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EXHIBIT 4.8
INFORMATION RESOURCE ENGINEERING, INC.
NONSTATUTORY STOCK OPTION AWARD AGREEMENT
(Date)
(Name and Address)
Dear ,
The Board of Directors of Information Resource Engineering, Inc. (the
"Company") has granted to you on the date indicated above a Nonstatutory 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 Nonstatutory Stock Option Award Agreement
Your execution of this Nonstatutory 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 ( %) 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 and any Federal, state or
local income taxes required to be paid. 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 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.
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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 (the "Act") or any other applicable
law, regulation or rule of any governmental agency.
6. Termination of Service as A Director
If you cease to be a director, (i) by virtue of a voluntary resignation,
you may exercise this Option within ninety (90) days of the date of resignation
to the extent this Option was exercisable on that date; or (ii) as a result of a
failure to be reappointed as a director in any election of the Company's
shareholders, you may exercise this Option any time during the remainder its
term to the extent this Option was exercisable on that date; 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 cease to be a director by reason of your permanent and total
disability, you may exercise this Option within one year from the date of
resignation due to disability to the extent this Option was exercisable on that
date; 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 serving as a director, or die within three months after
voluntarily resigning as a director, or die within one year after resigning 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, but in no event 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 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.
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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.
INFORMATION RESOURCE ENGINEERING, INC.
BY:
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Xxxxx X. Xxxxxxxxx
Secretary & Treasurer
AGREED TO AND ACCEPTED
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Date Signature
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APPENDIX "A"
FORM OF NOTICE OF EXERCISE OF NONSTATUTORY STOCK OPTION
(Name and Address of Optionee)
(Date)
Information Resource Engineering, Inc.
Attention: Treasurer
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Dear Sirs:
In accordance with the terms of the Nonstatutory 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 which includes $ in payment of the option
exercise price and $ in payment of the applicable Federal, state and local
income taxes that are due as a result of the exercise of this option. If
addition income taxes are due, please advise and I will immediately pay same
before any stock certificates are issued.
My social security number is .
Please have a stock certificate(s) issued in the denomination(s) of .
Yours truly,
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(Signature)
