EXHIBIT 99.3
NONSTATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into as of January ____, 1994,
between Colorado MEDtech, Inc., a Colorado corporation (the "Company"), and
_____________________________________________________________ ("Employee").
WHEREAS, the Company, as an incentive to Employee and to increase
Employee's proprietary interest in the Company, desires to make available to
Employee a nonstatutory option to purchase shares of the Common Stock of the
Company;
NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter contained, and for other good and valuable consideration, the
parties agree as follows:
x. XXXXX OF OPTION. This option is granted pursuant to, and is subject
to the terms and conditions of a subscription letter from Employee to the
Company, dated January ____, 1994. Pursuant to such letter, the Company hereby
grants to Employee the right and option (hereinafter referred to as "the
option") to purchase ___________________________ shares of the Company's Common
Stock ("Shares"). Subject to these provisions, each portion of the vested
option shall be exercisable for five (5) years after the date of this Agreement.
The purchase price to be paid for such Common Shares upon exercise of the option
shall be $________ per share, which represents the average of the closing bid
and ask prices of the Common Stock as reported by NASDAQ for the five trading
days prior to receipt of subscription, payable in cash upon subscription.
2. VESTING. One-twelfth (1/12) of the option shall become vested on
February 1, 1994, and may be exercised immediately. The unvested portion of the
option shall vest one-twelfth (1/12) per month, as of the first day of each of
the eleven (11) months after February 1994, commencing March 1, 1994, SUBJECT,
as of each of such vesting dates, to the continued employment by the Company of
Employee, and PROVIDED, that, in the event Employee is terminated by the Company
without cause (where cause means reasonably justifiable termination, based on
performance factors) the unvested portion of this option, if any, shall
immediately vest.
3. METHOD OF EXERCISING OPTION. The option may be exercised, in whole at
any time or in part from time to time, by giving to the Company notice in
writing to that effect. Within thirty (30) days after the receipt by the
Company of notice of exercise of the option and upon due satisfaction of all
conditions pertaining to the option as set forth in this Agreement, the Company
shall cause certificates for the number of Shares with respect to which the
option is exercised to be issued in the name of Employee, or Employee's
executors, administrators, or other legal representatives, heirs, legatees, next
of kin, or distributees, and to be delivered to Employee or Employee's
executors, administrators, or other legal representatives, heirs, legatees, next
of kin, or distributees. Payment of the purchase price for the shares with
respect to which the option is exercised shall be made to the Company upon the
delivery of such stock, together with revenue stamps or checks in an amount
sufficient to pay any stock transfer taxes required on such delivery. The
Company shall give the person or persons entitled to the same
at least five (5) days' notice of the time and place for delivery and for the
payment of such purchase price.
4. CONDITIONS OF OPTION. The option herein granted to Employee shall not
be transferable by Employee other than by will or the laws of descent and
distribution, without the Company's written consent.
5. REPRESENTATION AS TO INVESTMENT. The exercise of such option and the
delivery of the Shares subject to the option will be contingent upon the Company
being furnished by Employee, Employee's legal representatives, or other persons
entitled to exercise such option with a statement in writing, in substantially
the form attached as Exhibit A hereto, that at the time of such exercise it is
Employee's or their intention to acquire the Shares being purchased solely for
investment purposes and not with a view to distribution.
6. REGISTRATION RIGHTS. Employee shall have registration rights with
respect to Shares acquired upon exercise of this option under a Registration
Rights Agreement in the form of Exhibit B attached hereto.
7. NOTICES. Any notice to be given by Employee as required by this
Agreement shall be sent to the Company at its principal executive offices and
any notice from the Company to Employee shall be sent to Employee at Employee's
address as it appears on the Company's books and records. Either party may
change the address to which notices are to be sent by informing the other party
in writing of the new address.
8. RESTRICTION AGAINST ASSIGNMENT. Except as otherwise expressly
provided above, Employee agrees on behalf of Employee and of Employee's
executors and administrators, heirs, legatees, distributees, and any other
person or persons claiming any benefits under Employee by virtue of this
Agreement, that this Agreement and the rights, interests, and benefits under it
shall not be assigned, transferred, pledged, or hypothecated in any way by
Employee or any executor, administrator, heir, legatee, distributee, or other
person claiming under Employee by virtue of this Agreement. Such rights,
interest, or benefits shall not be subject to execution, attachment, or similar
process. Any attempted assignment, transfer, pledge or hypothecation, or other
disposition of this Agreement or of such rights, interests, and benefits
contrary to the preceding provisions, or the levy of any attachment or similar
process thereupon, shall be null and void and without effect.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
its corporate name by its duly authorized corporate officers, and Employee has
hereunto set Employee's hand, as of the day and year first above written.
ATTEST: COLORADO MEDTECH, INC.
By: By:
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Xxxxx X. Xxxxxxx, Xxxx X. Xxxxxxxxx, President
Secretary
EMPLOYEE
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