1
NONQUALIFIED STOCK OPTION AGREEMENT
WESTECH CAPITAL CORP.
1999 STOCK OPTION PLAN
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is
effective this ____ day of ______________, _____, between WESTECH CAPITAL
CORP., a New York corporation (the "Company") and ______________________, an
employee, consultant, or non-employee director of the Company or one or more of
its Subsidiaries (the "Optionee"). All capitalized terms not otherwise defined
herein shall have the meaning set forth in the Westech Capital Corp. 1999 Stock
Option Plan, as amended (the "Plan").
W I T N E S S E T H:
WHEREAS, the Company desires to carry out the purposes of the Plan by
affording the Optionee the opportunity to purchase shares of Stock;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the parties hereto
agree as follows:
1. Grant of Option. The Company hereby grants to Optionee the right
and option (the "Option") to purchase an aggregate of _______________ shares
(the "Shares") of Stock, such Shares being subject to adjustment as provided in
Paragraph 7 hereof, on the terms and conditions herein set forth. The Option is
a Nonqualified Stock Option and is not intended to be an Incentive Stock
Option.
2. Purchase Price. The purchase price of the Shares shall be
$_________ per Share.
3. Exercise of Option. Unless expired as provided in Paragraph 5
below, this Option may be exercised from time to time after the date first set
forth above (the "Date of Grant") to the extent of Shares that have vested in
accordance with the vesting schedule set forth below. The Optionee's right to
exercise the Option accrues only in accordance with the following vesting
schedule and, except as otherwise provided herein, only to the extent that the
Optionee remains in the continuous employ or service of the Company or a
Subsidiary.
Percentage of Shares that Are Vested On and After
Vesting Date the Vesting Date and Before the Next Vesting Date
------------ -------------------------------------------------
%
--------------- -----
%
--------------- -----
%
--------------- -----
2
4. Manner of Exercise, Payment of Purchase Price.
(a) Subject to the terms and conditions of this Agreement,
the Option shall be exercised by written notice to the Company at its
principal office. Such notice shall state the election to exercise the
Option and specify the number of Shares to be purchased. Such notice
of exercise shall be signed by Optionee and shall be irrevocable when
given.
(b) The notice of exercise shall be accompanied by full
payment of the purchase price for the Shares to be purchased. The
purchase price may be paid in any form permitted by the Plan. In the
event Optionee wishes to pay all or any portion of the purchase price
in any form other than cash or certified funds, Optionee shall, not
less than fourteen (14) days prior to the date of exercise, give
written notice to the Secretary of the Company requesting approval of
such payment method, setting forth the particulars of the proposed
payment method. The Committee shall approve, disapprove or modify the
proposed payment method within fourteen (14) days of its receipt of
the request.
(c) Upon receipt of the purchase price, and subject to the
terms of Paragraph 10, the certificate or certificates representing
the Shares purchased shall be registered in the name of the person or
persons so exercising the Option. If the Option shall be exercised by
Optionee and, if Optionee shall so request in the notice exercising
the Option, the Shares shall be registered in the name of Optionee and
another person as joint tenants with right of survivorship, and shall
be delivered as provided above to or upon the written order of the
person or persons exercising the Option. All Shares that shall be
purchased upon the exercise of the Option as provided herein shall be
fully paid and nonassessable.
5. Expiration of Option. The Option shall expire and become null and
void upon the first to occur of the following: (a) the expiration of three (3)
months after Optionee ceases to be employed by or retained in the service of
the Company or any of its Subsidiaries for any reason other than termination
for cause or due to death or total and permanent disability; (b) a period of
six (6) months shall have elapsed since Optionee's death or total and permanent
disability; (c) a period of five (5) years shall have elapsed since the Date of
Grant; or (d) Optionee's employment or service shall have been terminated for
cause as determined by the Committee or the Board of Directors of the Company.
6. Acceleration of Exercise Dates. Notwithstanding the provisions of
Paragraph 3 hereof:
(a) Upon Optionee's death or total disability, this Option
shall be immediately exercisable, until the expiration date provided
in Paragraph 5 above, for the entire number of Shares covered hereby;
(b) Upon Optionee's retirement from service with the Company
and its Subsidiaries on or after the attainment of age 65, this Option
shall be immediately exercisable, until the expiration date provided
in Paragraph 5 above, for the entire number of shares covered hereby;
and
-2-
3
(c) Upon a Change of Control, this Option may be immediately
exercised pursuant to Section 11 of the Plan for the entire number of
Shares covered hereby.
7. Adjustments of Shares Subject to Option. The Shares subject to the
Option shall be adjusted from time to time as set forth in Section 10 of the
Plan. The determination of any such adjustment by the Committee shall be final,
binding and conclusive.
8. No Contract. This Agreement does not constitute a contract for
employment or service and shall not affect the right of the Company to
terminate Optionee's employment or service for any reason or no reason
whatsoever.
9. Rights as Stockholder. This Option shall not entitle Optionee to
any rights of a stockholder of the Company or to any notice of proceedings of
the Company with respect to any Shares issuable upon exercise of this Option
unless and until the Option has been exercised for such Shares and such Shares
have been registered in the Optionee's name upon the stock records of the
Company.
10. Restriction on Issuance of Shares. The Company shall not be
required to issue or deliver any certificates for Shares purchased upon the
exercise of an Option prior to: (a) the obtaining of any approval from any
governmental agency which the Company shall, in its sole discretion, determine
to be necessary or advisable; (b) the completion of any registration or other
qualification of such Shares under any state or federal law or ruling or
regulation of any governmental body which the Company shall, in its sole
discretion, determine to be necessary or advisable; and (c) the determination
by the Committee that Optionee has tendered to the Company any federal, state
or local tax owed by Optionee as a result of exercising the Option when the
Company has a legal liability to satisfy such tax. In addition, if the Stock
reserved for issuance upon the exercise of Options shall not then be registered
under the Securities Act of 1933, the Company may upon Optionee's exercise of
an Option, require Optionee or his permitted transferee to represent in writing
that the Shares being acquired are for investment and not with a view to
distribution, and may ▇▇▇▇ the certificate for the Shares with a legend
restricting transfer and may issue stop transfer orders relating to such
certificate to the Company's transfer agent (if applicable).
11. Lapse of Option. This Agreement shall be null and void in the
event Optionee shall fail to sign and return a counterpart hereof to the
Company within thirty (30) days of its delivery to Optionee.
12. Binding Effect. This Agreement shall be binding upon the heirs,
executors, administrators, and successors of the parties hereto.
13. Governing Instrument and Entire Agreement. This Option and any
Shares issued hereunder shall in all respects be governed by the terms and
provisions of the Plan. In the event of a conflict between the terms of this
Agreement and the terms of the Plan (a copy of which is attached), the terms of
the Plan shall control. There are no oral agreements between the parties
relating to the subject matter hereof, and this Agreement and the terms of the
Plan constitute the
-3-
4
entire agreement of the parties with respect to the subject matter hereof. This
Agreement may not be amended except by written agreement executed by the
Company and Optionee.
COMPANY
WESTECH CAPITAL CORP.
By:
-----------------------------
Name:
------------------------
Title:
-----------------------
Accepted and Agreed:
OPTIONEE:
Date:
----------------------------- ------------------
Name:
------------------------