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EXHIBIT 4.7
INFORMATION RESOURCE ENGINEERING, INC.
INCENTIVE STOCK OPTION AWARD AGREEMENT
(Date)
(Name and Address)
Dear ,
The Compensation Committee of the Board of Directors of Information
Resource Engineering, Inc. (the "Company") has granted to you on the date
indicated above an Incentive Stock Option (the "Option") to purchase shares
of the Common Stock, par value $.01 per share, of the Company (the "Common
Stock") at an exercise price of $ per share.
1. Acceptance of Incentive Stock Option Award Agreement
Your execution of this Incentive Stock Option Award Agreement (the "Option
Agreement") indicates your acceptance of and your willingness to be bound by its
terms. It imposes no obligation upon you to purchase any of the shares subject
to your Option. Your obligation to purchase shares arises only upon your
exercise of the Option in the manner set forth in paragraph 3 hereof.
2. Time of Exercise
The Option granted to you hereunder may be exercised, on a cumulative
basis, as to percent ( %) of the total number of shares covered hereby
per year commencing from the date of the grant of the Option hereunder, until
the expiration of the Option; provided, however, that this Option may not be
exercised as to less than 100 shares at any one time. This Option expires on
whether or not it has been duly exercised, unless sooner terminated as provided
in paragraphs 6,7,8 and 10 hereof.
3. Method of Exercise
This Option shall be exercisable by a written notice signed by you and
delivered to the Company at its principal executive offices, attention of the
Treasurer of the Company, signifying your election to exercise the Option, and
accompanied by cash or a certified check to the order of the Company for the
full purchase price of the shares being purchased. The notice, which must be
substantially in the form annexed hereto as Appendix "A", must state the number
of shares of Common Stock as to which your Option is being exercised. If notice
of the exercise of this Option is given by a person or persons other than you,
the Company may require, as a condition to the exercise of the Option, the
submission to the Company of appropriate proof of the right of such person or
persons to exercise the Option.
4. Issuance of Certificates upon Exercise of Option
Certificates representing the shares of the Common Stock for which payment
is made upon exercise of this Option shall be issued as soon as practicable.
Until the issuance of the certificate for
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such shares, you or such other person as may be entitled to exercise this
Option, shall have none of the rights of a stockholder with respect to the
shares subject to this Option.
5. Investment Covenant
You represent and agree that as a condition to the exercise of this Option,
the shares of Common Stock of the Company that you acquire under this Option
will be purchased for investment and not with a view for distribution or resale,
unless counsel for the Company is then of the opinion that such a representation
is not required under Securities Act of 1933, as amended, (the "Act") or any
other applicable law, regulation or rule of any governmental agency.
6. Termination of Employment
If your employment with the Company (or a subsidiary thereof) is terminated
for retirement or any reason, other than by permanent and total disability or
death, you may exercise this Option within ninety (90) days of the date of
termination to the extent this Option was exercisable on the date of
termination; provided, however, that such exercise must occur not later than
. If the Option is not exercised within the time specified herein, the
Option shall terminate.
7. Permanent and Total Disability
If your employment with the Company (or a subsidiary thereof) is terminated
by reason of your disability, you may exercise this Option within one year from
the date of termination due to disability to the extent this Option was
exercisable on the date of termination; provided, however, that such exercise
must occur not later than . If the Option is not exercised within the
time specified herein, the Option shall terminate.
8. Death
If you die while employed by the Company (or a subsidiary thereof), or die
within three months after termination of your employment for any reason except
permanent and total disability, or die within one year after termination of your
employment for reason of permanent and total disability, this Option may be
exercised by the person or persons to whom your rights under this Option
Agreement are transferred by will or by the laws of descent and distribution
within one year from the date of your death to the extent this Option was
exercisable on the date of your death; provided, however, that such exercise
must occur not later than . If the Option is not exercised within the
time specified herein, the Option shall terminate.
9. Non-Transferability of Option
This Option shall not be transferable or assignable except by will or the
laws of descent and distribution, and may be exercised during your lifetime only
by you.
10 Adjustments upon Certain Changes in Capitalization
The number of shares of Common Stock as well as the exercise price per
share of Common Stock cover by this Option Agreement shall be proportionally
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of
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consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been effected
without receipt of consideration.
In the event of the proposed dissolution or liquidation of the Company, the
Option will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided. The Company may, in the exercise of its sole
discretion in such instances, declare that the Option Agreement shall terminate
as of a date fixed by it and give you the right to exercise this Option as to
all or any part of the Common Stock, including shares as to which the Option
would not otherwise be exercisable. In the event that the outstanding shares of
Common Stock are hereafter changed into or exchanged for a different number or
kind of shares of stock or securities of another corporation, whether as a
result of a reorganization, recapitalization, reclassification, merger,
consolidation or otherwise, as in the event of a proposed sale of all or
substantially all of the assets of the Company, the Option shall be assumed or
an equivalent Option shall be substituted by such successor corporation or a
parent or subsidiary of such successor corporation, unless the Company
determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, that you shall have the right to exercise the Option
as to all or any part of the Common Stock, including shares as to which the
Option would not otherwise be exercisable. If the Company makes the Option fully
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Company shall notify you that the Option shall be fully
exercisable for a period of thirty (30) days from the date of such notice (but
not later than the expiration date, , of the Option), and the Option will
terminate upon the expiration of such period.
In the event that there is a change in the vesting schedule as a result of
the above paragraph, the Option will no longer be an Incentive Stock Option.
Instead this Option will become a Nonstatutory Option and you will be required
to recognize ordinary income in an amount equal to the amount by which the fair
market value of the shares of Common Stock on the date of exercise exceeds the
exercise price of the Option. In addition, you will be required to pay at the
time of exercise any Federal, state or local income taxes that may be payable as
a result of the exercise.
INFORMATION RESOURCE ENGINEERING, INC.
BY:
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Secretary & Treasurer
AGREED TO AND ACCEPTED
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Date Signature
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APPENDIX "A"
FORM OF NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION
(Name and Address of Optionee)
(Date)
Information Resource Engineering, Inc.
Attention: Treasurer
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Dear Sirs:
In accordance with the terms of the Incentive Stock Option Agreement
between Information Resource Engineering, Inc. (the "Company") and the
undersigned dated , I hereby elect to exercise said option to purchase
shares of the Company's Common Stock at the exercise price of $ per
share. In connection therewith, enclosed is a certified check in the amount of
$ payable to the Company.
My social security number is .
Please have a stock certificate(s) issued in the denomination(s) of .
Yours truly,
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(Signature)
