTICE OF EXERCISE When you wish to exercise this Option you must notify
the Company by completing the attached "Notice of
Exercise of Stock Option" form and filing it with the
Human Resources Department of the Company. You notice
must specify how many shares you wish to purchase. Your
notice must also specify how your shares should be
registered. 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 the
following form(s):
- Your personal check, a cashier's check or a money
order.
PEOPLESUPPORT, INC.
STOCK OPTION AGREEMENT
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- Certificates for shares of Company 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. Instead of surrendering
shares of Company stock, you may attest to the
ownership of those shares on a form provided by
the Company and have the same number of shares
subtracted from the Option shares issued to you.
However, you may not surrender, or attest to the
ownership of shares of Company stock in payment of
the exercise price if your action would cause the
Company to recognize a compensation expense (or
additional compensation expense) with respect to
this Option for financial reporting purposes.
- By delivering on a form approved by the Committee
of an irrevocable direction 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 in 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 a securities broker or
lender approved by the Company to pledge Option
shares as security for a loan and to deliver to
the Company from the loan proceeds an amount
sufficient to pay the Option exercise price and
any withholding taxes. The directions must be
given by signing a special "Notice of Exercise"
form provided by the Company.
Notwithstanding the foregoing, payment may not be made
in any form that is unlawful, as determined by the
Company in its sole discretion.
WITHHOLDING TAXES AND You will not be allowed to exercise this Option unless
STOCK WITHHOLDING you make arrangements acceptable to the Company to pay
any withholding taxes that may be due as a result of the
Option exercise. These arrangements may include
withholding shares of Company stock that otherwise would
be issued to you when you exercise this Option. The
value of these shares, determined as of the effective
date of the Option exercise, will be applied to the
withholding taxes.
PEOPLESUPPORT, INC.
STOCK OPTION AGREEMENT
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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 (e.g., a lock-up period
after the Company goes public). This restriction will
apply as long as you are an employee, consultant or
director of the Company or a subsidiary of the Company.
TRANSFER OF OPTION In general, only you can exercise this Option prior to
your death. You cannot transfer or assign this Option,
other than as designated by you by will or by the laws
of descent and distribution, except as provided below.
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 in any event dispose of this Option in your will.
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.
However, if this Option is designated as a nonstatutory
stock option in the Notice of Stock Option Grant, then
the "Committee" (as defined in the Plan) may, in its
sole discretion, allow you to transfer this Option as a
gift to one or more family members. For purposes of this
Agreement, "family member" means a child, stepchild,
grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law,
father-in-law or sister-in-law (including adoptive
relationships), any individual sharing your household
(other than a tenant or employee), a trust in which one
or more of these individuals have more than 50% of the
beneficial interest, a foundation in which you or one or
more of these persons control the management of assets,
and any entity in which you or one or more of these
persons own more than 50% of the voting interest.
In addition, if this Option is designated as a
nonstatutory stock option in the Notice of Stock Option
Grant, then the Committee may, in its sole discretion,
allow you to transfer this option to your spouse or
former spouse pursuant to a domestic relations order in
settlement of marital property rights.
The Committee will allow you to transfer this Option
only if both you and the transferee(s) execute the forms
prescribed by the Committee, which include the consent
of the transferee(s) to be bound by this Agreement.
PEOPLESUPPORT, INC.
STOCK OPTION AGREEMENT
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RETENTION RIGHTS Neither your Option nor this Agreement gives you the
right to be retained by the Company or a subsidiary of
the Company in any capacity. The Company and its
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 Company stock, the number of shares
covered by this Option and the exercise price per share
may be adjusted pursuant to the Plan.
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).
THE PLAN AND OTHER The text of the Plan is incorporated in this Agreement
AGREEMENTS by reference. All capitalized terms in the Stock Option
Agreement shall have the meanings assigned to them 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.
This Agreement may be amended only by another written
agreement, signed by both parties.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT,
YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED ABOVE AND IN THE PLAN.
PEOPLESUPPORT, INC.
STOCK OPTION AGREEMENT
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PEOPLESUPPORT, INC.
2004 STOCK INCENTIVE PLAN
NOTICE OF EXERCISE OF STOCK OPTION
YOU MUST SIGN THIS NOTICE ON THE LAST PAGE BEFORE SUBMITTING
IT TO THE COMPANY
OPTIONEE INFORMATION:
Name: ___________________ Social Security Number:
___________________________
Address: ___________________ Employee Number:
___________________ ___________________________
OPTION INFORMATION:
Date of Grant: ____________________, 200_ Type of Stock Option:
Exercise Price per Share: $______________ [ ] Nonstatutory (NSO)
Total number of shares of Common Stock of [ ] Incentive (ISO)
PeopleSupport, Inc. (the "Company") covered
by option: __________________________
EXERCISE INFORMATION:
Number of shares of Common Stock of the Company for which option is being
exercised now: ______________________. (These shares are referred to below as
the "Purchased Shares.")
Total exercise price for the Purchased Shares: $____________
Form of payment enclosed [CHECK ALL THAT APPLY]:
[ ] Check for $__________, payable to "PeopleSupport, Inc."
[ ] Certificate(s) for ______________ shares of Common Stock of the Company
that I have owned for at least six months or have purchased in the open
market. (These shares will be valued as of the date when the Company
receives this notice.)
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[ ] Attestation Form covering _______________ shares of Common Stock of the
Company. (These shares will be valued as of the date when the Company
receives this notice.)
Name(s) in which the Purchased Shares should be registered
[PLEASE CHECK ONE BOX]:
[ ] In my name only
[ ] In the names of my spouse and myself My spouse's name (if applicable):
as community property
___________________________________
[ ] In the names of my spouse and myself
as joint tenants with the right of
survivorship
[ ] In the name of an eligible revocable Full legal name of revocable trust:
trust ___________________________________
___________________________________
___________________________________
___________________________________
The certificate for the Purchased Shares ___________________________________
should be sent to the following address: ___________________________________
___________________________________
___________________________________
ACKNOWLEDGMENTS:
1. I understand that all sales of Purchased Shares are subject to compliance
with the Company's policy on securities trades.
2. I hereby acknowledge that I received and read a copy of the prospectus
describing the Company's 2004 Stock Incentive Plan and the tax
consequences of an exercise.
3. In the case of a nonstatutory option, I understand that I must recognize
ordinary income equal to the spread between the fair market value of the
Purchased Shares on the date of exercise and the exercise price. I further
understand that I am required to pay withholding taxes at the time of
exercising a nonstatutory option.
4. In the case of an incentive stock option, I agree to notify the Company if
I dispose of the Purchased Shares before I have met both of the tax
holding periods applicable to incentive stock options (that is, if I make
a disqualifying disposition).
5. I acknowledge that the Company has encouraged me to consult my own adviser
to determine the form of ownership that is appropriate for me. In the
event that I choose to
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transfer my Purchased Shares to a trust that does not satisfy the
requirements of the Internal Revenue Service (i.e., a trust that is not an
eligible revocable trust), I also acknowledge that the transfer will be
treated as a "disposition" for tax purposes. As a result, the favorable
ISO tax treatment will be unavailable and other unfavorable tax
consequences may occur.
SIGNATURE AND DATE:
_____________________________________ _______________________, 200__
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