Attached files

file filename
S-1 - FORM S-1 - MASERGY COMMUNICATIONS INCds1.htm
EX-3.3 - BYLAWS OF THE REGISTRANT - MASERGY COMMUNICATIONS INCdex33.htm
EX-4.2 - THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT - MASERGY COMMUNICATIONS INCdex42.htm
EX-4.3 - WARRANT ISSUED TO VENTURE LENDING AND LEASING III, LLC - MASERGY COMMUNICATIONS INCdex43.htm
EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - MASERGY COMMUNICATIONS INCdex31.htm
EX-4.4 - WARRANT ISSUED TO COMERICA BANK DATED MARCH 10, 2005 - MASERGY COMMUNICATIONS INCdex44.htm
EX-10.2 - AMENDED AND RESTATED 2001 STOCK OPTION/STOCK ISSUANCE PLAN - MASERGY COMMUNICATIONS INCdex102.htm
EX-10.3 - 2010 INCENTIVE COMPENSATION PLAN - MASERGY COMMUNICATIONS INCdex103.htm
EX-10.1 - FORM OF INDEMNIFICATION AGREEMENT - MASERGY COMMUNICATIONS INCdex101.htm
EX-10.2C - FORM OF STOCK PURCHASE AGREEMENT - MASERGY COMMUNICATIONS INCdex102c.htm
EX-10.2A - FORM OF NOTICE OF STOCK OPTION GRANT - MASERGY COMMUNICATIONS INCdex102a.htm
EX-10.2B - FORM OF STOCK OPTION AGREEMENT - MASERGY COMMUNICATIONS INCdex102b.htm
EX-10.6 - EMPLOYMENT AGREEMENT WITH ROYCE HOLLAND - MASERGY COMMUNICATIONS INCdex106.htm
EX-21.1 - SUBSIDIARIES OF THE REGISTRANT - MASERGY COMMUNICATIONS INCdex211.htm
EX-10.9 - EMPLOYMENT AGREEMENT WITH TIM NARAMORE - MASERGY COMMUNICATIONS INCdex109.htm
EX-10.7 - EMPLOYMENT AGREEMENT WITH CHRIS MACFARLAND - MASERGY COMMUNICATIONS INCdex107.htm
EX-10.8 - EMPLOYMENT AGREEMENT WITH ROBERT BODNAR - MASERGY COMMUNICATIONS INCdex108.htm
EX-23.1 - CONSENT OF GRANT THORNTON LLP - MASERGY COMMUNICATIONS INCdex231.htm
EX-10.4 - EMPLOYEE STOCK PURCHASE PLAN - MASERGY COMMUNICATIONS INCdex104.htm
EX-10.5 - OFFICE LEASE AGREEMENT - MASERGY COMMUNICATIONS INCdex105.htm
EX-10.10 - EMPLOYMENT AGREEMENT WITH JOHN DUMBLETON - MASERGY COMMUNICATIONS INCdex1010.htm
EX-10.11B - SEVERANCE AGREEMENT WITH SCOTT STRICKLIN - MASERGY COMMUNICATIONS INCdex1011b.htm
EX-10.11A - OFFER LETTER TO SCOTT STRICKLIN - MASERGY COMMUNICATIONS INCdex1011a.htm
EX-4.5 - WARRANT ISSUED TO COMERICA BANK DATED MAY 1, 2006 - MASERGY COMMUNICATIONS INCdex45.htm

 

Exhibit 10.2D

ADDENDUM

TO

STOCK OPTION AGREEMENT

The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement (the “Option Agreement”) by and between Masergy Communications, Inc. (the “Corporation”) and              (“Optionee”) evidencing the stock option (the “Option”) granted on this date to Optionee under the terms of the Corporation’s 2001 Stock Option/Stock Issuance Plan (as amended).

All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to them in the applicable Option Agreement for the Option subject to this Addendum.

ACCELERATION UPON

CORPORATE TRANSACTION

1. Section 6(a) of the Option Agreement is revised and restated to read in its entirety as follows:

(a) All of the Option Shares subject to this option at the time of a Corporate Transaction but not otherwise vested shall automatically vest and the Corporation’s repurchase rights with respect to those Option Shares shall immediately terminate so that this Option shall, immediately prior to the effective date of the Corporate Transaction, become exercisable for all the Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those Option Shares.

2. Except as modified by this Addendum, all the terms and provisions of the Option Agreement applicable to the Option covered by this Addendum shall remain in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused this Addendum to be executed by its duly-authorized officer as of the Effective Date specified below.

 

MASERGY COMMUNICATIONS, INC.
By:  

 

Title:  

Robert E. Bodnar

Senior Vice President & CFO

Effective Date  

 


 

ADDENDUM

TO

STOCK OPTION AGREEMENT

The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement (the “Option Agreement”) by and between Masergy Communications, Inc. (the “Corporation”) and              (“Optionee”) evidencing the stock option (the “Option”) granted on this date to Optionee under the terms of the Corporation’s 2001 Stock Option/Stock Issuance Plan (as amended), and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to them in the Option Agreement.

INVOLUNTARY TERMINATION FOLLOWING

CORPORATE TRANSACTION

3. To the extent the Option is, in connection with a Corporate Transaction, to be assumed in accordance with Paragraph 6 of the Option Agreement, none of the Option Shares shall vest on an accelerated basis upon the occurrence of that Corporate Transaction, and Optionee shall accordingly continue, over his or her period of Service following the Corporate Transaction, to vest in the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However, upon an Involuntary Termination of Optionee’s Service within twelve (12) months following such Corporate Transaction, all the Option Shares at the time subject to the Option shall automatically vest in full on an accelerated basis so that the Option shall immediately become exercisable for all the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares.

4. For purposes of this Addendum, an Involuntary Termination shall mean the termination of Optionee’s Service by reason of:

(i) Optionee’s involuntary dismissal or discharge by the Corporation for reasons other than for Misconduct, or

(ii) Optionee’s voluntary resignation following (A) a change in Optionee’s position with the Corporation (or Parent or Subsidiary employing Optionee) which materially reduces Optionee’s duties and responsibilities, (B) a reduction in Optionee’s level of compensation (including base salary, fringe benefits and target bonuses under any corporate-performance based incentive programs), or (C) a relocation of Optionee’s place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected by the Corporation without Optionee’s consent.

5. The provisions of Paragraph 1 of this Addendum shall govern the period for which the Option is to remain exercisable following the Involuntary Termination of Optionee’s Service within twelve (12) months after the Corporate Transaction and shall supersede any provisions to the contrary in Paragraph 5 of the Option Agreement.


 

IN WITNESS WHEREOF, the Corporation has caused this Addendum to be executed by its duly-authorized officer as of the Effective Date specified below.

 

MASERGY COMMUNICATIONS, INC.
By:  

 

Title:  

    Robert E. Bodnar

    Senior Vice President & CFO

Effective Date  

 

 

3.