EXHIBIT 4.3
INTERNATIONAL COMPUTEX, INC.
1995 RESTRICTED NON-QUALIFIED INCENTIVE STOCK OPTION PLAN
---------------------------------------------------------
STOCK OPTION AGREEMENT
----------------------
This Stock Option Agreement (the "Agreement") is entered into by and
between International CompuTex, Inc., a Georgia corporation (the "Company"), and
____________________________________ (the "Participant"). The Company and the
Participant agree as follows:
1. Grant of Stock Option.
---------------------
(a) Pursuant to a duly adopted resolution of the Stock Option
Committee on _______________, 199__ (the "Date of Grant"), the Company has
granted to the Participant under the Company's 1995 Restricted Non-qualified
Incentive Stock Option Plan (the "1995 Plan"), an option (the "Stock Option") to
purchase from the Company, on a split-adjusted basis, a total of
________________ shares of the Company's common stock ("Common Stock"), at an
exercise price per share equal to $0.543 (the "Option Price"). Notwithstanding
that the Stock Option was granted under the 1995 Plan, the Stock Option and this
Agreement shall be governed by the terms of the Company's 1996 Stock Option Plan
(the "Plan"). Any terms used in this Agreement having initial capital letters
but not defined herein shall have the same meanings as in the Plan, the
provisions of which are incorporated into this Agreement by reference. The
Participant acknowledges receipt of a copy of the Plan.
(b) The Stock Option is intended to be a Nonqualified Stock Option.
2. Time of Exercise. The Stock Option may be exercised, in whole or in
----------------
part, according to the following schedule:
Percentage
Exercisable Periods
----------- -------
0% Immediately
25% On the first anniversary of the Date of Grant
50% On the second anniversary of the Date of Grant
75% On the third anniversary of the Date of Grant
100% On the fourth anniversary of the Date of Grant
The unexercised portion of the Stock Option from one annual period may be
carried over to a subsequent annual period or periods, and the right of the
Participant to exercise the Stock Option as to such unexercised portion will
continue for the entire term described in Section 3 below. In no event may the
Stock Option be exercised in whole or in part, however, after the expiration of
such term.
3. Term. The Stock Option will expire and all rights under this
----
Agreement will terminate on the tenth anniversary of the Date of Grant.
4. Restriction on Exercise. The Stock Option:
-----------------------
(a) may be exercised only with respect to full shares and no
fractional shares of Common Stock will be issued upon exercise of the Stock
Option; and
(b) may be exercised in whole or in part, but no certificates
representing shares subject to the Stock Option will be delivered if any
requisite registration with, clearance by, or consent, approval or
authorization of, any governmental authority of any kind having
jurisdiction over the exercise of the Stock Option, or issuance of
securities upon such exercise, has not been obtained.
5. Manner of Exercise. The Stock Option may be exercised by written
------------------
notice to the Company of the number of shares being purchased and the Option
Price to be paid, accompanied by full payment of the Option Price (a) in cash or
by check acceptable to the Company, (b) by the transfer to the Company of shares
of Common Stock owned by the Participant for at least six months and having an
aggregate fair market value per share at the date of exercise equal to the
aggregate Option Price, (c) with the consent of the Stock Option Committee, by
authorizing the Company to withhold a number of shares of Common Stock otherwise
issuable to the Participant having an aggregate fair market value per share on
the date of exercise equal to the aggregate Option Price or (d) by a combination
of any of the foregoing (provided that the payment methods described in clauses
(b) and (c) will not be available at any time that the Company is prohibited
from purchasing or acquiring such shares of Common Stock); provided that payment
of the Option Price may also be made by deferred payment for the proceeds of
sale through a bank or broker of some or all of the shares to which the exercise
relates. Any federal, state or local taxes required to be paid or withheld at
the time of exercise will be paid or withheld in full prior to any delivery of
shares upon exercise.
6. Non-Transferability of Stock Options. This Stock Option is not
------------------------------------
assignable or transferable by the Participant other than by will or the laws of
descent and distribution, or pursuant to a qualified domestic relations order as
defined by the Internal Revenue Code of 1986, as amended, or the Employee
Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.
2
7. Rights as Stockholder. Neither the Participant nor any of the
---------------------
Participant's beneficiaries will be deemed to have any rights as a stockholder
with respect to any shares covered by the Stock Option until the issuance of a
certificate to the Participant or such beneficiaries for such shares.
8. Adjustments. The number of shares of Common Stock covered by the
-----------
Stock Option evidenced by this Agreement, and the Option Price thereof, will be
subject to adjustment as provided in the Plan. No adjustment will be made for
dividends or other rights for which the record date is prior to the issuance of
the certificate or certificates representing the shares issued pursuant to the
Stock Option.
9. Rights in Event of Death or Termination of Employment as a Result of
--------------------------------------------------------------------
Disability of Participant. If the Participant dies or terminates employment as
-------------------------
a result of disability prior to termination of the Participant's rights to
exercise the Stock Option, any unexercised portion of the Stock Option will
continue to vest in accordance with Section 2 and will be exercisable, subject
to all conditions of the Plan and this Agreement, for a period of one year from
the date of the Participant's death or termination of employment as a result of
disability. In the event of the death of the Participant, the Stock Option may
be exercised by the Participant's estate or a person who acquired the right to
exercise the Stock Option by bequest or inheritance or by reason of the death of
the Participant. For purposes of this Section, the Board or a committee of the
Board with authority to address this issue, will have sole discretion to
determine whether termination of a Participant's employment has occurred "as a
result of disability." In no event may the Stock Option be exercised after the
expiration date set forth in Section 3.
10. Rights in Event of Termination of Employment Other Than as a Result of
----------------------------------------------------------------------
Death or Disability.
-------------------
(a) With respect to a Participant who is an employee of the Company or
any Subsidiary on the Date of Grant, if the Participant ceases to be
employed by the Company and all Subsidiaries, other than as a result of
death or disability, prior to the termination of the Participant's rights
to exercise the Stock Option, the Stock Option will cease to vest in
accordance with Section 2 on the date following the last day on which the
Participant is entitled to receive any compensation, including but not
limited to severance or termination payments, from the Company. To the
extent the Stock Option was exercisable on such date, and only to such
extent, the Stock Option will be exercisable through the 90th day following
such date. In no event may the Stock Option be exercised after the
expiration date set forth in Section 3.
(b) Notwithstanding the terms of Sections 9 and 10(a), in the event
that the employment of Participant is terminated, for any reason
whatsoever, prior to the closing date of the initial public offering of the
Common Stock, the terms of this paragraph (b) shall apply; otherwise the
terms of Sections 9 or 10(a) shall apply, as appropriate. Upon termination
of employment of Participant at a time when this Section 10(b) applies, and
3
if such termination of employment occurs prior to the fourth anniversary of
the Date of Grant, then any Common Stock acquired by Participant or his
estate pursuant to exercise of the Stock Option, regardless of the
ownership of such Common Stock at that time, shall be automatically
forfeited to the Company. In such event, the Company shall return to
Participant an amount equal to the Option Price paid for such shares of
Common Stock so forfeited, plus an amount equal to 2% of the Option Price
per annum, calculated from the date or dates on which the Option Price was
paid. The certificate(s) representing the Common Stock issued upon exercise
of the Stock Option while this Section 10(b) is in effect shall bear a
legend referring to this provision. Following the first to occur of the
closing of the initial public offering of the Common Stock or the fourth
anniversary of the Date of Grant, the Company shall, upon request of the
Participant and delivery of any such certificate, cause such certificate to
be cancelled and a replacement certificate issued without such restrictive
legend.
11. Exercisability upon Change in Control.
-------------------------------------
(a) Notwithstanding the vesting schedule in Section 2, in the event of
a Change in Control, as hereinafter defined, or a threatened Change in
Control, any unexercised portion of the Stock Option shall become
immediately exercisable. Whether a Change in Control is threatened will be
determined solely by the Board. Nothing herein shall prevent the assumption
of the Stock Option or substitution therefor of a new stock option by the
surviving corporation in a merger if agreed to by the Participant.
(b) For purposes of Section 11(a), a "Change in Control" means the
occurrence, prior to the expiration of the Stock Option, of any of the
following events:
(i) the Company is merged, consolidated or reorganized into or
with another corporation or other legal person, and as a result of
such merger, consolidation or reorganization less than two-thirds of
the combined voting power of the then-outstanding securities entitled
to vote generally in the election of directors ("Voting Stock") of
such corporation or person immediately after such transaction is held
in the aggregate by the holders of Voting Stock of the Company
immediately prior to such transaction;
(ii) the Company sells or otherwise transfers all or
substantially all of its assets to another corporation or other legal
person, and as a result of such sale or transfer less than two-thirds
of the combined voting power of the then-outstanding Voting Stock of
such corporation or person immediately after such sale or transfer is
held in the aggregate by the holders of Voting Stock of the Company
immediately prior to such sale or transfer;
4
(iii) there is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as promulgated
pursuant to the Act, disclosing that any person (as the term "person"
is used in Section 13(d)(3) or Section 14(d)(2) of the Act) has become
the beneficial owner (as the term "beneficial owner" is defined under
Rule 13d-3 or any successor rule or regulation promulgated under the
Act) of securities representing 20% or more of the combined voting
power of the then-outstanding Voting Stock of the Company;
(iv) the Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Act disclosing in
response to Form 8-K or Schedule 14A (or any successor schedule, form
or report or item therein) that a change in control of the Company has
occurred or will occur in the future pursuant to any then-existing
contract or transaction; or
(v) if, during any period of two consecutive years, individuals
who at the beginning of any such period constitute the directors of
the Company cease for any reason to constitute at least a majority
thereof; provided, however, that for purposes of this clause (v) each
director who is first elected, or first nominated for election by the
Company's stockholders, by a vote of at least two-thirds of the
directors of the Company (or a committee thereof) then still in office
who were directors of the Company at the beginning of any such period
will be deemed to have been a director of the Company at the beginning
of such period.
Notwithstanding the foregoing provisions of clauses (iii) or (iv) above, unless
otherwise determined in a specific case by majority vote of the Board, a "Change
in Control" will not be deemed to have occurred for purposes of clause (iii) or
clause (iv) above solely because (A) the Company, (B) a Subsidiary, or (C) any
Company-sponsored employee stock ownership plan or any other employee benefit
plan of the Company or any Subsidiary either files or becomes obligated to file
a report or a proxy statement under or in response to Schedule 13D, Schedule
14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or
item therein) under the Act disclosing beneficial ownership by it of shares of
voting Stock of the Company, whether in excess of 20% or otherwise, or because
the Company reports that a change in control of the Company has occurred or will
occur in the future by reason of such beneficial ownership or any increase or
decrease thereof.
12. Stock Purchased for Investment. Unless the shares are covered by a
------------------------------
then current and effective registration statement under the Securities Act of
1933, as then in effect, the Participant, by accepting the Stock Option,
represents, warrants, covenants and agrees on behalf of the Participant and the
Participant's transferees that all shares of Common Stock purchased upon the
exercise of the Stock Option will be acquired for investment and not for resale
or distribution, and that upon each exercise of any portion of the Stock Option,
the person entitled to exercise the same will furnish evidence satisfactory to
the Company (including a written and signed representation) to the effect that
the shares are being acquired in good faith for investment
5
and not for resale or distribution. The Participant agrees to furnish or
execute such documents as the Company in its discretion deems necessary to (a)
evidence such exercise of the Stock Option, (b) determine whether a registration
is then required under the Securities Act of 1933, as then in effect, and (c)
comply with or satisfy the requirements of the Securities Act of 1933, or any
other federal, state or local law, as then in effect.
13. Notices. Each notice relating to this Agreement will be in writing
-------
and delivered in person or by certified mail to the proper address. Each notice
will be deemed to have been given on the date it is received. Each notice to
the Company will be addressed to it at its principal office, now 0000 Xxxxxxxxxx
Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000-0000, attention of the
Secretary. Each notice to the Participant or other person or persons then
entitled to exercise the Stock Option will be addressed to the Participant or
such other person or persons at the Participant's address specified below.
Anyone to whom a notice may be given under this Agreement may designate a new
address by notice to that effect.
14. Employment. This Agreement does not confer upon the Participant any
----------
right to be employed or to continue in the employ of the Company or any
Subsidiary, nor does it in any way interfere with the right of the Company or
any Subsidiary to terminate the employment of the Participant at any time.
15. No Obligation to Exercise Stock Option. This Agreement does not
--------------------------------------
impose any obligation upon the Participant to exercise the Stock Option.
16. Amendments. The Board or any stock option committee established by
----------
the Board under the Plan may, without the consent of the Participant, amend this
Agreement, or otherwise take action, to accelerate the time or times at which
the Stock Option may be exercised, to extend the term described in Section 3, to
waive any other condition or restriction applicable to the Stock Option or to
the Exercise of the Stock Option, to reduce the Option Price and to make any
other change permitted to be made under the Plan without the consent of the
Participant; and may amend the Agreement in any other respect with the consent
of the Participant.
17. Governing Law. This Agreement is intended to be performed in the
-------------
State of Georgia and will be construed and enforced in accordance with and
governed by the laws of such State.
6
18. Entire Agreement. This Agreement, together with the Plan, constitutes
----------------
the entire agreement of the Company and the Participant and supersedes all prior
contracts, agreements, arrangements, communications, discussions and
representations, whether oral or written, with respect to the subject matter
hereof. Without limiting the foregoing, this Agreement supersedes and replaces
the stock option agreement originally executed between the Company and
Participant, relating to the grant of the Stock Option.
IN WITNESS WHEREOF, the Company and the Participant have executed this
Agreement as of the 31st day of December, 1996.
INTERNATIONAL COMPUTEX, INC.
By:
-------------------------------------
Title:
----------------------------------
PARTICIPANT:
----------------------------------------
Signature
----------------------------------------
Print Name
Social Security Number:
-----------------
Address for Notice:
----------------------------------------
----------------------------------------
7
INTERNATIONAL COMPUTEX, INC.
1996 STOCK OPTION PLAN
----------------------
STOCK OPTION AGREEMENT
----------------------
This Stock Option Agreement (the "Agreement") is entered into by and
between International CompuTex, Inc., a Georgia corporation (the "Company"), and
____________________________________ (the "Participant"). The Company and the
Participant agree as follows:
1. Grant of Stock Option.
---------------------
(a) Pursuant to a duly adopted resolution of the Stock Option
Committee on _______________, 199__ (the "Date of Grant"), the Company hereby
grants to the Participant, upon the terms and conditions set forth below and
subject to the terms and conditions of the Company's 1996 Stock Option Plan (the
"Plan"), an option (the "Stock Option") to purchase from the Company a total of
________________ shares of the Company's common stock, par value $.001 per share
("Common Stock"), at an exercise price per share equal to $______________ (the
"Option Price"). Any terms used in this Agreement having initial capital letters
but not defined herein shall have the same meanings as in the Plan, the
provisions of which are incorporated into this Agreement by reference. The
Participant acknowledges receipt of a copy of the Plan.
(b) The Stock Option is intended to be an Incentive Stock Option.
2. Time of Exercise. The Stock Option may be exercised, in whole or in
----------------
part, according to the following schedule:
Percentage
Exercisable Periods
----------- -------
0% Immediately
25% On the first anniversary of the Date of Grant
50% On the second anniversary of the Date of Grant
75% On the third anniversary of the Date of Grant
100% On the fourth anniversary of the Date of Grant
The unexercised portion of the Stock Option from one annual period may be
carried over to a subsequent annual period or periods, and the right of the
Participant to exercise the Stock Option as to such unexercised portion will
continue for the entire term described in Section 3 below. In no event may the
Stock Option be exercised in whole or in part, however, after the expiration of
such term.
3. Term. The Stock Option will expire and all rights under this
----
Agreement will terminate on the tenth anniversary of the Date of Grant.
4. Restriction on Exercise. The Stock Option:
-----------------------
(a) may be exercised only with respect to full shares and no
fractional shares of Common Stock will be issued upon exercise of the Stock
Option; and
(b) may be exercised in whole or in part, but no certificates
representing shares subject to the Stock Option will be delivered if any
requisite registration with, clearance by, or consent, approval or
authorization of, any governmental authority of any kind having
jurisdiction over the exercise of the Stock Option, or issuance of
securities upon such exercise, has not been obtained.
5. Manner of Exercise. The Stock Option may be exercised by written
------------------
notice to the Company of the number of shares being purchased and the Option
Price to be paid, accompanied by full payment of the Option Price (a) in cash or
by check acceptable to the Company, (b) by the transfer to the Company of shares
of Common Stock owned by the Participant for at least six months and having an
aggregate fair market value per share at the date of exercise equal to the
aggregate Option Price, (c) with the consent of the Stock Option Committee, by
authorizing the Company to withhold a number of shares of Common Stock otherwise
issuable to the Participant having an aggregate fair market value per share on
the date of exercise equal to the aggregate Option Price or (d) by a combination
of any of the foregoing (provided that the payment methods described in clauses
(b) and (c) will not be available at any time that the Company is prohibited
from purchasing or acquiring such shares of Common Stock); provided that payment
of the Option Price may also be made by deferred payment for the proceeds of
sale through a bank or broker of some or all of the shares to which the exercise
relates. Any federal, state or local taxes required to be paid or withheld at
the time of exercise will be paid or withheld in full prior to any delivery of
shares upon exercise.
6. Non-Transferability of Stock Options. This Stock Option is not
------------------------------------
assignable or transferable by the Participant other than by will or the laws of
descent and distribution, or pursuant to a qualified domestic relations order as
defined by the Internal Revenue Code of 1986, as amended, or the Employee
Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.
7. Rights as Stockholder. Neither the Participant nor any of the
---------------------
Participant's beneficiaries will be deemed to have any rights as a stockholder
with respect to any shares covered by the Stock Option until the issuance of a
certificate to the Participant or such beneficiaries for such shares.
2
8. Adjustments. The number of shares of Common Stock covered by the
-----------
Stock Option evidenced by this Agreement, and the Option Price thereof, will be
subject to adjustment as provided in the Plan. No adjustment will be made for
dividends or other rights for which the record date is prior to the issuance of
the certificate or certificates representing the shares issued pursuant to the
Stock Option.
9. Rights in Event of Death or Termination of Employment as a Result of
--------------------------------------------------------------------
Disability of Participant. If the Participant dies or terminates employment as
-------------------------
a result of disability prior to termination of the Participant's rights to
exercise the Stock Option, any unexercised portion of the Stock Option will
continue to vest in accordance with Section 2 and will be exercisable, subject
to all conditions of the Plan and this Agreement, for a period of one year from
the date of the Participant's death or termination of employment as a result of
disability. In the event of the death of the Participant, the Stock Option may
be exercised by the Participant's estate or a person who acquired the right to
exercise the Stock Option by bequest or inheritance or by reason of the death of
the Participant. For purposes of this Section, the Board or a committee of the
Board with authority to address this issue, will have sole discretion to
determine whether termination of a Participant's employment has occurred "as a
result of disability." In no event may the Stock Option be exercised after the
expiration date set forth in Section 3.
10. Rights in Event of Termination of Employment Other Than as a
------------------------------------------------------------
Result of Death or Disability. With respect to a Participant who is an employee
-----------------------------
of the Company or any Subsidiary on the Date of Grant, if the Participant ceases
to be employed by the Company and all Subsidiaries, other than as a result of
death or disability, prior to the termination of the Participant's rights to
exercise the Stock Option, the Stock Option will cease to vest in accordance
with Section 2 on the date following the last day on which the Participant is
entitled to receive any compensation, including but not limited to severance or
termination payments, from the Company. To the extent the Stock Option was
exercisable on such date, and only to such extent, the Stock Option will be
exercisable through the 90th day following such date. In no event may the Stock
Option be exercised after the expiration date set forth in Section 3.
11. Exercisability upon Change in Control.
-------------------------------------
(a) Notwithstanding the vesting schedule in Section 2, in the event of
a Change in Control, as hereinafter defined, or a threatened Change in
Control, any unexercised portion of the Stock Option shall become
immediately exercisable. Whether a Change in Control is threatened will be
determined solely by the Board. Nothing herein shall prevent the assumption
of the Stock Option or substitution therefor of a new stock option by the
surviving corporation in a merger if agreed to by the Participant.
(b) For purposes of Section 11(a), a "Change in Control" means the
occurrence, prior to the expiration of the Stock Option, of any of the
following events:
3
(i) the Company is merged, consolidated or reorganized into or
with another corporation or other legal person, and as a result of
such merger, consolidation or reorganization less than two-thirds of
the combined voting power of the then-outstanding securities entitled
to vote generally in the election of directors ("Voting Stock") of
such corporation or person immediately after such transaction are held
in the aggregate by the holders of Voting Stock of the Company
immediately prior to such transaction;
(ii) the Company sells or otherwise transfers all or
substantially all of its assets to another corporation or other legal
person, and as a result of such sale or transfer less than two-thirds
of the combined voting power of the then-outstanding Voting Stock of
such corporation or person immediately after such sale or transfer is
held in the aggregate by the holders of Voting Stock of the Company
immediately prior to such sale or transfer;
(iii) there is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as promulgated
pursuant to the Act, disclosing that any person (as the term "person"
is used in Section 13(d)(3) or Section 14(d)(2) of the Act) has become
the beneficial owner (as the term "beneficial owner" is defined under
Rule 13d-3 or any successor rule or regulation promulgated under the
Act) of securities representing 20% or more of the combined voting
power of the then-outstanding Voting Stock of the Company;
(iv) the Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Act disclosing in
response to Form 8-K or Schedule 14A (or any successor schedule, form
or report or item therein) that a change in control of the Company has
occurred or will occur in the future pursuant to any then-existing
contract or transaction; or
(v) if, during any period of two consecutive years, individuals
who at the beginning of any such period constitute the directors of
the Company cease for any reason to constitute at least a majority
thereof; provided, however, that for purposes of this clause (v) each
director who is first elected, or first nominated for election by the
Company's stockholders, by a vote of at least two-thirds of the
directors of the Company (or a committee thereof) then still in office
who were directors of the Company at the beginning of any such period
will be deemed to have been a director of the Company at the beginning
of such period.
Notwithstanding the foregoing provisions of clauses (iii) or (iv) above, unless
otherwise determined in a specific case by majority vote of the Board, a "Change
in Control" will not be deemed to have occurred for purposes of clause (iii) or
clause (iv) above solely because (A) the Company, (B) a Subsidiary, or (C) any
Company-sponsored employee stock ownership plan or any other employee benefit
plan of the Company or any Subsidiary either files or becomes obligated to file
a report or a proxy statement under or in response to Schedule 13D, Schedule
4
14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or
item therein) under the Act disclosing beneficial ownership by it of shares of
voting Stock of the Company, whether in excess of 20% or otherwise, or because
the Company reports that a change in control of the Company has occurred or will
occur in the future by reason of such beneficial ownership or any increase or
decrease thereof.
12. Stock Purchased for Investment. Unless the shares are covered by a
------------------------------
then current and effective registration statement under the Securities Act of
1933, as then in effect, the Participant, by accepting the Stock Option,
represents, warrants, covenants and agrees on behalf of the Participant and the
Participant's transferees that all shares of Common Stock purchased upon the
exercise of the Stock Option will be acquired for investment and not for resale
or distribution, and that upon each exercise of any portion of the Stock Option,
the person entitled to exercise the same will furnish evidence satisfactory to
the Company (including a written and signed representation) to the effect that
the shares are being acquired in good faith for investment and not for resale or
distribution. The Participant agrees to furnish or execute such documents as
the Company in its discretion deems necessary to (a) evidence such exercise of
the Stock Option, (b) determine whether a registration is then required under
the Securities Act of 1933, as then in effect, and (c) comply with or satisfy
the requirements of the Securities Act of 1933, or any other federal, state or
local law, as then in effect.
13. Notices. Each notice relating to this Agreement will be in writing
-------
and delivered in person or by certified mail to the proper address. Each notice
will be deemed to have been given on the date it is received. Each notice to
the Company will be addressed to it at its principal office, now 0000 Xxxxxxxxxx
Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000-0000, attention of the
Secretary. Each notice to the Participant or other person or persons then
entitled to exercise the Stock Option will be addressed to the Participant or
such other person or persons at the Participant's address specified below.
Anyone to whom a notice may be given under this Agreement may designate a new
address by notice to that effect.
14. Employment. This Agreement does not confer upon the Participant any
----------
right to be employed or to continue in the employ of the Company or any
Subsidiary, nor does it in any way interfere with the right of the Company or
any Subsidiary to terminate the employment of the Participant at any time.
15. No Obligation to Exercise Stock Option. This Agreement does not
--------------------------------------
impose any obligation upon the Participant to exercise the Stock Option.
16. Amendments. The Board or any stock option committee established by
----------
the Board under the Plan may, without the consent of the Participant, amend this
Agreement, or otherwise take action, to accelerate the time or times at which
the Stock Option may be exercised, to extend the term described in Section 3, to
waive any other condition or restriction applicable to the Stock Option or to
the Exercise of the Stock Option, to reduce the Option Price and to make any
other change permitted to be made under the Plan without the consent of the
Participant; and may amend the Agreement in any other respect with the consent
of the Participant.
5
17. Governing Law. This Agreement is intended to be performed in the
-------------
State of Georgia and will be construed and enforced in accordance with and
governed by the laws of such State.
18. Entire Agreement. This Agreement, together with the Plan, constitutes
----------------
the entire agreement of the Company and the Participant and supersedes all prior
contracts, agreements, arrangements, communications, discussions and
representations, whether oral or written, with respect to the subject matter
hereof.
IN WITNESS WHEREOF, the Company and the Participant have executed this
Agreement as of the ____ day of ________, 19___.
INTERNATIONAL COMPUTEX, INC.
By:
-------------------------------------
Title:
----------------------------------
PARTICIPANT:
----------------------------------------
Signature
----------------------------------------
Print Name
Social Security Number:
-----------------
Address for Notice:
----------------------------------------
----------------------------------------
6
INTERNATIONAL COMPUTEX, INC.
1996 STOCK OPTION PLAN
----------------------
STOCK OPTION AGREEMENT
----------------------
This Stock Option Agreement (the "Agreement") is entered into by and
between International CompuTex, Inc., a Georgia corporation (the "Company"), and
___________________________________, a Nonemployee Director of the Company (the
"Participant"). The Company and the Participant agree as follows:
1. Grant of Stock Option.
---------------------
(a) Pursuant to Section 6 of the Company's 1996 Stock Option Plan (the
"Plan"), and effective _______________, ____ (the "Date of Grant"), the Company
hereby grants to the Participant, upon the terms and conditions set forth below
and subject to the terms and conditions of the Plan, an option (the "Stock
Option") to purchase from the Company a total of ________________ shares of the
Company's common stock, par value $.001 per share ("Common Stock"), at an
exercise price per share equal to $______________ (the "Option Price"), which is
the closing market price per share of the Common Stock on the Nasdaq National
Market System on the Date of Grant. Any terms used in this Agreement having
initial capital letters but not defined herein shall have the same meanings as
in the Plan, the provisions of which are incorporated into this Agreement by
reference. The Participant acknowledges receipt of a copy of the Plan.
(b) The Stock Option is a nonqualified stock option, and is not an
Incentive Stock Option.
2. Time of Exercise. The Stock Option may be exercised, in whole or in
----------------
part, according to the following schedule:
Percentage
Exercisable Periods
----------- -------
0% Immediately
25% On the first anniversary of the Date of Grant
50% On the second anniversary of the Date of Grant
75% On the third anniversary of the Date of Grant
100% On the fourth anniversary of the Date of Grant
The unexercised portion of the Stock Option from one annual period may be
carried over to a subsequent annual period or periods, and the right of the
Participant to exercise the Stock Option as to such unexercised portion will
continue for the entire term described in Section 3
below. In no event may the Stock Option be exercised in whole or in part,
however, after the expiration of such term.
3. Term. The Stock Option will expire and all rights under this
----
Agreement will terminate on the fifth anniversary of the Date of Grant.
4. Restriction on Exercise. The Stock Option:
-----------------------
(a) may be exercised only with respect to full shares and no
fractional shares of Common Stock will be issued upon exercise of the Stock
Option; and
(b) may be exercised in whole or in part, but no certificates
representing shares subject to the Stock Option will be delivered if any
requisite registration with, clearance by, or consent, approval or
authorization of, any governmental authority of any kind having
jurisdiction over the exercise of the Stock Option, or issuance of
securities upon such exercise, has not been obtained.
5. Manner of Exercise. The Stock Option may be exercised by written
------------------
notice to the Company of the number of shares being purchased and the Option
Price to be paid, accompanied by full payment of the Option Price (a) in cash or
by check acceptable to the Company, (b) by the transfer to the Company of shares
of Common Stock owned by the Participant for at least six months and having an
aggregate fair market value per share at the date of exercise equal to the
aggregate Option Price, (c) with the consent of the Stock Option Committee, by
authorizing the Company to withhold a number of shares of Common Stock otherwise
issuable to the Participant having an aggregate fair market value per share on
the date of exercise equal to the aggregate Option Price or (d) by a combination
of any of the foregoing (provided that the payment methods described in clauses
(b) and (c) will not be available at any time that the Company is prohibited
from purchasing or acquiring such shares of Common Stock); provided that payment
of the Option Price may also be made by deferred payment for the proceeds of
sale through a bank or broker of some or all of the shares to which the exercise
relates. Any federal, state or local taxes required to be paid or withheld at
the time of exercise will be paid or withheld in full prior to any delivery of
shares upon exercise.
6. Non-Transferability of Stock Options. This Stock Option is not
------------------------------------
assignable or transferable by the Participant other than by will or the laws of
descent and distribution, or pursuant to a qualified domestic relations order as
defined by the Internal Revenue Code of 1986, as amended, or the Employee
Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.
7. Rights as Stockholder. Neither the Participant nor any of the
---------------------
Participant's beneficiaries will be deemed to have any rights as a stockholder
with respect to any shares covered by the Stock Option until the issuance of a
certificate to the Participant or such beneficiaries for such shares.
2
8. Adjustments. The number of shares of Common Stock covered by the
-----------
Stock Option evidenced by this Agreement, and the Option Price thereof, will be
subject to adjustment as provided in the Plan. No adjustment will be made for
dividends or other rights for which the record date is prior to the issuance of
the certificate or certificates representing the shares issued pursuant to the
Stock Option.
9. Rights in Event of Death or Termination of Director Status as a Result
----------------------------------------------------------------------
of Disability of Participant. If the Participant dies or terminates director
----------------------------
status as a result of disability prior to termination of the Participant's
rights to exercise the Stock Option, any unexercised portion of the Stock Option
will continue to vest in accordance with Section 2 and will be exercisable,
subject to all conditions of the Plan and this Agreement, for a period of one
year from the date of the Participant's death or termination of director status
as a result of disability. In the event of the death of the Participant, the
Stock Option may be exercised by the Participant's estate or a person who
acquired the right to exercise the Stock Option by bequest or inheritance or by
reason of the death of the Participant. For purposes of this Section, the Board
or a committee of the Board with authority to address this issue, will have sole
discretion to determine whether termination of a Participant's director status
has occurred "as a result of disability." In no event may the Stock Option be
exercised after the expiration date set forth in Section 3.
10. Rights in Event of Termination of Director Status Other Than
------------------------------------------------------------
as a Result of Death or Disability. If the Participant ceases to be a director
----------------------------------
of the Company, other than as a result of death or disability, prior to the
termination of the Participant's rights to exercise the Stock Option, the Stock
Option will cease to vest in accordance with Section 2 on the date Participant
ceases to be a director of the Company. To the extent the Stock Option was
exercisable on such date, and only to such extent, the Stock Option will be
exercisable through the 90th day following such date. In no event may the Stock
Option be exercised after the expiration date set forth in Section 3.
11. Exercisability upon Change in Control.
-------------------------------------
(a) Notwithstanding the vesting schedule in Section 2, in the event of
a Change in Control, as hereinafter defined, or a threatened Change in
Control, any unexercised portion of the Stock Option shall become
immediately exercisable. Whether a Change in Control is threatened will be
determined solely by the Board. Nothing herein shall prevent the assumption
of the Stock Option or substitution therefor of a new stock option by the
surviving corporation in a merger if agreed to by the Participant.
(b) For purposes of Section 11(a), a "Change in Control" means the
occurrence, prior to the expiration of the Stock Option, of any of the
following events:
(i) the Company is merged, consolidated or reorganized into or
with another corporation or other legal person, and as a result of
such merger,
3
consolidation or reorganization less than two-thirds of the combined
voting power of the then-outstanding securities entitled to vote
generally in the election of directors ("Voting Stock") of such
corporation or person immediately after such transaction are held in
the aggregate by the holders of Voting Stock of the Company
immediately prior to such transaction;
(ii) the Company sells or otherwise transfers all or
substantially all of its assets to another corporation or other legal
person, and as a result of such sale or transfer less than two-thirds
of the combined voting power of the then-outstanding Voting Stock of
such corporation or person immediately after such sale or transfer is
held in the aggregate by the holders of Voting Stock of the Company
immediately prior to such sale or transfer;
(iii) there is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as promulgated
pursuant to the Act, disclosing that any person (as the term "person"
is used in Section 13(d)(3) or Section 14(d)(2) of the Act) has become
the beneficial owner (as the term "beneficial owner" is defined under
Rule 13d-3 or any successor rule or regulation promulgated under the
Act) of securities representing 20% or more of the combined voting
power of the then-outstanding Voting Stock of the Company;
(iv) the Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Act disclosing in
response to Form 8-K or Schedule 14A (or any successor schedule, form
or report or item therein) that a change in control of the Company has
occurred or will occur in the future pursuant to any then-existing
contract or transaction; or
(v) if, during any period of two consecutive years, individuals
who at the beginning of any such period constitute the directors of
the Company cease for any reason to constitute at least a majority
thereof; provided, however, that for purposes of this clause (v) each
director who is first elected, or first nominated for election by the
Company's stockholders, by a vote of at least two-thirds of the
directors of the Company (or a committee thereof) then still in office
who were directors of the Company at the beginning of any such period
will be deemed to have been a director of the Company at the beginning
of such period.
Notwithstanding the foregoing provisions of clauses (iii) or (iv) above, unless
otherwise determined in a specific case by majority vote of the Board, a "Change
in Control" will not be deemed to have occurred for purposes of clause (iii) or
clause (iv) above solely because (A) the Company, (B) a Subsidiary, or (C) any
Company-sponsored employee stock ownership plan or any other employee benefit
plan of the Company or any Subsidiary either files or becomes obligated to file
a report or a proxy statement under or in response to Schedule 13D, Schedule
14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or
item therein)
4
under the Act disclosing beneficial ownership by it of shares of voting Stock of
the Company, whether in excess of 20% or otherwise, or because the Company
reports that a change in control of the Company has occurred or will occur in
the future by reason of such beneficial ownership or any increase or decrease
thereof.
12. Stock Purchased for Investment. Unless the shares are covered by a
------------------------------
then current and effective registration statement under the Securities Act of
1933, as then in effect, the Participant, by accepting the Stock Option,
represents, warrants, covenants and agrees on behalf of the Participant and the
Participant's transferees that all shares of Common Stock purchased upon the
exercise of the Stock Option will be acquired for investment and not for resale
or distribution, and that upon each exercise of any portion of the Stock Option,
the person entitled to exercise the same will furnish evidence satisfactory to
the Company (including a written and signed representation) to the effect that
the shares are being acquired in good faith for investment and not for resale or
distribution. The Participant agrees to furnish or execute such documents as
the Company in its discretion deems necessary to (a) evidence such exercise of
the Stock Option, (b) determine whether a registration is then required under
the Securities Act of 1933, as then in effect, and (c) comply with or satisfy
the requirements of the Securities Act of 1933, or any other federal, state or
local law, as then in effect.
13. Notices. Each notice relating to this Agreement will be in writing
-------
and delivered in person or by certified mail to the proper address. Each notice
will be deemed to have been given on the date it is received. Each notice to
the Company will be addressed to it at its principal office, now 0000 Xxxxxxxxxx
Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000-0000, attention of the
Secretary. Each notice to the Participant or other person or persons then
entitled to exercise the Stock Option will be addressed to the Participant or
such other person or persons at the Participant's address specified below.
Anyone to whom a notice may be given under this Agreement may designate a new
address by notice to that effect.
14. Director Status. This Agreement does not confer upon the Participant
---------------
any right to be a director or to continue to be a director of the Company, nor
does it in any way interfere with the right of the Company or its shareholders
to terminate the director status of the Participant at any time.
15. No Obligation to Exercise Stock Option. This Agreement does not
--------------------------------------
impose any obligation upon the Participant to exercise the Stock Option.
16. Amendments. The Board or any stock option committee established by
----------
the Board under the Plan may, without the consent of the Participant, amend this
Agreement, or otherwise take action, to accelerate the time or times at which
the Stock Option may be exercised, to extend the term described in Section 3, to
waive any other condition or restriction applicable to the Stock Option or to
the Exercise of the Stock Option, to reduce the Option Price and to make any
other change permitted to be made under the Plan without the consent of the
Participant; and may amend the Agreement in any other respect with the consent
of the Participant.
5
17. Governing Law. This Agreement is intended to be performed in the
-------------
State of Georgia and will be construed and enforced in accordance with and
governed by the laws of such State.
18. Entire Agreement. This Agreement, together with the Plan, constitutes
----------------
the entire agreement of the Company and the Participant and supersedes all prior
contracts, agreements, arrangements, communications, discussions and
representations, whether oral or written, with respect to the subject matter
hereof.
IN WITNESS WHEREOF, the Company and the Participant have executed this
Agreement as of the __________ day of ____________________, ____.
INTERNATIONAL COMPUTEX, INC.
By:
-------------------------------------
Title:
----------------------------------
PARTICIPANT:
----------------------------------------
Signature
----------------------------------------
Print Name
Social Security Number:
-----------------
Address for Notices:
----------------------------------------
----------------------------------------
6
