EXHIBIT 10.5
CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
1991 STOCK OPTION PLAN
Incentive Stock Option Agreement for Non-Executive Officers
Cambridge Technology Partners (Massachusetts), Inc. (the "Company"), a Delaware
corporation, hereby grants to the person named below an option to purchase all
or any part of the number of shares of Common Stock, $0.01 par value (the
"Common Stock"), of the Company (the "Option") under and subject to the
Company's 1991 Stock Option Plan (the "Plan"), exercisable on the following
terms and conditions and those set forth on the reverse side of this
certificate. This Option is intended to qualify and shall be treated as an
"incentive stock option" under Section 422(b) of the Internal Revenue Code of
1986, as amended from time to time (the "Code").
Option to Purchase: (Shares) Shares (the "Option Shares") Date of Grant: (Grant Date)
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Granted to (the "Optionee"): (Name) Option Price: (Price)
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Social Security Number: (SSN) Expiration Date: 25% on (Date)
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25% on (Date)
25% on (Date)
25% on (Date)
Vesting Start Date(the "Vesting Start Date"): (Vesting Start Date)
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Vesting Schedule: To vest 25.000% on the one year anniversary of the Vesting
Start Date and an additional 2.083% each month thereafter up
to and including the 48th month so that the Option is fully
vested 48 months after the vesting start date.
By acceptance of this Option, the Optionee agrees to the terms and conditions on
the reverse side of this certificate and in the Plan.
/s/ Xxxxx X. Xxxx
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[LOGO] XXXXX X. XXXX
Cambridge Technology Partners CHIEF EXECUTIVE OFFICER
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Cambridge Technology Partners (Massachusetts), Inc.
Terms And Conditions
1. Plan Incorporated by Reference. This Option is issued pursuant to the terms
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of the Cambridge Technology Partners (Massachusetts), Inc. 1991 Stock Option
Plan, as amended (the "Plan"). Capitalized terms used and not otherwise
defined in this certificate have the meanings given to them in the Plan. This
certificate does not set forth all of the terms and conditions of the Plan,
which are incorporated herein by reference. The Management Resource Committee
of the Board of Directors ("MRC") administers the Plan and its determinations
regarding the operation of the Plan are final and binding. Copies of the Plan
may be obtained upon written request without charge from AST StockPlan, Inc.
000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX, 00000, or on the Knowledge repository
found on the internal Company web site address: xxxx://x0.xxx.xxx/.
2. Option Price. The price to be paid for each share of Common Stock issued
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upon exercise of the whole or any part of this Option is the Option Price set
forth on the face of this certificate.
3. Vesting Schedule. No portion of this Option may be exercised until the date
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on which such portion shall have vested. Except as set forth herein, and
subject to the determination of the Company in its sole discretion to
accelerate the vesting schedule hereunder due to other circumstances and
subject to a reduction in the percentage of Option Shares vesting each month
in the event that the Optionee becomes employed on less than a full-time
basis (such new percentage shall be determined by the Company at the time the
Optionee becomes employed on less than a full time basis and shall be set
forth in a replacement option agreement to be executed at that time), this
Option shall be vested and exercisable with respect to the percentage of the
total number of Option Shares as listed on the vesting and exercise schedule
attached to this certificate.
4. Exercise of Option.
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(a) Optionee may exercise only vested portions of this Option and only in the
following manner. From time to time prior to the earlier to occur of (i)
the termination hereof in accordance with the provisions of this Option,
or (ii) the Expiration Date (as set forth in Paragraph 5 herein) with
respect to a given portion of this Option, the Optionee may give written
notice to the Company of his or her election to purchase some or all of
the Option Shares for which this Option may be exercised at the time of
such notice. Said notice shall specify the number of Option Shares to be
purchased and shall be accompanied (i) by payment therefor in cash and
(ii) by such agreement, statement or other evidence as the Company may
require in order to satisfy itself that the issuance of the Option Shares
being purchased pursuant to such exercise and any subsequent resale
thereof will be in compliance with applicable laws and regulations,
including without limitation all
applicable federal and state securities laws and regulations. This Option
shall not be exercisable for any fractional share.
a Certificates for the Option Shares so purchased will be issued to the
Optionee upon compliance to the satisfaction of the Company with all
requirements under applicable laws or regulations in connection with such
issuance, including without limitation, if said Option Shares have not
been registered under the Securities Act of 1933, as amended (the "Act"),
receipt of a representation from the Optionee upon each exercise of this
Option that the Optionee is purchasing the Option Shares for his or her
own account and not with a view to any resale or distribution thereof,
the legending of any certificate representing said Option Shares, and the
imposition of a stop transfer order with respect thereto, to prevent a
resale or distribution in violation of federal or state securities laws.
Until the Optionee shall have complied with the requirements hereof and
of the Plan, the Company shall be under no obligation to issue the Option
Shares subject to this Option, and the determination of the MRC (as
defined in the Plan) as to such compliance shall be final and binding on
the Optionee. The Optionee shall not be deemed for any purpose to be the
owner of any Option Shares subject to this Option until such Option
Shares shall have been issued in accordance with the foregoing
provisions.
b Notwithstanding any other provision hereof or of the Plan, no portion of
this Option shall be exercisable (i) after its termination in accordance
with the provisions hereof, (ii) after the Expiration Date applicable
thereto (as set forth in Paragraph 5 herein), or (iii) at any time unless
all necessary regulatory or other approvals have been received.
c To the extent that this Option is not exercised in full, it will be
deemed to have been exercised first for any remaining Option Shares in
the Installment (as defined in Paragraph 5 herein) which would otherwise
expire on the next succeeding Expiration Date, then for any remaining
Option Shares in the Installment which would otherwise expire on the
second succeeding Expiration Date and so on, thereby reducing the number
of Option Shares with respect to which this Option will expire on such
Expiration Dates.
5. Expiration Date of Option and Underlying Option Shares. This Option will
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expire and terminate in equal Installments (each, an "Installment") on
the following dates (each, an "Expiration Date"): (a) the date which is
the fifth anniversary of the Vesting Start Date with respect to the
portion of this Option which vests one year after the Vesting Start Date;
(b) the date which is the sixth anniversary of the Vesting Start Date
with respect to the portion of this Option which vests during the period
beginning 13 months after the Vesting Start Date and ending 24 months
after the Vesting Start Date; (c) the date which is the seventh
anniversary of the Vesting Start Date with respect to the portion of this
Option which vests during the period beginning 25 months after the
Vesting Start Date and ending 36 months after the Vesting Start Date; and
(d) the date which is the eighth anniversary of the Vesting Start Date
with respect to the portion of this Option which vests during the period
beginning 37 months after the Vesting Start Date and ending 48 months
after the Vesting Start Date.
6. Termination of Employment. This Option, as to any unexercised portion
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hereof, shall terminate on the date three (3) months after the date on
which the Optionee is no longer employed by the Company or a subsidiary
as defined in the Code (and, except as set forth in clauses (a) and (b)
below, this Option shall not vest with respect to any additional Option
Shares following the date on which the Optionee is no longer employed by
the Company or a subsidiary as defined in the Code); provided, however,
that (a) if such termination of
employment results from the Optionee's permanent and total disability as
defined in Section 22(e)(3) of the Code, this Option may be exercised,
whether or not exercisable at the time of such termination, until the
date twelve (12) months after such termination, or until the applicable
Expiration Date with respect to any particular portion of this Option (as
set forth in Paragraph 5 herein), whichever first occurs, and (b) if such
termination of employment results from the Optionee's death, this Option
may be exercised, whether or not exercisable at the time of such
termination, by the Optionee's executors or administrators within twenty-
four (24) months thereafter, or until the applicable Expiration Date with
respect to any particular portion of this Option (as set forth in
Paragraph 5 herein), whichever first occurs. No Option will confer upon
the Optionee any right to continued employment by the Company or any
subsidiary of the Company, nor will it interfere in any way with the
Optionee's right or the Company's or any such subsidiary's right to
terminate, or otherwise modify the terms of, the Optionee's employment at
any time.
7. Transferability. Except as otherwise permitted by the Plan, each of this
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certificate and this Option is personal to the Optionee, is non-
assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or by the laws of descent and distribution,
is exercisable, during the Optionee's lifetime, only by the Optionee.
8. Effect of Certain Transactions. If the Company is merged into another
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entity, or if one or more entities is merged into the Company or there is
a consolidation of the Company and one or more entities and, in any such
case, the shares of Common Stock are converted into cash, securities or
other property other than shares of Common Stock, or if the Company is
liquidated, or sells or otherwise disposes of substantially all its
assets to another entity while unexercised Options remain outstanding
under the Plan, then: (i) subject to the provisions of clause (iii)
below, this Option will terminate as of the effective date of any such
merger, consolidation, liquidation or sale, provided that (x) notice of
such termination shall be given to the Optionee and (y) the Optionee
shall have the right to exercise this Option to the extent that it is
then exercisable, during the 15-day period preceding the effective date
of such merger, consolidation, liquidation or sale, contingent upon the
consummation of such merger, consolidation, liquidation or sale,
provided, however, that in no event shall any portion of this Option be
exercisable after the Expiration Date applicable to such portion; (ii)
the MRC, with the approval of the Board of Directors of the Company, may
in its discretion accelerate the time for exercise of any unexercised and
unexpired portion of this Option, including the then unvested portion of
this Option, to and after a date prior to the effective date of such
merger, consolidation, liquidation or sale specified by the MRC, and
(iii) the MRC, with the approval of the Board of Directors of the
Company, may provide that after the effective date of such merger,
consolidation or sale (x) this Option shall survive and the Optionee
shall be entitled, upon exercise of this Option, to receive, in lieu of
shares of Common Stock, shares of stock or other securities as the
holders of shares of Common Stock received pursuant to the terms of the
merger, consolidation or sale or (y) this Option shall terminate and the
Optionee shall be entitled to receive, in lieu of shares of Common Stock,
cash in an amount per Option Share equal to the consideration per share
of Common Stock received pursuant to the terms of the merger,
consolidation or sale less the Option Price.
9. Tax Withholding. The Optionee shall, not later than the date as of which
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the exercise of this Option or disposition of Option Shares becomes a
taxable
event for Federal income tax purposes, pay to the Company
or make arrangements satisfactory to the MRC for payment of any
Federal, state, and local taxes required by law to be withheld
10. Notice to Company of Disqualifying Disposition. If this Option is
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intended to be an incentive stock option under the Plan set forth on the
face of this certificate, by acceptance hereof, the Optionee agrees
to notify the Company in writing immediately after he or she makes a
Disqualifying Disposition (as described in Sections 421, 422 and 424 of
the Code and regulations thereunder) of any stock acquired pursuant to
the exercise of incentive stock options under the Plan. A Disqualifying
Disposition is generally any disposition occurring within two years of
the date the incentive stock option was granted or within one year of the
date the incentive stock option was exercised, whichever period ends
later. Such notice shall be mailed or delivered to the Company at its
principal place of business.
11. Representations. By acceptance of this Option, the Optionee agrees,
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acknowledges and understands that a purchase of shares under this Option
will not be made with a view to their distribution, as that term is used
in the Act unless, in the opinion of counsel to the Company such
distribution is in compliance with or exempt from the registration and
prospectus requirements of the Act, and the Optionee agrees to sign a
certificate to such effect at the time of exercising this option and
agrees that the certificate for the shares so purchased may be inscribed
with a legend to ensure compliance with the Act.
