EXHIBIT 10.17
GEOSCIENCE CORPORATION
DIRECTOR STOCK OPTION AGREEMENT
AGREEMENT made effective the Date, (the "Grant Date"), between GEOSCIENCE
CORPORATION, a Nevada corporation (the "Company"), and Name ("Optionee").
To carry out the purposes of the GeoScience Corporation 1996 Equity
Incentive Plan, as amended, to which this Agreement is expressly subject and a
copy of which is attached hereto as EXHIBIT "A", by affording Optionee the
opportunity to purchase shares of Common Stock, par value $.01 per share, of the
Company ("Stock"), and in consideration of the mutual agreements and other
matters set forth herein and in the Plan, the Company and Optionee hereby agree
as follows:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right
and option (the "Option") to purchase all or any part of an aggregate of
-Shares- shares of Stock, on the terms and conditions set forth herein and in
the Plan.
2. EXERCISE PRICE. The exercise price of the Option shall be Price per
share.
3. EXERCISE OF OPTION.
(a) Subject to the further provisions of this Agreement, the Option
granted pursuant to this Agreement shall not become exercisable until the
first day that is more than six months after the date hereof and
thereafter shall be fully exercisable.
(b) Subject to the earlier expiration of the Option as herein
provided and subject to the terms and conditions contained herein, the
Option may be exercised by written notice (which complies in all respects
with the provisions of this Agreement) to the Company at its principal
executive office addressed to the attention of the Secretary of the
Company, identifying the Option and specifying the number of shares that
the Optionee decides to purchase, such exercise to be effective at the
time of receipt of such written notice at the Company's principal
executive office during normal business hours. The notice shall not be
considered to be properly given unless accompanied by full payment and all
documentation deemed appropriate by the Committee to reflect exercise of
the Option and compliance with all applicable laws, rules and regulations.
(c) The Option shall automatically be exercisable in full upon the
occurrence of a "Change in Control" of the Company (as defined in the
Plan).
(d) Notwithstanding anything herein to the contrary, including,
without limitation Paragraph 6, in no event shall the Option, or any part
thereof, be exercisable after the tenth anniversary of the Grant Date.
4. PAYMENT OF OPTION EXERCISE PRICE. Upon exercise of the Option, the full
option exercise price for the shares with respect to which the Option is being
exercised shall be payable to the Company (i) in cash or by check payable and
acceptable to the Company, (ii) by tendering to the Company shares of Stock
owned by the Optionee having an aggregate Market Value Per Share as of the date
of exercise and tender that is not greater than the full Option exercise price
for the shares with respect to which the Option is being exercised and by paying
any remaining amount of the Option exercise price as provided in (i) above
(provided that the Committee may, upon confirming that the Optionee owns the
number of shares being tendered, authorize the issuance of a new certificate for
the number of shares being acquired pursuant to the exercise of the Option less
the number of shares being tendered upon the exercise and return to the Optionee
(or not require surrender of) the certificate for the shares being tendered upon
the exercise), (iii) by the Optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the
Company to pay the option exercise price and any required withholding amounts;
provided that in the event the Optionee chooses to pay the Option exercise as
provided in this manner, the Optionee and the broker shall comply with such
procedures and enter into such agreements of indemnity and other agreements as
the Committee shall prescribe as a condition of such payment procedure, or (iv)
by a combination of such methods of payment. Payment instructions will be
received subject to collection.
5. NON-TRANSFERABILITY. The Option may not be transferred by the
Optionee separately or otherwise than by will or the laws of descent and
distribution.
6. TERMINATION OF DIRECTOR STATUS.
(a) If the Optionee ceases to be director of the Company for reasons
other than (i) retirement, (ii) permanent disability or (iii) death, the
Option shall be exercisable by the Optionee, subject to paragraph 3(d)
above, only within one year after such termination and only to the extent
the Option was exercisable on the date of termination of director status.
(b) If, however, any termination of director status is due to
retirement or permanent disability, the Option shall be fully exercisable
by the Optionee within three (3) years, subject to paragraph 3(d) above,
after such termination of director status.
(c) If the Optionee shall die while entitled to exercise the Option,
the Optionee's estate, personal representative or beneficiary, as the case
may be, shall have the right to fully exercise the Option within three (3)
years, subject to the provisions of paragraph 3(d) above, after the
Optionee's death.
(d) Except as provided above in this paragraph 6, to the extent the
Option is not exercisable on such termination of director status, the
Option shall be terminated and forfeited in full.
7. SECURITIES MATTERS. The Option granted herein shall be subject to the
requirement that, if at any time the Board shall determine, in its discretion,
that the listing, registration or qualification of the shares subject to such
Option upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the issue or purchase of
shares hereunder, such Option may not be exercised in whole or in part unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not reasonably acceptable to the
Board.
8. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under
the Optionee. This Agreement and all actions taken shall be governed by and
construed in accordance with the laws of the State of Texas. In the event of
conflict between this Agreement and the Plan, the terms of the Plan shall
control. All undefined capitalized terms used herein shall have the meaning
assigned to them in the Plan. The Committee shall have authority to construe the
terms of this Agreement, and the Committee's determinations shall be final and
binding on the Optionee and the Company.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed and the Optionee has executed this Agreement as of the day and year
first above written.
GEOSCIENCE CORPORATION
By:___________________________
President
OPTIONEE
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Name