1
EXHIBIT 10.7
NO. SHARES DATE OF ▇▇▇▇▇ -
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INCENTIVE STOCK OPTION AGREEMENT
An Incentive Stock Option (the "Option") for a total of __________
Shares (collectively, "Option Shares") of I 3S, Inc. (the "Company"), is hereby
granted to ______________________ (the "Optionee") at the price determined in
this Option and in all respects subject to the terms, definitions and
provisions, of the 1996 Omnibus Stock Plan of I 3S, Inc. (the "Plan"), which is
incorporated herein by reference, except to the extent otherwise expressly
provided in this Option.
1. OPTION PRICE. The Option Price is $ __ , for each Share, which Option Price
is equal to the Fair Market Value of a Share on the Date of Grant.
2. VESTING OF OPTION SHARES. The Option Shares shall vest ("Vest" and
derivations) and become "Vested Option Shares" on the dates ("Vesting Dates")
set forth in the following Vesting Schedule:
(i) 33.33% of the Shares on the 1st anniversary of Date of
▇▇▇▇▇.
(ii) 33.33% of the Shares on the 2nd anniversary of Date of
▇▇▇▇▇.
(iii) 33.34% of the Shares on the 3rd anniversary of Date of
▇▇▇▇▇.
Without limitation, Shares which have not become Vested Option Shares prior to
the Target Date, shall vest on the Target Date. For purposes all purposes of
this Option, "Target Date" shall mean the first to occur of (i) an IPO, or (ii)
a Change of Control.
3. EXERCISABILITY OF OPTION.
(a) DATE ON WHICH OPTION BECOMES EXERCISABLE. This Option shall not be
exercisable prior to the earlier of the (i) first Vesting Date or (ii) the
Target Date. On or after the occurrence of the first Vesting Date (and prior to
the termination of this Option) or the Target Date, this Option shall be
exercisable, in whole or in part, with respect to Vested Option Shares.
(b) METHOD OF EXERCISE. Without limitation, this Option shall be
exercised by a written notice delivered to the Committee which shall:
(i) state the election to exercise the Option and the number
of Vested Option Shares in respect of which it is being exercised; and
(ii) be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person or persons other
than the Optionee, be accompanied by proof, satisfactory to the Committee, of
the right of such person or persons to exercise the Option.
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(c) PAYMENT. The Option Price of any Vested Option Shares purchased
shall be paid by the Optionee to the Committee in cash or in Vested Option
Shares, such Vested Option Shares to be valued at the difference between the
Fair Market Value and the Option Price.
(d) ISSUANCE OF SHARES. No person shall be, or have any of the rights
or privileges of, a holder of Shares subject to this Option unless and until
certificates representing such Shares shall have been issued and delivered to
such person, such issuance, without limitation, being subject to the terms of
the Plan. The Optionee agrees that he will (and is under an obligation to)
notify the Company if he disposes of any Shares within one year of acquiring the
Shares, or within two years of the Date of Grant.
(e) SURRENDER OF OPTION. Upon exercise of this Option in part, if
requested by the Committee, the Optionee shall deliver this Option and any other
written agreements executed by the Company and the Optionee with respect to this
Option to the Committee who shall endorse or cause to be endorsed thereon a
notation of such exercise and return all agreements to the Optionee.
4. TERM OF OPTION. Without limitation, the unexercised portion of this Option
shall automatically terminate in accordance with the terms of the Plan.
5. ADMINISTRATION. Without limitation, the Plan and this Option shall be
administered by the Committee provided for and described in Section 14 of the
Plan.
6. LAW GOVERNING. WITHOUT LIMITATION, THIS OPTION SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF TEXAS.
I 3S, INC.
By:
-----------------------------------
ACKNOWLEDGMENT
The undersigned hereby acknowledges receipt of this Option and the
opportunity to review the Plan. Furthermore, I hereby acknowledge that I have
had an opportunity to discuss this Option with a representative of the Company
and my personal advisors to the extent I deem necessary or appropriate and I
understand the terms and provisions of the Option and the Plan, and further I
expressly hereby understand and agree that by my signature below I am agreeing
to be bound by all such terms and provisions (including, without limitation,
those of the Plan incorporated by the terms of the Plan and by reference) of the
Option and the Plan.
Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee (as defined in the Plan) upon any
questions arising under the Plan.
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Dated as of this day of , 199 . .
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Optionee
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NO. SHARES DATE OF ▇▇▇▇▇ -
------------ -------------
INCENTIVE STOCK OPTION AGREEMENT
An Incentive Stock Option (the "Option") for a total of __________ Shares
(collectively, "Option Shares") of I 3S, Inc. (the "Company"), is hereby granted
to ______________________ (the "Optionee") at the price determined in this
Option and in all respects subject to the terms, definitions and provisions, of
the 1996 Omnibus Stock Plan of I 3S, Inc. (the "Plan"), which is incorporated
herein by reference, except to the extent otherwise expressly provided in this
Option.
1. OPTION PRICE. The Option Price is $ __ , for each Share, which Option Price
is equal to the Fair Market Value of a Share on the Date of Grant.
2. VESTING OF OPTION SHARES. The Option Shares shall vest ("Vest" and
derivations) and become "Vested Option Shares" on the dates ("Vesting Dates")
set forth in the following Vesting Schedule:
(i) 33.33% of the Shares on the 1st anniversary of Date of ▇▇▇▇▇.
(ii) 33.33% of the Shares on the 2nd anniversary of Date of ▇▇▇▇▇.
(iii) 33.34% of the Shares on the 3rd anniversary of Date of ▇▇▇▇▇.
3. EXERCISABILITY OF OPTION.
(a) DATE ON WHICH OPTION BECOMES EXERCISABLE. This Option shall not be
exercisable prior to the first Vesting Date. On or after the occurrence of the
first Vesting Date (and prior to the termination of this Option), this Option
shall be exercisable, in whole or in part, with respect to Vested Option Shares.
(b) METHOD OF EXERCISE. Without limitation, this Option shall be exercised
by a written notice delivered to the Committee which shall:
(i) state the election to exercise the Option and the number of Vested
Option Shares in respect of which it is being exercised; and
(ii) be signed by the person or persons entitled to exercise the Option
and, if the Option is being exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to the Committee, of the right
of such person or persons to exercise the Option.
(c) PAYMENT. The Option Price of any Vested Option Shares purchased shall
be paid by the Optionee to the Committee in cash.
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(d) ISSUANCE OF SHARES. No person shall be, or have any of the rights or
privileges of, a holder of Shares subject to this Option unless and until
certificates representing such Shares shall have been issued and delivered to
such person, such issuance, without limitation, being subject to the terms of
the Plan. The Optionee agrees that he will (and is under an obligation to)
notify the Company if he disposes of any Shares within one year of acquiring the
Shares, or within two years of the Date of Grant.
(e) SURRENDER OF OPTION. Upon exercise of this Option in part, if requested
by the Committee, the Optionee shall deliver this Option and any other written
agreements executed by the Company and the Optionee with respect to this Option
to the Committee who shall endorse or cause to be endorsed thereon a notation of
such exercise and return all agreements to the Optionee.
4. TERM OF OPTION. Without limitation, the unexercised portion of this Option
shall automatically terminate in accordance with the terms of the Plan.
5. ADMINISTRATION. Without limitation, the Plan and this Option shall be
administered by the Committee provided for and described in Section 14 of the
Plan.
6. LAW GOVERNING. WITHOUT LIMITATION, THIS OPTION SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF TEXAS.
I 3S, INC.
By:
-------------------------------------
ACKNOWLEDGMENT
The undersigned hereby acknowledges receipt of this Option and the
opportunity to review the Plan. Furthermore, I hereby acknowledge that I have
had an opportunity to discuss this Option with a representative of the Company
and my personal advisors to the extent I deem necessary or appropriate and that
I understand the terms and provisions of the Option and the Plan, and further I
expressly hereby understand and agree that by my signature below I am agreeing
to be bound by all such terms and provisions (including, without limitation,
those of the Plan incorporated by the terms of the Plan and by reference) of the
Option and the Plan.
Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee (as defined in the Plan) upon any
questions arising under the Plan.
Dated as of this day of , 199 .
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Optionee
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NO. SHARES ______ DATE OF GRANT - JUNE 25, 1999
NON-QUALIFIED STOCK OPTION AGREEMENT
A Non-Qualified Stock Option (the "Option") for a total of __________
Shares (collectively, "Option Shares") of I 3S, Inc. (the "Company"), is hereby
granted to ▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Optionee") at the price determined in this
Option and in all respects subject to the terms, definitions and provisions, of
the 1996 Omnibus Stock Plan of I 3S, Inc. (the "Plan"), which is incorporated
herein by reference, except to the extent otherwise expressly provided in this
Option.
1. OPTION PRICE. The Option Price is $________ for each Share.
2. VESTING OF OPTION SHARES. The Option Shares shall vest ("Vest" and
derivations) and become "Vested Option Shares" on the dates ("Vesting Dates")
set forth in the following Vesting Schedule:
(i) 33.33% of the Shares on the 1st anniversary of Date of
▇▇▇▇▇.
(ii) 33.33% of the Shares on the 2nd anniversary of Date of
▇▇▇▇▇.
(iii) 33.34% of the Shares on the 3rd anniversary of Date of
▇▇▇▇▇.
Without limitation, Shares which have not become Vested Option Shares prior to
the Target Date shall vest on the Target Date. For purposes all purposes of this
Option, "Target Date" shall mean the first to occur of (i) an IPO, or (ii) a
Change of Control.
3. EXERCISABILITY OF OPTION.
(a) DATE ON WHICH OPTION BECOMES EXERCISABLE. This Option shall not be
exercisable prior to the earlier of the (i) first Vesting Date or (ii) the
Target Date. On or after the occurrence of the first Vesting Date (and prior to
the termination of this Option) or the Target Date, this Option shall be
exercisable, in whole or in part, with respect to Vested Option Shares.
(b) METHOD OF EXERCISE. Without limitation, this Option shall be
exercised by a written notice delivered to the Committee which shall:
(i) state the election to exercise the Option and the number
of Vested Option Shares in respect of which it is being exercised; and
(ii) be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person or persons other
than the Optionee, be accompanied by proof, satisfactory to the Committee, of
the right of such person or persons to exercise the Option.
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(c) PAYMENT. The Option Price of any Vested Option Shares purchased
shall be paid by the Optionee to the Committee in cash or in Vested Option
Shares, such Vested Option Shares to be valued at the difference between the
Fair Market Value and the Option Price.
(d) ISSUANCE OF SHARES. No person shall be, or have any of the rights
or privileges of, a holder of Shares subject to this Option unless and until
certificates representing such Shares shall have been issued and delivered to
such person, such issuance, without limitation, being subject to the terms of
the Plan. The Optionee agrees that he will (and is under an obligation to)
notify the Company if he disposes of any Shares within one year of acquiring the
Shares, or within two years of the Date of Grant.
(e) SURRENDER OF OPTION. Upon exercise of this Option in part, if
requested by the Committee, the Optionee shall deliver this Option and any other
written agreements executed by the Company and the Optionee with respect to this
Option to the Committee who shall endorse or cause to be endorsed thereon a
notation of such exercise and return all agreements to the Optionee.
4. TERM OF OPTION. Without limitation, the unexercised portion of this
Option shall automatically terminate in accordance with the terms of the Plan.
5. ADMINISTRATION. Without limitation, the Plan and this Option shall be
administered by the Committee provided for and described in Section 14 of the
Plan.
6. LAW GOVERNING. WITHOUT LIMITATION, THIS OPTION SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF TEXAS.
I 3S, INC.
By:
-----------------------------
ACKNOWLEDGMENT
The undersigned hereby acknowledges receipt of this Option and the
opportunity to review the Plan. Furthermore, I hereby acknowledge that I have
had an opportunity to discuss this Option with a representative of the Company
and my personal advisors to the extent I deem necessary or appropriate and that
I understand the terms and provisions of the Option and the Plan, and further I
expressly hereby understand and agree that by my signature below I am agreeing
to be bound by all such terms and provisions (including, without limitation,
those of the Plan incorporated by the terms of the Plan and by reference) of the
Option and the Plan.
Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee (as defined in the Plan) upon any
questions arising under the Plan.
8
Dated as of this day of , 199 .
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Optionee
