EXHIBIT 99(B)
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INCENTIVE STOCK OPTION CONTRACT UNDER THE
2001 STOCK OPTION PLAN
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INCENTIVE STOCK OPTION CONTRACT entered into as of ________, 2002, between
IMAGING TECHNOLOGIES CORPORATION, a Delaware corporation (the "Company"), and
[EMPLOYEE NAME] (the "Optionee").
W I T N E S S E T H:
1. The Company, in accordance with the allotment made by the Administrators and
subject to the terms and conditions of the 2001 Stock Option Plan of the Company
(the "Plan"), grants to the Optionee an option to purchase an aggregate of
____shares of the Common Stock, $.005 par value per share, of the Company (the
"Common Stock") at an exercise price of $____per share, being at least equal to
the fair market value of such shares of Common Stock on the date hereof. This
option is intended to constitute an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
although the Company makes no representation or warranty as to such
qualification.
2. The term of this option shall be ten (10) years from the date hereof, subject
to earlier termination as provided in the Plan. The option shall be exercisable
as to one-forty eighth (1/48) of the shares of Common Stock subject hereto on
each monthly anniversary hereof, subject to such earlier termination and the
provisions set forth herein. The right to purchase shares of Common Stock under
this option shall be cumulative, so that if the full number of shares
purchasable in a period shall not be purchased, the balance may be purchased at
any time or from time to time thereafter, but not after the expiration of the
option. Notwithstanding any of the foregoing, in no event may a fraction of a
share of Common Stock be purchased under this option.
3. This option shall be exercised by giving written notice to the Company at its
then principal office, presently ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, Attention: President, stating that the Optionee is exercising the option
hereunder, specifying the number of shares being purchased and accompanied by
payment in full of the aggregate purchase price therefor in cash or by certified
check.
4. The Company may withhold cash and/or shares of Common Stock to be issued to
the Optionee in the amount which the Company determines is necessary to satisfy
its obligation to withhold taxes or other amounts incurred by reason of the
grant or exercise of this option or the disposition of the underlying shares of
Common Stock. Alternatively, the Company may require the Optionee to pay such
amount to the Company and the Optionee agrees to pay such amount to the Company
in cash promptly upon demand.
5. In the event of any disposition of the shares of Common Stock acquired
pursuant to the exercise of this option within two (2) years from the date
hereof or one (1) year from the date of transfer of such shares to him, then the
Optionee shall notify the Company thereof in writing within thirty (30) days
after such disposition. In addition, the Optionee shall provide the Company on
demand with such information as the Company shall reasonably request in
connection with determining the amount and character of the Optionee's income,
the Company's deduction and its obligation to withhold taxes or other amounts
incurred by reason of such disqualifying disposition, including the amount
thereof.
6. Notwithstanding the foregoing, this option shall not be exercisable by the
Optionee unless (a) a Registration Statement under the Securities Act of 1933,
as amended (the "Securities Act") with respect to the shares of Common Stock to
be received upon the exercise of this option shall be effective and current at
the time of exercise, or (b) there is an exemption from registration under the
Securities Act for the issuance of the shares of Common Stock upon such
exercise. The Optionee hereby represents and warrants to the Company that,
unless such a Registration Statement is effective and current at the time of
exercise of this option, the shares of Common Stock to be issued upon the
exercise of this option will be acquired by the Optionee for his own account,
for investment only and not with a view to the resale or distribution thereof.
In any event, the Optionee shall notify the Company of any proposed resale of
the shares of Common Stock issued to him upon the exercise of this option. Any
subsequent resale or distribution of shares of Common Stock by the Optionee
shall be made only pursuant to (x) a Registration Statement under the Securities
Act which is effective and current with respect to the sale of shares of Common
Stock being sold, or (y) a specific exemption from the registration requirements
of the Securities Act, but in claiming such exemption, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable written opinion of counsel, in
form and substance satisfactory to the Company, as to the applicability of such
exemption to the proposed sale or distribution. Such representations and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option. Nothing herein shall be construed as requiring the Company to
register the shares subject to this option under the Securities Act.
7. Notwithstanding anything herein to the contrary, if at any time the Committee
shall determine, in its discretion, that the listing or qualification of the
shares of Common Stock subject to this option on any securities exchange or
under any applicable law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition to, or in connection
with, the granting of an option or the issue of shares of Common Stock
hereunder, then this option may not be exercised in whole or in part unless such
listing, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Committee.
8. The Company may affix appropriate legends upon the certificates for shares of
Common Stock issued upon exercise of this option and may issue such "stop
transfer" instructions to its transfer agent in respect of such shares as it
determines, in its discretion, to be necessary or appropriate to (a) prevent a
violation of, or to perfect an exemption from, the registration requirements of
the Securities Act, (b) implement the provisions of the Plan or this Contract or
any other agreement between the Company and the Optionee with respect to such
shares of Common Stock, or (c) permit the Company to determine the occurrence of
a "disqualifying disposition," as described in Section 421(b) of the Code, of
the shares of Common Stock transferred upon the exercise of this option.
9. Nothing in the Plan or herein shall confer upon the Optionee any right to
continue in the employ of the Company, any Parent or any of its Subsidiaries, or
interfere in any way with any right of the Company, any Parent or any of its
Subsidiaries to terminate such employment at any time for any reason whatsoever
without liability to the Company, any Parent or any of its Subsidiaries.
10. The Company and the Optionee agree that they will both be subject to and
bound by all of the terms and conditions of the Plan, a copy of which is
attached hereto and made a part hereof. Any capitalized term not defined herein
shall have the meaning ascribed to it in the Plan. In the event of a conflict
between the terms of this Contract and the terms of the Plan, the terms of the
Plan shall govern.
11. The Optionee represents and agrees that he will comply with all applicable
laws relating to the Plan and the grant and exercise of this option and the
disposition of the shares of Common Stock acquired upon exercise of the option,
including without limitation, federal and state securities and "blue sky" laws.
12. This option is not transferable by the Optionee otherwise than by will or
the laws of descent and distribution and may be exercised, during the lifetime
of the Optionee, only by the Optionee or the Optionee's legal representatives.
13. This Contract shall be binding upon and inure to the benefit of any
successor or assign of the Company and to any heir, distributee, executor,
administrator or legal representative entitled to the Optionee's rights
hereunder.
14. This Contract shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without regard to the conflicts of law
provisions.
15. The invalidity, illegality or unenforceability of any provision herein shall
not affect the validity, legality or enforceability of any other provision, all
of which shall be valid, legal and enforceable to the fullest extent permitted
by applicable law.
16. The Optionee agrees that the Company may amend the Plan and the options
granted to the Optionee under the Plan, subject to the limitations contained in
the Plan.
17. Notwithstanding anything to the contrary of Section 8 of the Plan, the
Optionee agrees that if the Optionee's relationship with the Company, its
Subsidiaries and Parent, is or has been terminated for any reason (other than as
a result of death or Disability), the Optionee may exercise this option, to the
extent exercisable on the date of termination, at any time within thirty (30)
days after the date of termination, but not thereafter and in no event after the
date the option would otherwise have expired; PROVIDED, HOWEVER, that if such
relationship is terminated either (a) for Cause, or (b) without the consent of
the Company, this option shall terminate immediately.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the day
and year first above written.
IMAGING TECHNOLOGIES CORPORATION
By:
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Name:
Title:
[OPTIONEE NAME]