EXHIBIT 10.99
Grant Number: [NUMBER]
Date of Xxxxx: [DATE]
XXX RESEARCH CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
Xxx Research Corporation, a Delaware corporation (the "Company"), has
granted to, [FIRSTNAME] [MIDDLENAME] [LASTNAME] Employee ID# [ID] (the
"Optionee"), an option (the "Stock Option") to purchase a total of [SHARES]
SHARES of common stock of the Company, par value $.001 per share (the "Common
Stock"), at the price determined as provided herein, and in all respects subject
to the terms, definitions and provisions of the 1997 Stock Option Plan (the
"Plan") adopted by the Company, which is incorporated herein by reference. The
terms defined in the Plan shall have the same defined meanings herein.
1. Nature of the Option. This Stock Option is intended by the Company and
the Optionee to be a nonstatutory stock option, and does not qualify for any
special tax benefits to the Optionee. This Stock Option is not an Incentive
Stock Option.
2. Exercise Price. The exercise price is $[PRICE] for each share of
Common Stock granted under the Stock Option.
3. Exercise of Stock Option. Subject to section 6 below, this Stock
Option shall vest and become exercisable during its term, in accordance with the
provisions of Section 6 of the Plan, as follows:
(i) Right to Exercise.
(a) Subject to subsections 3(I)(b) and (c) below:
[SHARES1] of the shares shall vest and become exercisable on
[DATE1];
[SHARES2] of the shares shall vest and become exercisable on
[DATE2];
[SHARES3] of the shares shall vest and become exercisable on
[DATE3];
[SHARES4] of the shares shall vest and become exercisable on
[DATE4];
such that all shares available under the option are vested
and exercisable no later than [DATE4].
(b) This Stock Option may not be exercised for a fraction of a
share.
(c) In the event of Optionee's death, disability or other
termination of employment or consulting relationship, the
vesting and exercisability of the Shares is governed by
Sections 6, 7 and 8 below.
(ii) Method of Exercise. This Stock Option shall be exercisable by
written notice which shall state the election to exercise the
Stock Option, the number of Shares in respect of which the Stock
Option is being exercised, and such other representations and
agreements as to the Optionee's investment intent with respect to
such shares of Common Stock as may be required by the Company
pursuant to the provisions of the Plan. Such written notice shall
be signed by the Optionee and shall be delivered in person or by
certified mail to the Treasurer of the Company or the designated
Administrator of the Plan. The written notice shall be
accompanied by payment of the exercise price. This Stock Option
shall be deemed exercised upon receipt by the Company of such
written notice accompanied by payment of the exercise price.
No Shares will be issued pursuant to the exercise of this Stock
Option, unless such issuance and such exercise shall comply with
all relevant provisions of law, the requirements of any stock
exchange upon which the Shares may then be listed, and any
withholdings or other fees or deductions with respect to
applicable taxes. Assuming such compliance, the Shares shall be
considered transferred to the Optionee on the date on which the
Stock Option is exercised with respect to such Shares.
4. Method of Payment. Unless otherwise determined by the Administrator in
accordance with Section 6 or otherwise of the Plan, payment of the exercise
price shall be made by cash or cash equivalent.
5. Restrictions on Exercise. This Stock Option may not be exercised if
the issuance of Shares upon exercise or the method of payment of consideration
for such Shares would constitute a violation of any applicable federal or state
securities or other law or regulation, including any rule under Part 207 of
Title 12 of the Code of Federal Regulations ("Regulation G"), as promulgated by
the Federal Reserve Board. As a condition to the exercise of this Stock Option,
the Company may require Optionee to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
6. Termination of Status as an Employee or Consultant. If Optionee's
services to the Company cease or are terminated for any reason (whether
voluntary or involuntary, or whether for or without cause), such that Optionee
is no longer eligible under Section 5 to participate in the Plan, Optionee may,
but only within ninety (90) days after the date such services cease or are
terminated , exercise this Stock Option to the extent that the Shares had vested
and Optionee was entitled to exercise the Shares at the date such services
ceased or were terminated. To the extent that certain Shares had not vested or
Optionee was not entitled to exercise this Stock Option at the date such
services ceased or were terminated, or if Optionee does not exercise this Stock
Option within the time specified herein, the Stock Option shall terminate.
7. Disability of Optionee. Notwithstanding the provisions of Section 6
above, if Optionee is unable to continue or complete the employment, consulting
or other relationship with the Company as a result of a Disability, Optionee
may, but only within six (6) months from the date of the discontinuance of the
employment, consulting or other relationship, exercise the Stock Option to the
extent Optionee was entitled to exercise it at the date of such discontinuance
of employment, consulting or other relationship. To the extent that the Shares
had not vested or Optionee was not entitled to exercise the Stock Option at the
date of discontinuance of employment, consulting or other relationship, or if
Optionee does not exercise this Stock Option within the time specified herein,
the Stock Option shall terminate.
8. Death of Optionee. In the event of the death of Optionee:
(i) If, at the time of death, the Optionee was an employee or
consultant of the Company and had been in continuous status as an
employee or consultant since the date of grant of the Stock
Option, the Stock Option may be exercised at any time within six
(6) months following the date of death by the personal
representative of the Optionee's estate or by a person to whom
the Stock Option was transferred pursuant to the Optionee's will
or in accordance with the laws of descent and distribution, but
only to the extent the Stock Option would have vested and the
right to exercise would have accrued as of the date of Optionee's
death; or
(ii) If the Optionee were to die within thirty (30) days, or such
other period of time not exceeding three (3) months as may be
determined by the Board, of discontinuance of Optionee's
continuous status as an employee or consultant, the Stock Option
may be exercised at any time within six (6) months following the
date of death, by Optionee's estate or by a person to whom the
Stock Option was transferred pursuant to the Optionee's will or
in accordance with the laws of descent and distribution, but only
to the extent the Option had vested and the right to exercise had
accrued as of the date of Optionee's death.
9. Non-Transferability of Option. Unless otherwise determined by the
Administrator , this Stock Option may not be transferred in any manner,
otherwise than by will or by the laws of descent or distribution, and may be
exercised only by Optionee and during his or her lifetime (except as provided in
Section 8, above). The terms of this Stock Option shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee.
10. Term of Option. This Stock Option may not be exercised more than seven
(7) years from the date of grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Stock Option.
11. Taxation Upon Exercise of Option. Optionee understands that,
generally, upon exercise of this Stock Option he or she will recognize income
for tax purposes in an amount equal to the excess of the then fair market value
of the Shares over the exercise price. The Company will be required to withhold
tax from Optionee's current compensation with respect to such income. To the
extent that Optionee's current compensation is insufficient to satisfy the
withholding, the Company may require the Optionee to make a cash payment to
cover such withholding as a condition of exercise of this Stock Option. If
Optionee is subject to Section 16 of the Securities Exchange Act of 1934, his or
her taxation may be deferred past the date of exercise unless an election under
Section 83(b) of the Internal Revenue Code is filed with the Internal Revenue
Service within thirty (30) days of the date of exercise.
XXX RESEARCH CORPORATION
(a Delaware corporation)
By:
-----------------------------------------
Title:
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION
3 HEREOF IS EARNED ONLY BY CONTINUING SERVICES OR EMPLOYMENT AT THE WILL OF THE
COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS STOCK OPTION OR
ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS
STOCK OPTION, THE PLAN TERMS AND CONDITIONS WHICH ARE INCORPORATED HEREIN AND
MADE A PART HEREOF BY REFERENCE, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE, CONSULTANT OR OTHERWISE WITH OR
BY THE COMPANY FOR THE VESTING PERIOD OR FOR ANY PERIOD OR AT ALL, AND SHALL NOT
INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S
EMPLOYMENT OR CONSULTANT OR OTHER RELATIONSHIP AT ANY TIME, FOR ANY REASON, WITH
OR WITHOUT CAUSE. Optionee acknowledges an opportunity to review the Plan in its
entirety, a copy of which is incorporated herein by reference, and represents
that Optionee is familiar with the terms and provisions thereof, and hereby
accepts this Stock Option subject to all of the terms and provisions thereof.
The Plan and the Nonstatutory Stock Option Agreement represent the entire
agreement between the Company and Optionee with respect to the subject matter
hereof. Optionee has had an opportunity to obtain the advice of counsel prior to
executing this Stock Option and fully understands all provisions of the Stock
Option. Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator regarding any questions
arising under the Plan.
------------------------------------------------
SIGNATURE OF [FIRSTNAME] [MIDDLENAME] [LASTNAME]
------------------------------------------------
PRINTED NAME
------------------------------------------------
DATE
