EXHIBIT 10.2.1
Exhibit I to Stock Option/
-------------------------
Stock Issuance Plan
-------------------
CLEARCOMMERCE CORPORATION
1997 STOCK OPTION/STOCK ISSUANCE PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Option Agreement.
I. NOTICE OF STOCK OPTION GRANT
[Optionee's name and address]
You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of this Option Agreement and the Plan,
including the provisions thereof relating to increases in the number of shares
covered by this Option upon the occurrence of certain specified events, as
follows:
Grant Number __________________________
Date of Grant __________________________
Vesting Commencement Date __________________________
Exercise Price per Share $_________________________
Total Number of Shares Granted __________________________
Total Exercise Price $_________________________
Type of Option ___ Incentive Stock Option
___ Nonqualified Stock Option
Date Exercisable Immediately Exercisable
Term/Expiration Date __________________________
(No more than 10 years from date
of grant, 5 years for certain grants)
Vesting Schedule
----------------
The Optioned Stock shall be unvested and subject to repurchase by the
Company at the Exercise Price paid per Share. Optionee shall acquire a vested
interest in, and the Company's repurchase right shall lapse with respect to,
twenty-five percent (25%) of the Optioned Stock on the first anniversary of the
Vesting Commencement Date. Commencing on the first anniversary of the Vesting
Commencement Date, the balance of the Optioned Stock shall vest in thirty-six
(36) successive equal monthly installments over the thirty-six (36) month period
measured from the first anniversary of the Vesting Commencement Date. In no
event shall any additional Optioned Stock vest after Optionee's cessation of
Service.
Optionee acknowledges and agrees that this Option is granted subject to and
in accordance with the terms of the ClearCommerce Corporation 1997 Stock
Option/Stock Issuance Plan. Optionee further agrees to be bound by the terms of
the Plan and this Stock Option Agreement.
1
Optionee understands that any Optioned Stock purchased under this Option shall
be subject to the terms set forth in the Stock Purchase Agreement.
Termination Period
------------------
You may exercise this Option for three months after your employment with
the Company terminates, or for such longer period upon your death or disability
as provided in the Plan. In no case may you exercise this Option after the
Term/Expiration Date as provided above.
II. AGREEMENT
1. Grant of Option. ClearCommerce Corporation (f/k/a Outreach
---------------
Communications Corporation) (the "Company") hereby grants to the Optionee named
in Section I hereof (the "Optionee") an option (the "Option") to purchase the
total number of shares of Common Stock (the "Shares") set forth in Section I
hereof, at the exercise price per share set forth in Section I hereof (the
"Exercise Price") subject to the terms, definitions and provisions of the 1997
Stock Option/Stock Issuance Plan (the "Plan") adopted by the Company, which is
incorporated herein by reference. Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Option
Agreement.
If designated in Section I hereof as an Incentive Stock Option, this Option
is intended (subject to Section 5(b) of the Plan) to qualify as an Incentive
Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent
that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be
treated as a Nonqualified Stock Option.
2. Exercise of Option.
------------------
(a) Right to Exercise. Subject to the restrictions set forth in this
-----------------
Paragraph (a), this Option shall be exercisable during its term in accordance
with the Vesting Schedule set out in Section I hereof and with the applicable
provisions of the Plan and this Option Agreement. In the event of Optionee's
death, disability or other termination of the employment or consulting
relationship, this Option shall be exercisable in accordance with the applicable
provisions of the Plan and this Option Agreement.
(b) Method of Exercise. This Option shall be exercisable by written
------------------
notice (substantially in the form attached hereto as Exhibit A) that shall state
---------
the election to exercise the Option, the number of Shares in respect of which
the Option is being exercised, and such other representations and agreements as
to the holder's investment intent with respect to such shares of Common Stock as
may be required by the Company pursuant to the provisions of the Plan. Such
written notice shall be signed by the Optionee and shall be delivered in person
or by certified mail to the Secretary of the Company. The written notice shall
be accompanied by payment of the Exercise Price. This Option shall be deemed to
be exercised upon receipt by the Company of such written notice accompanied by
the Exercise Price. Upon exercise of the Option in accordance with the terms and
conditions set forth herein, the Optionee agrees to execute the Stock Purchase
Agreement (substantially in the form attached hereto as Exhibit B) to evidence
---------
the acquisition of the Optioned Stock.
2
The Optionee shall, upon notification of the amount due (if any) as a
result of the exercise of the Option and prior to or concurrent with delivery of
the certificate representing the Shares, pay to the Company amounts necessary to
satisfy applicable federal, state and local tax withholding requirements.
No Shares will be issued pursuant to the exercise of an Option unless such
issuance and such exercise shall comply with all relevant provisions of law and
the requirements of any stock exchange upon which the Shares may then be listed
or any automatic quotation system upon which the Shares may then be quoted.
Assuming such compliance, for income tax purposes the Shares shall be considered
transferred to the Optionee on the date on which the Option is exercised with
respect to such Shares.
3. Lock-Up Period. Optionee hereby agrees that if so requested by the
--------------
Company or any representative of the underwriters (the "Managing Underwriter")
in connection with any registration of the offering of any securities of the
Company under the Securities Act of 1933, as amended (the "Securities Act"),
Optionee shall not sell or otherwise transfer any Shares or other securities of
the Company during the one hundred eighty (180) day period (or such longer
period as may be requested in writing by the Managing Underwriter and agreed to
in writing by the Company) (the "Market Standoff Period") following the
effective date of a registration statement of the Company filed under the
Securities Act; provided, however, that such restriction shall apply only to the
first registration statement of the Company to become effective under the
Securities Act that includes securities to be sold on behalf of the Company to
the public in an underwritten public offering under the Securities Act. The
Company may impose stop-transfer instructions with respect to securities subject
to the foregoing restrictions until the end of such Market Standoff Period.
4. Method of Payment. Payment of the Exercise Price shall be by any of
-----------------
the following, or a combination thereof:
(a) cash;
(b) check;
(c) surrender of other shares of Common Stock of the Company that (A)
in the case of Shares acquired directly or indirectly from the Company, have
been owned by the Optionee for more than six (6) months on the date of
surrender, and (B) have a Fair Market Value on the date of surrender equal to
the Exercise Price of the Shares as to which the Option is being exercised; or
(d) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the Exercise Price.
THE USE OF SHARES OF STOCK ACQUIRED OR TO BE ACQUIRED TO PAY FOR EXERCISED
SHARES MAY HAVE INCOME TAX CONSEQUENCES FOR THE OPTIONEE.
3
5. Restrictions on Exercise. This Option may not be exercised until such
------------------------
time as the Plan has been approved by the stockholders of the Company, and may
not be exercised if the issuance of such Shares upon such exercise or the method
of payment of consideration for such shares would constitute a violation of any
applicable federal or state securities or other law or regulation, including any
rule under Part 207 of Title 12 of the Code of Federal Regulations as
promulgated by the Federal Reserve Board.
6. Non-Transferability of Option. This Option may not be transferred in
-----------------------------
any manner otherwise than by will or by the laws of descent or distribution or
as otherwise set forth in the Plan and may be exercised during the lifetime of
Optionee only by Optionee or a permitted transferee as set forth in the Plan.
The terms of the Plan and this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
7. Term of Option. This Option may be exercised only within the term set
--------------
out in Section I hereof, and may be exercised during such term only in
accordance with the Plan and the terms of this Option. The limitations set out
in Section 7 of the Plan regarding Options designated as Incentive Stock Options
and Options granted to more than ten percent (10%) stockholders shall apply to
this Option.
8. Tax Consequences. The grant and/or exercise of the Option will have
----------------
federal and state income tax consequences. THE OPTIONEE SHOULD CONSULT A TAX
ADVISER UPON THE GRANT OF THE OPTION AND BEFORE EXERCISING THE OPTION OR
DISPOSING OF THE SHARES ACQUIRED UPON EXERCISE, PARTICULARLY WITH RESPECT TO HIS
OR HER STATE'S TAX LAWS.
9. Repurchase Rights. ALL OPTIONED STOCK ACQUIRED UPON EXERCISE OF THIS
-----------------
OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE COMPANY AND ITS ASSIGNS TO
REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE STOCK
PURCHASE AGREEMENT.
10. Entire Agreement; Governing Law. The Plan is incorporated herein by
-------------------------------
reference. The Plan, this Option Agreement and the Stock Purchase Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and this Option Agreement may not be amended except by means of a
writing signed by the Company and Optionee. This Option Agreement is governed
by Delaware law except for that body of law pertaining to conflict of laws.
11. Warranties, Representations and Covenants. The undersigned Optionee
-----------------------------------------
warrants and represents that he or she has reviewed the Plan, this Option
Agreement and the Stock Purchase Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan, this Option
Agreement and the Stock Purchase Agreement. Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan, this Option Agreement and
Stock Purchase Agreement. Optionee further agrees to notify the Company upon
any change in the residence address indicated below. OPTIONEE ACKNOWLEDGES AND
AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS
4
EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY
(NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING
SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS
OPTION AGREEMENT, NOR IN THE PLAN, WHICH IS INCORPORATED HEREIN BY REFERENCE,
SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT
OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S
RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY
AT ANY TIME, WITH OR WITHOUT CAUSE.
CLEARCOMMERCE CORPORATION (F/K/A
OUTREACH COMMUNICATIONS CORPORATION),
a Delaware corporation
By: ___________________________________________________
Name: _________________________________________________
Title: ________________________________________________
OPTIONEE:
_______________________________________________________
Signature
_______________________________________________________
Print Name
_______________________________________________________
Residence Address
_______________________________________________________
Area Code/Telephone Number
5
EXHIBIT A
---------
CLEARCOMMERCE CORPORATION
1997 STOCK OPTION PLAN
EXERCISE NOTICE
ClearCommerce Corporation
00000 Xxxxxx Xxxx., Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Secretary
1. Exercise of Option. Effective as of today, _____________, the
------------------
undersigned ("Purchaser") hereby elects to purchase __________ shares (the
"Shares") of the Common Stock of ClearCommerce Corporation (f/k/a Outreach
Communications Corporation), a Delaware corporation (the "Company") under and
pursuant to the 1997 Stock Option/Stock Issuance Plan (the "Plan") and the Stock
Option Agreement dated ___________, (the "Option Agreement"). The purchase
price for the Shares shall be $__________, as specified in the Option Agreement.
2. Delivery of Payment. Purchaser herewith delivers to the Company the
-------------------
full purchase price for the Shares of __________________________________________
_________________________________________________________________. THE USE OF
SHARES OF STOCK ACQUIRED OR TO BE ACQUIRED FOR EXERCISED SHARES MAY HAVE INCOME
TAX CONSEQUENCES FOR THE OPTIONEE.
3. Representations of Purchaser. Purchaser acknowledges that Purchaser
----------------------------
has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions.
4. Rights as Stockholder. The Purchaser shall not be deemed to be the
---------------------
holder of, or to have any of the rights of a holder with respect to, any Shares
subject for which such Option is exercised including, but not limited to, rights
to vote or to receive dividends unless and until the Purchaser has satisfied all
requirements for exercise of the Option pursuant to its terms, the certificates
evidencing such Shares have been issued and the Purchaser has become a record
holder of such Shares. A share certificate for the number of Shares so acquired
shall be issued to the Optionee as soon as practicable after exercise of the
Option. No adjustment will be made for a dividend or other right for which the
record date is prior to the date all the conditions set forth above are
satisfied, except as provided in Section 13 of the Plan.
5. Tax Consultation. Purchaser understands that Purchaser may suffer
----------------
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.
Exhibit A - Page 1
6. Entire Agreement; Governing Law. The Plan, the Option Agreement and
-------------------------------
the Stock Purchase Agreement are incorporated herein by reference. This
Agreement, the Plan, the Option Agreement and the Stock Purchase Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and this Agreement may not be amended except by means of a writing
signed by the Company and Purchaser. This Agreement is governed by Delaware law
except for that body of law pertaining to conflict of laws.
Submitted by: Accepted by:
PURCHASER: CLEARCOMMERCE CORPORATION (F/K/A
OUTREACH COMMUNICATIONS CORPORATION),
a Delaware corporation
_________________________ By: _________________________________________
Signature Its: ________________________________________
_________________________
Print Name
Address: Address:
------- -------
_________________________ 00000 Xxxxxx Xxxx., Xxxxx 000
_________________________ Austin, Texas 78758
Exhibit A - Page 2
