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EXHIBIT 99.4
1996 CREDIT MANAGEMENT SOLUTIONS, INC.
NON-QUALIFIED STOCK OPTION PLAN AGREEMENT
_______________________, Optionee:
The option set forth herein is being granted by Credit Management
Solutions, Inc. (the "Company") pursuant to the 1996 Credit Management
Solutions, Inc. Non-Qualified Stock Option Plan (the "Plan").
The Company, has of the __th day of _________, 1996 (the "Effective
Date"), granted to you an option to purchase shares of the common stock of the
Company, par value $.01 per share ("Common Stock"). This option is not intended
to qualify as an "incentive stock option" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
The details of your option are as follows:
1. (a) The total number of shares subject to this option is
___________________ (__________) (the "Option Shares").
(b) Subject to the foregoing and the limitations contained
herein, this option shall vest and be exercisable as follows:
(i) 10% or __________ of the Option Shares shall
vest and be exercisable immediately;
(ii) 20% or __________ of the Option Shares shall
vest and be on and after December 15, 1997;
(iii) 20% or __________ of the Option Shares shall
vest and be exercisable on and after December
15, 1998;
(iv) 20% or __________ of the Option Shares shall
vest and be exercisable on and after December
15, 1999;
(v) 20% or __________ of the Option Shares shall
vest and be exercisable on and after December
15, 2000; and
(vi) 10% or __________ of the Option Shares shall
vest and be exercisable on and after December
15, 2001.
(c) An appropriate and proportionate adjustment shall be
made in the number and kind of Option Shares and in the exercise price per share
in the event the outstanding shares of the Common Stock of the Company are
increased, decreased or changed into, or exchanged for, a different number or
kind of shares or securities of the Company, without receipt of consideration by
the Company, through merger, consolidation, recapitalization, reorganization,
reclassification, stock split, stock dividend, combination of shares or similar
event. Any such adjustment, however, in an outstanding option shall be made
without change in the total price applicable to the unexercised portion of this
option but with a corresponding adjustment in the price for each share subject
to the option. An appropriate adjustment shall be made in the exercise price per
share of Option Shares in the event such adjustment is deemed appropriate as a
result of the Securities and Exchange Commission's review of the Company's
initial Registration Statement covering shares of Common Stock filed under the
Securities Act of 1933.
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as amended. Adjustments under this section shall be made by the Board of
Directors whose determination as to what adjustments shall be made, and the
extent thereof, shall be final and conclusive.
2. (a) The exercise price of this option is ___________dollars
($_____) per share.
(b) The exercise price per share shall be paid upon exercise
of all or any part of each installment which has become exercisable by you at
the time the option is exercised in cash or by a check payable to the order of
the Company. In the sole and absolute discretion of the Company, the Company may
accept a promissory note or other shares of Common Stock in partial or full
payment of the purchase price of Common Stock being acquired pursuant to
exercise of this option. In the event such Common Stock is accepted as payment,
such Common Stock shall be valued at its then current fair market value.
3. The minimum number of shares with respect to which this option
may be exercised at any one time is one hundred (100). However, in the event
that at any time there are less than one hundred (100) shares that may be
acquired at such time through exercise of this option, the number of shares
that may be acquired through option exercise at such time shall be the minimum
number of shares.
4. The Company may require the Optionee or any person to whom an
option is transferred under paragraph 7, as a condition of exercising the
option, to give written assurance satisfactory to the Company stating that such
person is acquiring the stock subject to the option for such person's own
account and not with any present intention of selling or otherwise distributing
the stock.
5. The term of this option commences on the Effective Date and may
be exercised by you only with respect to the vested portion of this Option and
only while you are an employee and have maintained Continuous Service (as
defined in the Plan) from the date hereof or within three months after
termination of such Continuous Service (but not later than the tenth
anniversary of the Effective Date), except if your Continuous Service
terminates by reason of:
(a) "Just Cause" which for purposes hereof shall have the
meaning set forth in any unexpired employment agreement between you and
the Company (and, in the absence of any such agreement, shall mean
termination because of your personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any
law, rule or regulation, other than traffic violations or similar
offenses) then your rights to exercise this Option shall expire on the
date of such termination;
(b) Death, then all Option Shares which have vested and
which vest within two years of the date of your death may be exercised
within two years from the date of your death (but not later than the
tenth anniversary of the Effective Date) by the personal representatives
of your estate or person or persons to whom your rights under this
option shall have passed by will or by laws of descent and distribution;
(c) Permanent and Total Disability (as such term is defined
the Plan), then all Option Shares which have vested and which vest
within two years of the date of your disability may be exercised within
two years from the date of such Permanent and Total Disability (but not
later than the tenth anniversary of the Effective Date).
6. This option may be exercised, to the extent specified above, by
delivering written notice of exercise (specifying the number of Option Shares
to be purchased) together with the exercise price to such person as the Company
may designate, during regular business hours, together with such additional
documents as the Company may then require.
7. This option is not assignable or transferable, except at death
by will or by the laws of descent and distribution, and is exercisable during
your life only by you or by your personal representative.
8. Any notices provided for in this option shall be given in
writing and shall be deemed effectively
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given upon receipt or, in the case of notices delivered by the Company to you,
five (5) days after deposit in the United States mail, postage prepaid,
addressed to you at the address specified below or at such other address as you
hereafter designate by written notice to the Company.
9. You shall have no rights as a shareholder with respect to Option
Shares covered by this option until the date of issuance to you of a
certificate representing such shares. No adjustment will be made for dividends
or other rights for which the record date is prior to the date such certificate
is issued.
10. You represent that this option and any Common Shares which may be
acquired hereby are being acquired by you for your own account and not for
resale; and you agree: (a) that the Option Shares may not be registered under
the Securities Act of 1933, as amended, or any state securities law; (b) that
transfer of the Option Shares will be severely limited, and that none of the
Option Shares may be sold, transferred, pledged, or hypothecated unless first
registered under such laws or unless counsel satisfactory to the Company has
given an opinion that registration under such laws is not required; (c) that
certificates for the Option Shares may contain the following legend: "The
common shares represented by this certificate were acquired for investment only
and not for sale. They have not been registered under the Securities Act of
1933 or any state securities law. These shares may not be sold, transferred,
pledged, or hypothecated unless first registered under such laws, or unless the
Company has received an opinion of counsel satisfactory for it that
registration under such laws is not required;" (d) that the Company may issue
stop transfer instructions to its transfer agent or make a notation to such
effect on its appropriate records; and (e) that the sale of Option Shares in
market transactions be limited to transactions described in Rule 144 of the
Securities and Exchange Commission.
11. The Company is not providing you with advice, warranties, or
representations regarding any of the legal, tax or business effects to you with
respect to this grant. This document has been prepared by the Company's legal
counsel. You are encouraged to seek legal, tax and business advice from your
own legal, tax and business advisers as soon as possible.
Dated as of the th day of , 1996.
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Very truly yours,
CREDIT MANAGEMENT SOLUTIONS, INC.
By:
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Xxxxx X. XxXxxxxxxxx
President and Chief Executive Officer
The undersigned acknowledges receipt of the foregoing option and
understands that all rights and liabilities with respect to this option are set
forth herein.
Acknowledged as of this th day of , 1996.
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Address: ---------------------------
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