EXHIBIT 99.3
XXXXXX CORPORATION
1998 STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
(For Non-Employee Directors)
Pursuant to the Xxxxxx Corporation 1998 Stock Incentive Plan (the "Plan"),
Xxxxxx Corporation (the "Company") hereby grants to
_____________________________ (the "Optionee"), a non-qualified stock option
(the "Stock Option") to purchase __________ shares of capital stock of the
Company (the "Capital Stock") at the price of $____________ per share, subject
to the terms of this Agreement. The Stock Option is granted as of
_____________________________________ (the "Grant Date").
1. Timing of Exercise. The Stock Option is immediately exercisable on the
Grant Date in whole or in part by the Optionee. The Stock Option shall remain
exercisable by the Optionee (or, in the case of the death of the Optionee, his
or her designated beneficiary) until the tenth anniversary of the Grant Date,
regardless of whether the Optionee continues to be a Director of the Company.
2. Manner of Exercise. The Stock Option may be exercised in whole or in
part by giving written notice of exercise to the Company specifying the number
of shares to be purchased. Payment of the purchase price may be made by one or
more of the following methods:
(a) In cash, by certified or bank check or other instrument acceptable
to the Company;
(b) In the form of shares of Capital Stock (either actually or by
attestation) that the Optionee has beneficially owned for more than
six months and that are not then subject to restrictions under any
Company plan. Such surrendered or attested shares shall be valued at
Fair Market Value (as defined in the Plan) on the exercise date; or
(c) Delivery by a broker of cash, a certified or bank check or other
instrument payable and acceptable to the Company to pay the Stock
Option purchase price; provided that in the event the Optionee chooses
to pay the Stock Option purchase price as so provided, the Optionee
and the broker shall comply with such procedures and enter into such
agreements of indemnity and such other agreements as the Company shall
prescribe as a condition of such payment procedure. Payment
instruments will be received subject to collection.
Ownership of shares of Capital Stock to be purchased pursuant to the
exercise of the Stock Option will be contingent upon receipt from the Optionee
(or a purchaser acting in his or her stead in accordance with the provisions of
this Agreement) by the Company of the full purchase price for such shares and
the fulfillment of any other requirements contained in this Agreement or
applicable provisions of law. In the event the Optionee chooses to pay the
purchase price by previously-owned shares of Capital Stock through the
attestation method, only the net amount of shares shall be issued.
3. Stock Option Transferable in Limited Circumstances. The Stock Option may
be transferred to a family member, trust or charitable organization to the
extent permitted by applicable law; provided that the transferee agrees in
writing with the Company to be bound by the terms of this Agreement and the
Plan. Except as permitted in the preceding sentence, the Stock Option is not
transferable otherwise than by will or by the laws of descent and distribution,
and shall be exercisable during the Optionee's lifetime only by the Optionee.
4. Stock Option Shares. The shares to be issued under the Plan are shares
of the Capital Stock of the Company as constituted as of the date of this
Agreement, subject to adjustment as provided in Section 3(b) of the Plan.
5. Rights as a Stockholder. The Optionee shall have the rights of a
stockholder only as to shares of Capital Stock acquired upon exercise of a Stock
Option and not as to any shares of Capital Stock covered by unexercised Stock
Options. Except as otherwise expressly provided in the Plan, no adjustment shall
be made for dividends or other rights for which the record date is prior to the
date such shares are acquired.
6. Tax Status. The Stock Option is not intended to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code of 1986, as amended.
7. The Plan. The Stock Option is subject in all respects to the terms,
conditions, limitations and definitions contained in the Plan. In the event of
any discrepancy or inconsistency between this Agreement and the Plan, the terms
and conditions of the Plan shall control.
8. No Obligation to Exercise Stock Option. The grant and acceptance of the
Stock Option imposes no obligation on the Optionee to exercise it.
9. Notices. Notices hereunder shall be mailed or delivered to the Company
at its principal place of business and shall be mailed or delivered to the
Optionee at the address on file with the Company or, in either case, at such
other address as one party may subsequently furnish to the other party in
writing.
10. Governing Law. This Agreement and the Stock Option shall be governed by
the laws of the Commonwealth of Massachusetts.
11. Beneficiary Designation. The Optionee hereby designates the following
person(s) as the Optionee's beneficiary(ies) to whom shall be transferred any
rights under the Stock Option which survive the Optionee's death. If the
Optionee names more than one primary beneficiary and one or more of such primary
beneficiaries die, the deceased primary beneficiary's interest will be
apportioned among any surviving primary beneficiaries before any contingent
beneficiary receives any amount, unless the Optionee indicates otherwise in a
signed and dated additional page. The same rule shall apply within the category
of contingent beneficiaries. Unless the Optionee has specified otherwise herein,
any rights which survive the Optionee's death will be divided equally among the
Optionee's primary beneficiaries or contingent beneficiaries, as the case may
be.
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PRIMARY BENEFICIARY(IES)
(Please Print)
Name % Address
---- - -------
(a)
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(b)
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(c)
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CONTINGENT BENEFICIARY(IES)
(Please Print)
Name % Address
---- - -------
(a)
------------------------------- ---- ----------------------------
(b)
------------------------------- ---- ----------------------------
(c)
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In the absence of an effective beneficiary designation, the Optionee
acknowledges that any rights under the Stock Option which survive the Optionee's
death shall be rights of his or her estate.
12. Designation of Principal Residence. To facilitate compliance with
applicable securities laws, the Optionee hereby designates the following address
as his or her principal residence. The Optionee hereby agrees to notify the
Company in writing if the Optionee changes his or her principal residence.
(Please print)
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Street Name Apt. #
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City State Zip Code
This Agreement is to be executed in duplicate.
XXXXXX CORPORATION
By:
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The undersigned hereby acknowledges receipt of the foregoing Stock Option
and agrees to its terms and conditions:
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Optionee
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