EXHIBIT 10.5
STOCK INCENTIVE PLAN
OF
CLARUS CORPORATION
Form of Nonqualified Stock Option Agreement
THIS AGREEMENT (the "Agreement"), made the ____ day of ______________,
_____, between CLARUS CORPORATION, a Delaware corporation (the "Corporation"),
and _________________________________, an employee of the Corporation or a
related corporation (the "Participant");
R E C I T A L S :
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In furtherance of the purposes of the Stock Incentive Plan of Clarus
Corporation, as amended and restated (the "Plan"), the Corporation and the
Participant hereby agree as follows:
1. Incorporation of Plan. The rights and duties of the Corporation
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and the Participant under this Agreement shall in all respects be subject to and
governed by the provisions of the Plan, the terms of which are incorporated
herein by reference. In the event of any conflict between the provisions in the
Agreement and those of the Plan, the provisions of the Plan shall govern. Unless
otherwise defined herein, capitalized terms in this Agreement shall have the
same definitions as set forth in the Plan.
2. Grant of Option; Term of Option. The Corporation hereby grants
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to the Participant pursuant to the Plan, as a matter of separate inducement and
agreement in connection with his employment or service to the Corporation, and
not in lieu of any salary or other compensation for his services, the right and
Option (the "Option") to purchase all or any part of an aggregate of
_______________ (_________) shares (the "shares") of the common stock (the
"Common Stock") of the Corporation, at a purchase price (the "option price") of
_____________________________ ($__________) per share. Except as otherwise
provided in the Plan, the Option will expire if not exercised in full before
______________, ____.
3. Exercise of Option. The Option shall become exercisable on the
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date or dates set forth on Schedule A attached hereto. To the extent that an
Option which is exercisable is not exercised, such Option shall accumulate and
be exercisable by the Participant in whole or in part at any time prior to
expiration of the Option, subject to the terms of the Plan. Upon the exercise of
an Option in whole or in part and payment of the option price in accordance with
the provisions of this Agreement, the Corporation shall as soon thereafter as
practicable deliver to the Participant a certificate or certificates for the
shares purchased. Payment of the option price may be made in the form: (i) cash;
(ii) delivery (by either actual delivery or attestation) of shares of Common
Stock owned by the Participant at the time of exercise for a period of at least
six months and otherwise acceptable to the Administrator; (iii) delivery of
written notice of exercise to the Corporation and delivery to a broker of
written notice of exercise and irrevocable instructions to promptly deliver to
the Corporation the amount of sale or loan proceeds to pay the option price; or
(iv) a combination of the foregoing methods. Shares delivered in payment of the
option price shall be valued at their fair market value on the date of exercise,
as determined by the Administrator by applying the provisions of the Plan.
4. No Right of Continued Employment. Nothing contained in this
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Agreement or the Plan shall confer upon the Participant any right to continue in
the employment or service of the Corporation or a related corporation or
interfere with the right of the Corporation or a related corporation to
terminate the Participant's employment or service at any time. Except as
otherwise expressly provided in the Plan, all rights of the Participant under
the Plan with respect to the unexercised portion of his Option shall terminate
upon termination of the employment of the Participant with the Corporation or a
related corporation.
5. Nontransferability of Option. To the extent that this Option is
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designated as an Incentive Option, the Option shall not be transferable other
than by will or the laws of intestate succession. To the extent that this Option
is designated as a Nonqualified Option, the Option shall not be transferable
other than by will or the laws of intestate succession, except as may be
permitted by the Administrator of the Plan in a manner consistent with the
registration provisions of the Securities Act of 1933, as amended (the
"Securities Act"). Except as may be permitted by the preceding sentence, this
Option shall be exercisable during the Participant's lifetime only by the
Participant or by his guardian or legal representative. The designation of a
beneficiary does not constitute a transfer.
6. Superseding Agreement; Binding Effect. This Agreement supersedes
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any statements, representations or agreements of the Corporation with respect to
the grant of the Options or any related rights, and the Participant hereby
waives any rights or claims related to any such statements, representations or
agreements. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective executors, administrators, next-of-
kin, successors and assigns.
7. Governing Law. Except as otherwise provided in the Plan or
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herein, this Agreement shall be construed and enforced according to the laws of
the State of Delaware, without regard to the conflict of laws provisions of any
state.
8. Amendment and Termination; Waiver. Subject to the terms of the
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Plan, this Agreement may be modified or amended only by the written agreement of
the parties hereto. The waiver by the Corporation of a breach of any provision
of the Agreement by the Participant shall not operate or be construed as a
waiver of any subsequent breach by the Participant.
9. No Rights as Stockholder. The Participant or his legal
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representative, legatees or distributees shall not be deemed to be the holder of
any shares subject to the Option and shall not have any rights of a stockholder
unless and until certificates for such shares have been issued and delivered to
him or them.
10. Withholding. The Participant acknowledges that the Corporation
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shall require the Participant to pay the Corporation the amount of any federal,
state, local or other tax or other amount required by any governmental authority
to be withheld and paid over by the Corporation to such authority for the
account of the Participant, and the Participant agrees, as a condition to the
grant of the Option, to satisfy such obligations.
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11. Administration. The authority to construe and interpret this
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Agreement and the Plan, and to administer all aspects of the Plan, shall be
vested in the Administrator (as such term is defined in the Plan), and the
Administrator shall have all powers with respect to this Agreement as are
provided in the Plan. Any interpretation of the Agreement by the Administrator
and any decision made by it with respect to the Agreement is final and binding.
12. Notices. Except as may be otherwise provided by the Plan, any
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written notices provided for in this Agreement or the Plan shall be in writing
and shall be deemed sufficiently given if either hand delivered or if sent by
fax or overnight courier, or by postage paid first class mail. Notices sent by
mail shall be deemed received three business days after mailed but in no event
later than the date of actual receipt. Notices shall be directed, if to the
Participant, at the Participant's address indicated by the Corporation's
records, or if to the Corporation, at the Corporation's principal office.
13. Severability. The provisions of this Agreement are severable
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and if any one or more provisions may be determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall nevertheless
be binding and enforceable.
14. Restrictions on Shares. The Corporation may impose such
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restrictions on any shares issued pursuant to the exercise of the Option as it
may deem advisable, including without limitation restrictions under the federal
securities laws, the requirements of any stock exchange or similar organization
and any blue sky or state securities laws applicable to such shares.
Notwithstanding any other provision in the Plan or the Agreement to the
contrary, the Corporation shall not be obligated to issue, deliver or transfer
shares of Common Stock, to make any other distribution of benefits, or to take
any other action, unless such delivery, distribution or action is in compliance
with all applicable laws, rules and regulations (including but not limited to
the requirements of the Securities Act). The Corporation may cause a restrictive
legend to be placed on any certificate issued pursuant to the exercise of the
Option in such form as may be prescribed from time to time by applicable laws
and regulations or as may be advised by legal counsel.
IN WITNESS WHEREOF, this Agreement has been executed in behalf of the
Corporation and by the Participant effective as of the day and year first above
written.
CLARUS CORPORATION
By: _________________________________
Name: ______________________________
Title: _____________________________
Attest:
__________________________________
Secretary
[Corporate Seal]
PARTICIPANT
_______________________________(SEAL)
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STOCK INCENTIVE PLAN
OF
CLARUS CORPORATION
Stock Option Agreement
SCHEDULE A
Date Option granted: ___________________, _______.
Date Option expires: ___________________, _______.
Number of shares subject to Option: _______ shares.
Option price (per share): $________.
Date Installment Number of Shares
First Exercisable in Installment Nonqualified Stock Option
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