COLLEXIS OPTION AGREEMENT MODEL Version 18 September 2006 (as amended)
Exhibit
4.3
COLLEXIS
OPTION
AGREEMENT
MODEL
Version
18 September 2006 (as amended)
THIS
NONQUALIFIED STOCK OPTION AGREEMENT is
effective as of the ___ day of ________, 20__, by and between:
COLLEXIS
B.V.,
a Dutch
company (the 'Company') and;
______________
[***Certain option agreements include the following language: born on
_______________ in _______________,] residing in ______________________________
(the 'Optionee');
(together,
this agreement and the Statement of Terms and Conditions and Schedules attached
hereto shall constitute and be referred to as the 'Agreement'),
WITNESSETH:
WHEREAS,
pursuant to the arrangements made under the employment agreement, Company agreed
to issue to Optionee the option on the acquisition of _________ ordinary shares
in the share capital of Company, for the purpose of providing a sense of
proprietorship and personal involvement in the development and financial success
of and further encouraging Optionee to devote his best efforts to
Company;
WHEREAS,
the
issuance of any share (including without limitation Option Shares) in the share
capital of Company and related corporate law matters are subject to Company's
Articles of Association, as amended, and the laws of the Netherlands, and are
therewith subject and conditional on approval and adoption by the meeting of
Shareholders of Company of the relevant resolution. In the meeting of
Shareholders of Company of 3 October 2006, the Shareholders have approved and
adopted the issuance of the nonqualified stock option (the 'Option') to acquire
the Option Shares on the terms and conditions described in this
Agreement;
WHEREAS,
by way
of clarification of the foregoing, although it is being signed by the parties
and approved by the Shareholders as of the above-referenced Shareholders
meeting, this Agreement is being made effective as of the Grant Date since
the
offer and acceptance of Optionee's employment, which offer included the Options,
along with the terms represented herein, was effective as of such
date;
NOW,
THEREFORE,
in
consideration of the premises and of the mutual covenants and agreements
hereinafter set forth, Company hereby awards to Optionee as of the Grant Date
the Option to acquire the Option Shares on the terms and conditions described
in
this Agreement, which Optionee hereby accepts on said terms and
conditions,
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1.
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Grant
Date:
______________, 20___.
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2.
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Type
of Option:
Nonqualified stock option.
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1
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3.
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Option
Shares:
_________ ordinary shares in the share capital of Company, with a
nominal
value on Grant Date of EUR 0,05 (the 'Option Shares'), as defined
in
Company's Articles of Association, as amended, subject to adjustment
as
provided in the attached Statement of Terms and Conditions. Any and
all
shares in the share capital of Company will hereinafter also be called:
the 'Stock'.
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4.
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Exercise
Price:
$______ per ordinary share in the share capital of Company (the 'Exercise
Price'), subject to adjustment as provided in the attached Statement
of
Terms and Conditions, which is (made) an integral part of this
Agreement.
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5.
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Option
Period:
The Option may be exercised as to all or any portion of the Option
Shares
during the period that commences on the Grant Date, and ends on the
earlier of:
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a.
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The
____ anniversary of the Grant Date;
or
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b.
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In
the event of any termination of Optionee's services under the Employment
Agreement, then in such event, upon and coincident with either of
the
following dates:
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i.
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If
such termination shall occur on account of Optionee's death or disability,
then that date which coincides with the first anniversary thereof;
or
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ii.
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If
such termination shall occur on account of any other reason, then
that
date which is ninety (90) days thereafter (the 'Option
Period');
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provided,
however,
that
the Option may be exercised on any date during such Option Period as to no
more
than the number of Option Shares that have vested as of such date as determined
in accordance with Section 6, below. Company, in its sole discretion, may
determine that Optionee is disabled upon certification thereof by a qualified
physician selected by it after such physician examines the
Optionee.
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6.
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Vesting
Schedule:
The Option Shares shall vest in accordance with the Vesting Schedule
or as
otherwise stated in Schedule 1, entitled 'Vesting Schedule,' which
is
attached hereto and made a part hereof. All or a portion of the Option
Shares may vest on an earlier date as and if so provided in the attached
Statement of Terms and Conditions.
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7.
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Conversion:
In
case of any consolidation with or merger of the Company with or into
another corporation (other than a merger or consolidation in which
the
Company is the surviving or continuing corporation), or in case of
any
sale, lease, or conveyance to another corporation of the property
and
assets of any nature of the Company as an entirety or substantially
as an
entirety or the conveyance by shareholders of the Company to another
corporation of at least eighty (80%) percent of the ordinary shares
of the
share capital of the Company (such actions being hereinafter collectively
referred to as 'Reorganizations'), there shall thereafter be deliverable
upon exercise of this Option (in lieu of the number of ordinary shares
theretofore deliverable) the kind and amount of shares of stock or
other
securities or property receivable upon such Reorganization by a holder
of
the number of ordinary shares for which this Option might have been
exercised immediately prior to such Reorganization. In case of any
Reorganization, appropriate adjustment, as determined in good faith
by the
Board of Directors of the Company, shall be made in the application
of the
provisions herein set forth with respect to the rights and interests
of
the Optionee so that the provisions set forth herein shall thereafter
be
applicable, as nearly as possible, in relation to any shares or other
property thereafter deliverable upon exercise of this Option. Any
such
adjustment shall be made by and set forth in a supplemental agreement
between the Company, or any successor thereto, and the Optionee and
shall
for all purposes hereof conclusively be deemed to be an appropriate
adjustment. The Company shall use reasonable efforts to attempt to
assure
that it shall not effect any such Reorganization unless upon or prior
to
the consummation thereof the successor corporation, or if the Company
shall be the surviving corporation in any such Reorganization and
is not
the issuer of the shares of stock or other securities or property
to be
delivered to holders of ordinary shares of the Company outstanding
at the
effective time thereof, then such issuer, shall assume by written
instrument the obligation to deliver to the Optionee such shares
of stock,
securities, cash or other property as the Optionee shall be entitled
to
purchase in accordance with the foregoing
provisions.
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The
above
provision shall similarly apply to successive reclassifications and changes
of
ordinary shares and to successive Reorganizations, consolidations, mergers,
sales, leases, or conveyances.
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8.
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Non-encumbrance:
Optionee hereby undertakes that it will not create or permit to exist
any
right of mortgage, pledge, usufruct or other security interest or
restriction whatsoever and any arrest, charge, attachment, option
or lien
or any similar concept that limits free and unrestricted title and/or
use,
under any applicable jurisdiction (the 'Encumbrance') over all or
any part
of the Option nor assign or otherwise purport to deal with the beneficial
interest therein or any other right relating thereto separate from
the
legal ownership of such Option.
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Optionee
and Company acknowledge that other limitations, restrictions, terms and
conditions applicable to Agreement, the Option and Option Shares as (elsewhere)
described in this Agreement, Company's Articles of Association (as amended),
as
well as the attached Statement of Terms and Conditions apply.
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9.
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Taxes:
Optionee warrants that any and all taxes, and/or social security
premiums
and/or penalties that may become due in connection with this Agreement,
if
any, shall be for the account of the Optionee. Optionee herewith
declares
to indemnify Company and Collexis against any such liabilities. In
the
event the Company and/or Collexis, directly or indirectly, is considered
by the relevant tax and/or social security authorities to have a
duty to
withhold or pay any taxes, premiums and/or penalties in connection
with
the Agreement, Collexis shall be entitled to full and forthwith
reimbursements by the Optionee for any such taxes, premiums and/or
penalties it is held liable for.
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7.
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Miscellaneous:
Except as otherwise defined in this Agreement, capitalized terms
and
phrases shall have the meaning ascribed thereto in the Employment
Agreement (as defined below). This Agreement, including, without
limitation, the Option described herein, is subject to cancellation
if
this Agreement is not signed by Optionee as required
below.
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8.
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Choice
of law, choice of forum:
This Agreement is governed by the laws of the Netherlands, except
for
mandatory laws on a case to case basis. All disputes arising out
or in
connection with this Agreement and/or related matters, which cannot
be
solved through amicable negotiations shall be exclusively and finally
settled under the Rules of Arbitration of the International Chamber
of
Commerce (ICC) which Rules are available at its web site:
▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇.▇▇▇. The Arbitral Tribunal
shall
be composed of one arbitrator appointed in accordance with said Rules.
The
place of arbitration shall be (i) in Amsterdam, the Netherlands if
the
Optionee is residing outside the United States of America, or (ii)
in
Columbia, South Carolina, United States of America if the Optionee
is
residing inside the United States of America, and the arbitration
proceedings shall be conducted in English, without prejudice to the
right
of either Party to apply for disposition by summary
proceedings.
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IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the date first written
above.
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COLLEXIS
B.V.
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By:_____________________
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| Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ | |
| Title: Chief Executive Officer |
By
signing below, Optionee hereby accepts the Option subject to all its terms
and
provisions and agrees to be bound by the terms and provisions of this Agreement,
including, without limitation, the attached Statement of Terms and Conditions.
Optionee authorizes Company to withhold, in accordance with applicable law,
from
any compensation payable to him or her, any taxes required to be withheld by
federal, state or local law as a result of the grant, existence or exercise
of
the Option or subsequent sale of the Option Shares, if any.
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OPTIONEE
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Signature:
___________________________
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Name:
___________________________
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COLLEXIS
B.V.
STATEMENT
OF
TERMS
AND CONDITIONS
TO
THE
1. Exercise
of Option.
The
Option may be exercised with respect to all or any portion of the Option Shares
that have vested in accordance with Section 6 of this Agreement at any time
during the Option Period by:
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a.
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Delivery
to Company, at its principal place of business, of a written notice
of
exercise in substantially the form attached hereto as Exhibit 1,
which
shall be delivered to Company no earlier than thirty (30) days and
no
later than ten (10) days prior to the date upon which Optionee desires
to
exercise all or any portion of the Option, unless Company shall otherwise
agree; and
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b.
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Payment
to Company of the Exercise Price multiplied by
the number of Option Shares being acquired (the 'Issuance
Price').
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Optionee
and Company acknowledge that any issuance of any Option Shares and other Stock
are subject to Company's Articles of Association, as amended, and the laws
of
the Netherlands. Prior to signing of the Agreement, Company will procure to
put
the relevant issuance of the Option to acquire the Option Shares on the terms
and conditions described in the Agreement, on the agenda of the first,
subsequent meeting of Shareholders of Company, for resolution as required under
the laws of the Netherlands and Company's Articles of Association. Thereafter,
after signing of the Agreement, upon acceptance of the afore-mentioned notice
by
Optionee and receipt of payment in full of the Issuance Price by Company, and
after issuance of the relevant Option Shares, Company will procure that Optionee
will receive a certified copy of the notarial deed of issuance thereof as soon
as reasonable possible.
2. Issuance
Price.
Payment
of the Issuance Price for all Option Shares pursuant to the exercise of an
Option shall be made in cash, or other monetary value that Company on a case
to
case basis finds and confirms to be acceptable in writing.
3. No
Rights as a Shareholder.
Optionee shall not be deemed to be the holder of, or to have any of the rights
of a holder with respect to any Option Shares until (a) the Option shall have
been exercised pursuant to the terms of this Agreement and Optionee shall have
paid in full the Issuance Price for the number of Option Shares in respect
of
which the Option was exercised, (b) Company shall have issued and delivered
the
Option Shares to Optionee, and (c) Optionee's name shall have been entered
as a
shareholder of record on the books of Company, whereupon Optionee shall have
full ownership rights with respect to such Option Shares. Company shall make
no
adjustment for any dividends or distributions or other rights on or with respect
to Option Shares for which the record date is prior to the issuance of such
stock certificate, except as may otherwise be provided in this
Agreement.
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4. Restriction
on Transfer of Option.
The
Option evidenced hereby is nontransferable other than by will or the laws of
descent and distribution and shall be exercisable during the lifetime of
Optionee only by Optionee (or in the event of his disability, by his personal
representative) and after his death, only by his legatee or the executor of
his
estate.
5. Securities
Laws Restrictions.
The
Option may not be exercised at any time unless, in the opinion of counsel for
Company, the issuance and sale of the Option Shares issued upon such exercise
is
exempt from registration under the Securities Act of 1933, as amended, or any
other applicable federal or state securities law, rule or regulation, or the
Option Shares have been duly registered under such laws. Company shall not
be
required to register the Option Shares issuable upon the exercise of the Option
under any such laws.
6. Repurchase
of Option Shares After Violation of Agreement Regarding Certain
Activities.
If
Optionee violates any confidentiality or other agreement or obligation in favor
of Company applicable to Optionee's activities after Optionee ceases (whether
voluntarily or otherwise) to perform services for Company, then Company shall
have the right in its sole discretion to purchase all or any portion of the
Option Shares acquired by Optionee's exercise of the Option by giving notice
to
Optionee no later than sixty (60) days after the date Company obtains knowledge
of Optionee's violation of the confidentiality or other agreement or other
obligation. The price at which Company may repurchase each Option Share shall
equal the Exercise Price. Optionee shall deliver the Option Shares, duly
endorsed for transfer to Company, free and clear of all liens, security
interests, pledges or other claims or charges, and Company will tender to
Optionee, by bank wire transfer, cash or cheque, the purchase price equal to
the
total Issuance Price paid for such Option Shares.
7. First
right of refusal.
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a.
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In
General. The provisions of this Section 7 shall be effective unless
and
until the Option Shares are listed on a national securities exchange
or
quoted on the National Association of Securities Dealers Automated
Quotation System. The provisions of this Section shall be binding
upon any
transferee (whether by purchase, gift, devise, intestate succession,
or
other transfer) of any Option Shares purchased pursuant to the exercise
of
this Option. Company shall have complete discretion regarding whether
or
not Option Shares will be purchased by Company pursuant to this Section.
All terms and conditions of the right of first refusal and repurchase
right that are not expressly set forth herein shall be determined
in the
sole discretion of Company.
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b.
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Repurchase
Right. At any time within ninety (90) days after the termination
of
Optionee's Employment Agreement (or, if later, within the ninety
(90) day
period beginning immediately after the exercise of the Option), Company
shall have the right to repurchase for cash or, if applicable,
cancellation of purchase money indebtedness from Optionee any Option
Shares acquired by Optionee pursuant to the exercise of the Option
at the
Exercise Price of such Shares, if Optionee's services under the Employment
Agreement are terminated by Company for
cause.
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8. Changes
in Capitalization.
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a.
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An
appropriate adjustment in the number and kind of Option Shares and
in the
Exercise Price shall be made by Company, in its sole discretion,
in the
event the number of Shares of Stock of Company is increased or decreased
by reason of Company effecting one or more stock dividends, stock
splits,
reverse stock splits, subdivisions, consolidations or other similar
events, or there occurs any other event which in the judgment of
Company
necessitates such action.
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b.
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In
the event of a Change in Control pursuant to which the surviving
entity
does not agree to the assumption of the Option, Company may elect
to take
such action as it deems necessary or appropriate, including, without
limitation, substitute new awards, adjust outstanding awards, accelerate
awards or remove restrictions on outstanding awards. For purposes
of this
subsection, the phrase 'Change In Control' means: (a) the acquisition
of
ownership, directly or indirectly (in a single transaction or a series
of
related transactions), beneficially or of record, by any Person or
group
(within the meaning of Section 13(d) and Section14(d)(2) of the Securities
Exchange Act of 1934 as in effect on the date hereof) of capital
stock
representing more than 50.1% of the issued and outstanding capital
stock
of Company entitled to vote for the members of the board of directors
of
Company (other than by any Person or group in control of Company
on the
date hereof), or (b) the acquisition of ownership, directly or indirectly
(in a single transaction or a sales of related transactions), by
any
Person or group (other than the group in control of Company on the
date
hereof) of over 50.1% of the assets of Company; provided,
however,
that a Change in Control shall not include any acquisitions described
in
(a) or (b) above by any holder of Company's common stock, group of
such
stockholders or their respective affiliates or any change in control
that
occurs on account of any public offering of Company’s common stock
registered under the Securities Exchange Act of 1934. 'Person' shall
mean
a natural person, partnership (whether general, limited, or limited
liability, and whether domestic or foreign), limited liability company,
trust, business trust, estate, association, corporation, joint venture,
custodian, nominee, cooperative or any other organization or any
other
individual or entity in its own or any representative
capacity.
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c.
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The
existence of the Option granted pursuant to this Agreement shall
not
affect in any way the right or power of Company to make or authorize
any
adjustment, reclassification, reorganization or other change in its
capital or business structure, any merger or consolidation of Company,
any
issue of debt or equity securities having preferences or priorities
as to
its Stock or the rights thereof, the dissolution or liquidation of
Company, any sale or transfer of all or any part of its business
or
assets, or any other corporate act or proceeding. Any adjustment
pursuant
to this Section may provide, in Company's discretion, for the elimination
without payment therefor of any fractional shares that might otherwise
become subject to any Option.
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9. Governing
Laws, choice of forum.
This
Agreement shall be construed, administered and enforced according to the laws
of
the Netherlands, except for mandatory laws on a case to case basis. All disputes
arising out or in connection with this Agreement and/or related matters, which
cannot be solved through amicable negotiations shall be exclusively and finally
settled under the Rules of Arbitration of the International Chamber of Commerce
(ICC) which Rules are available at its web site:
▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇.▇▇▇. The Arbitral Tribunal shall be
composed of one arbitrator appointed in accordance with said Rules. The place
of
arbitration shall be (i) in Amsterdam, the Netherlands if the Optionee is
residing outside the United States of America, or (ii) in Columbia, South
Carolina, United States of America if the Optionee is residing inside the United
States of America, and the arbitration proceedings shall be conducted in
English, without prejudice to the right of either Party to apply for disposition
by summary proceedings.
10. Successors.
This
Agreement shall be binding upon and inure to the benefit of the heirs, legal
representatives, successors and permitted assigns of Optionee and
Company.
11. Notice.
Except
as otherwise specified herein, all notices and other communications under this
Agreement shall be in writing and shall be deemed to have been given if
personally delivered or if sent to the proposed recipient at the proposed
recipient's last known address (a) by registered or certified United States
mail, return receipt requested, postage prepaid, or (b) by a nationally
recognized overnight courier service. Any party may designate any other address
to which notices shall be sent by giving notice of the address to the other
party in the same manner as provided herein.
12. Severability.
In the
event that any one or more of the provisions or portion thereof contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, the same shall not invalidate or otherwise affect
any other provisions of this Agreement, and this Agreement shall be construed
as
if the invalid, illegal or unenforceable provision or portion thereof had never
been contained herein.
13. Other
Terms; Entire Agreement.
Optionee's rights under this Agreement are subject in all respects to all of
the
terms and conditions of the form of exercise notice attached as Exhibit 1.
Each
of the terms and conditions contained in Exhibit 1 are incorporated herein
by
reference. This Agreement expresses the entire understanding of the parties
with
respect to the Option.
14. Violation.
Any
transfer, pledge, sale, assignment, or hypothecation of the Option or any
portion thereof shall be a violation of the terms of this Agreement and shall
be
void and without effect.
15. Headings
and Capitalized Terms.
Section
headings used in this Agreement are for convenience of reference only and shall
not be considered in construing this Agreement.
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16. Specific
Performance.
In the
event of any actual or threatened default in, or breach of, any of the terms,
conditions and provisions of this Agreement, the party or parties who are
thereby aggrieved shall have the right to specific performance and injunction
in
addition to any and all other rights and remedies at law or in equity, and
all
such rights and remedies shall be cumulative.
17. No
Right to Continued Retention.
Nothing
in this Agreement shall be interpreted or construed to confer upon Optionee
any
right with respect to continued service of employment with Company or Collexis,
as the case may be, nor shall this Agreement interfere in any way with the
right
of the Board of Directors or shareholders, acting pursuant to its Bylaws and/or
articles of association of either Company or Collexis, as the case may be,
to
terminate Optionee's service of employment at any time.
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EXHIBIT
1
COLLEXIS,
B.V.
NOTICE
OF EXERCISE OF
OPTION
TO ACQUIRE
COMMON
STOCK
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Name: ________________________________
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Address:
________________________________
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________________________________
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________________________________
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Date: ________________________________
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Collexis
B.V.
[______________]
[______________]
Attn:
CEO
Re: Exercise
of Nonqualified Stock Option
To
whom
it may concern:
I
hereby
elect to exercise the option granted to me to acquire ________ Option Shares
in
accordance with that certain Nonqualified Stock Option Agreement (the
‘Agreement’) dated as of _____________. Except as otherwise defined in this
notice, all capitalized terms and phrases in this notice shall have the meaning
ascribed thereto in the Agreement. Subject to Company's acceptance, the issuance
proceedings will commence as of the _______ day of __________________ 200____
(the ‘Exercise Date’).
On
the
Exercise Date, I will deliver to you cash, or by bank wire to Company, in the
total amount of $________, representing the full Issuance Price of such Option
Shares. If I do not pay the full Issuance Price by cash or bank wire to Company
on the Exercise Date, I hereby request that Company withhold the number of
Option Shares that have an aggregate value equal to the Issuance Price of the
number of Option Shares for which this notice is given from the number of Option
Shares issued to me.
As
soon
as the relevant, certified copy of the notarial deed of issuance is available,
please deliver it to me at the above address.
If
the
Option Shares being acquired are not registered for issuance to and resale
by
Optionee pursuant to an effective registration statement on Form S-8 (or
successor form) filed under the Securities Act of 1933, as amended (the ‘1933
Act’), I hereby represent, warrant, covenant, and agree with Company as
follows:
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1.
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The
Option Shares being acquired by me are being acquired for my own
account
without the participation of any other person, with the intent of
holding
the Option Shares for investment and without the intent of participating,
directly or indirectly, in a distribution of the Option Shares, and
not
with a view to, or for resale in connection with, any distribution
of the
Option Shares, nor am I aware of the existence of any distribution
of the
Option Shares;
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2.
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I
am not acquiring the Option Shares based upon any representation,
oral or
written, by any person with respect to the future value of, or income
from, the Option Shares but rather upon an independent examination
and
judgment as to the prospects of
Company;
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3.
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The
Option Shares were not offered to me by means of publicly disseminated
advertisements or sales literature, nor am I aware of any offers
made to
other persons by such means;
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4.
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I
am able to bear the economic risks of the investment in the Option
Shares,
including the risk of a complete loss of my investment
therein;
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5.
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I
understand and agree that the Option Shares will be issued and sold
to me
without registration under any state law relating to the registration
of
securities for sale, and will be issued and sold in reliance on the
exemptions from registration under the 1933 Act and the rules and
regulations promulgated thereunder;
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6.
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The
Option Shares cannot be offered for sale, sold or transferred by
me other
than pursuant to: (1) an effective registration under the 1933 Act
or in a
transaction otherwise in compliance with the 1933 Act; (2) evidence
satisfactory to Company of compliance with the applicable securities
laws
of other jurisdictions; and (3) compliance with the provisions in
the
Agreement granting Company a right of first refusal and other repurchase
rights with respect to the Option Shares. Company shall be entitled
to
rely upon an opinion of counsel satisfactory to it with respect to
compliance with the above laws;
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7.
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Company
will be under no obligation to register the Option Shares or to comply
with any exemption available for the sale of the Option Shares without
registration or filing, and no assurance has been given that the
information or conditions necessary to permit routine sales of securities
of Company under Rule 144 under the 1933 Act are or will become available.
Company is under no obligation to act in any manner so as to make
Rule 144
available with respect to the Option
Shares;
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8.
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I
agree, in connection with any public offering of Company's Stock,
upon
request of Company or the underwriters managing any underwritten
public
offering of Company's Stock and making such request with the approval
of
Company's Board of Directors, not to sell, make any short sale of,
loan,
grant any option for the purchase of, or otherwise dispose of any
of my
Option Shares without the prior written consent of Company or such
underwriters, as the case may be, from the effective date of such
registration for so long as Company or the underwriters may specify,
but
in any event not to exceed 180
days;
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9.
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I
have had the opportunity to ask questions of and receive answers
from
Company and any person acting on its behalf and to obtain all material
information reasonably available with respect to Company and its
affairs.
I have received all information and data with respect to Company
which I
have requested and which I have deemed relevant in connection with
the
evaluation of the merits and risks of my investment in
Company;
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10.
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I
have such knowledge and experience in financial and business matters
that
I am capable of evaluating the merits and risks of the purchase of
the
Option Shares hereunder and I am able to bear the economic risk of
such
purchase; and
|
|
11.
|
I
understand and agree that the Option Shares being acquired by me
are
subject to certain restrictions contained in the Agreement, including,
without limitation, Company's right to repurchase the Option Shares
upon
the occurrence of certain events and Company's right of first refusal
with
respect to the Option Shares.
|
The
agreements, representations, warranties and covenants made by me herein extend
to and apply to all of the Option Shares of Company issued to me pursuant to
this notice. Acceptance by me of the certificate representing such Option Shares
shall constitute a confirmation by me that all such agreements, representations,
warranties and covenants made herein shall be true and correct at that
time.
|
|
Very
truly yours,
|
|
|
|
|
|
___________________________
|
AGREED
TO AND ACCEPTED:
COLLEXIS
B.V.
By:
_______________________________________________
Title:
______________________________________________
Cumulative
Number of Option Shares
Exercised
to Date: ____________________________________
Number
of
Unexercised Option Shares
Remaining:
_________________________________________
Date:_________________________________
3
______________
SCHEDULE
1
COLLEXIS
B.V.
Vesting
Schedule
|
Aggregate Number of Option Shares
which become Vested
|
Date
(close of business) on which such
aggregate
Option
Shares become Vested
|
|
(a) __________________________
|
_______
|
|
(b) __________________________
|
_______
|
|
(c) __________________________
|
_______
|
|
(d) __________________________
|
_______
|
|
(e) __________________________
|
_______
|
|
(f)
__________________________
|
_______
|
|
(g) __________________________
|
_______
|
|
(h) __________________________
|
_______
|
|
(i)
__________________________
|
_______
|
|
(j)
__________________________
|
_______
|
|
(k) __________________________
|
_______
|
|
(l)
__________________________
|
_______
|
Notwithstanding
the foregoing, no Option Shares shall vest upon or following the effective
date
of Optionee's termination service of employment if such termination shall occur
(a) on account of mutual agreement; (b) Optionee's death or disability; (c)
for
Cause; or (d) on account of a voluntary termination by Optionee; provided,
however,
that
all such Option Shares shall become fully and immediately vested upon and
coincident with the effective date on which any one of the following events
shall first occur: (y) a Change in Control; or (z) the termination of Optionee's
service of employment by Optionee for Good Reason or by
Company without cause. [***Certain option agreements include the following
language: This Option Agreement overrules the paragraphs 6 and 12 of the
“Individual Conditions” which are part of the Optionee’s employment
agreement.]
[In
lieu
of the provisions set forth above, the option agreements of Van Praag
Informatisering B.V. and VDB Pacific B.V. contain the following provision:
The
arrangements in the employment agreement with Collexis B.V. of Optionee’s
director, ________________, as signed in February 2007, in particular the
paragraphs 10 and 11 of the “Individual Conditions” herein, will
prevail.]
4