EXHIBIT 10.7
CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
1998 STOCK OPTION PLAN
Non-Qualified Option Agreement
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 1998 Stock Option Plan (the "1998 Plan"), exercisable on the following
terms and conditions and those set forth on the reverse side of this
certificate. This Option is not intended to qualify and shall not be treated as
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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/ ▇▇▇▇▇ ▇. ▇▇▇▇
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[LOGO] ▇▇▇▇▇ ▇. ▇▇▇▇
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. 1998 Stock Option
Plan, as amended (the "1998 Plan"). Capitalized terms used and not otherwise
defined in this certificate have the meanings given to them in the 1998
Plan. This certificate does not set forth all of the terms and conditions of
the 1998 Plan, which are incorporated herein by reference. The Management
Resource Committee of the Board of Directors ("MRC") administers the 1998
Plan and its determinations regarding the operation of the 1998 Plan are
final and binding. Copies of the 1998 Plan may be obtained upon written
request without charge from AST StockPlan, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇/▇▇/ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇, or on the Knowledge repository found on the internal
Company web site address: ▇▇▇▇://▇▇.▇▇▇.▇▇▇/.
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.
(b) 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 1998 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 1998 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.
(c) Notwithstanding any other provision hereof or of the 1998 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.
(d) 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 1998 Plan, each of
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this 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,
and 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 1998 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. 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.
