Exhibit 4.4
INCENTIVE STOCK OPTION AGREEMENT
PURSUANT TO THE
BARRA, INC. DIRECTORS PLAN
This INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is made as of the
__ day of _____, 1997, by and between BARRA, Inc., a California corporation (the
"Corporation"), and ____________________ ("Employee").
W I T N E S S E T H:
The Corporation has determined that it is in the best interests of the
Corporation and its shareholders to encourage ownership in the Corporation by
qualified employee-directors of the Corporation, thereby providing additional
incentives to attract and maintain qualified employee-directors. To that end,
an incentive stock option is granted by the Committee to Employee pursuant, and
subject to, the BARRA, Inc. Directors Plan (the "Plan") on the following terms
and conditions:
SECTION I.
DEFINED TERMS
Unless otherwise defined herein or, unless the context requires a different
definition, capitalized terms used herein shall have the meanings assigned to
them in the Plan.
SECTION II.
SHARES OPTIONED, OPTION PRICE AND TIME OF EXERCISE
Effective as of ______________, 199__, the Corporation grants to Employee,
subject to the terms and provisions set forth hereinafter and in the Plan, the
right and option to purchase all or any part of the number of shares set forth
in Exhibit A of the presently authorized but unissued common stock ("Common
Stock") of the Corporation at the purchase price per share set forth as the
Option Price in Exhibit A (the option hereby granted being hereinafter referred
to as the "Option").
The Option shall not be considered granted (as of the effective date
described above) or become exercisable unless and until Employee delivers to the
Corporation a fully executed counterpart hereof. Thereafter, the Option shall
be exercisable in accordance with the Exercise Schedule set forth on Exhibit A,
subject to any termination, acceleration or change in such Exercise Schedule set
forth in this Agreement apart from Exhibit A.
Neither the Option nor any other rights granted under this Agreement may be
exercised after the Expiration Date set forth on Exhibit A and, before that
time, the Option may be terminated as hereinafter provided. If Employee does
not purchase the full number of shares to
which he or she is entitled in any one year, he or she may purchase such shares
in the next year specified in the Exercise Schedule hereto, in addition to the
shares which he or she is otherwise entitled to purchase in the next year.
SECTION III.
EXERCISE PROCEDURE
Employee shall exercise the Option by notifying the Corporation of the
number of shares that he or she desires to purchase and by delivering with such
notice the full payment for the purchase price of the shares being purchased.
Payment for the shares purchased upon exercise of an Option may be made (a) in
cash or by check; (b) by surrender of shares of Common Stock of the Corporation
that have been owned and paid for by the Optionee for more than six (6) months
or were obtained by the Optionee in the open public market, having a fair market
value equal to the exercise price of the Option; (c) by waiver of compensation
due or accrued to the Optionee for services rendered; or (d) through a "margin"
commitment from the Optionee and a dealer of the National Association of
Securities Dealers; or (e) by any combination of the foregoing. For purposes of
determining the amount, if any, of the purchase price satisfied by payment in
Common Stock, such Common Stock shall be valued at its Fair Market Value on the
date of exercise as defined in the Plan. In no event shall the purchase price
be less than one hundred percent (100%) of the Fair Market Value of such stock
at the time the Option is granted; except that the purchase price shall be one
hundred ten percent (110%) of the fair value in the case of any person who owns
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Corporation. Any Common Stock delivered in
satisfaction of all or a portion of the purchase price shall be appropriately
endorsed for transfer and assignment to the Corporation.
SECTION IV
NON-ASSIGNABILITY AND TERM OF OPTION
The Option shall not be transferable or assignable by the Employee,
otherwise than by will or the laws of descent and distribution and the Option
shall be exercisable, during the Employee's lifetime, only by him or, during
periods of legal disability, by his legal representative. No Option shall be
subject to execution, attachment or similar process.
In no event may the Option be exercisable to any extent by anyone after the
Expiration Date specified in Exhibit A. It is expressly agreed that, anything
contained herein to the contrary notwithstanding, this Agreement shall not
constitute, or be evidence of, any agreement or understanding, express or
implied, that the Corporation, a Parent Corporation or a Subsidiary will employ
Employee for any period of time or in any position or for any particular
compensation.
SECTION V.
RIGHTS OF EMPLOYEE IN STOCK
Neither Employee, nor his successor in interest, shall have any of the
rights of a shareholder of the Corporation with respect to the shares for which
the Option is exercised until such shares are issued by the Corporation.
SECTION VI.
NOTICES
Any notice to be given hereunder shall be in writing and shall be addressed
to the Corporation, in care of the Chief Financial Officer, at BARRA, Inc., at
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and any notice to be given
to Employee shall be addressed to the address designated below the signature
appearing hereinafter, or at such other address as either party may hereafter
designate in writing to the other. Any such notice shall have been deemed duly
given upon three (3) days of sending such notice enclosed in a properly sealed
envelope, addressed as aforesaid, registered or certified and deposited (with
the proper postage and registration or certificate fee prepaid) in the United
States mail.
SECTION VII.
SUCCESSORS OR ASSIGNS OF THE CORPORATION
The Option shall be binding upon and shall inure to the benefit of any
successor of the Corporation.
SECTION VIII.
MISCELLANEOUS
(a) DESIGNATION OF BENEFICIARY. The Employee shall have the right to
appoint any individual or legal entity in writing, on Exhibit B hereto, as his
or her beneficiary to receive any Option (to the extent not previously
terminated or forfeited) under this Agreement upon the Employee's death. Such
designation under this Agreement may be revoked by the Employee at any time and
a new beneficiary may be appointed by the Employee by execution and submission
to the Board of a revised Exhibit B to this Agreement. In order to be
effective, a designation of beneficiary must be completed by the Employee on
Exhibit B and received to the Board, or its designee, prior to the date of the
Employee's death. In the absence of such designation, the Employee's
beneficiary shall be the legal representative of the Employee's estate.
(b) INCAPACITY OF EMPLOYEE OR BENEFICIARY. If any person entitled to a
distribution under this Agreement is deemed by the Board to be incapable of
making an election hereunder or of personally receiving and giving a valid
receipt for such distribution hereunder, then, unless and until an election or
claim therefore shall have been made by a duly appointed guardian or other legal
representative of such person, the Board may provide for such election or
distribution or any part thereof to be made to any other person or institution
then contributing toward or providing for the care and maintenance of such
person. Any such distribution shall be a
distribution for the account of such person and a complete discharge of any
liability of the Board, the Corporation and the Plan therefore.
(c) INCORPORATION OF THE PLAN. The terms and provisions of the Plan are
hereby incorporated in this Agreement. Unless otherwise specifically stated
herein, the terms and provisions of the Plan shall control in the event of any
inconsistency between the Plan and this Agreement.
(d) GOVERNING LAW. THIS AGREEMENT AND SECURITIES ISSUED HEREUNDER SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA AND ALL APPLICABLE FEDERAL
LAWS.
(e) GENDER. Reference to the masculine herein shall be deemed to include
the feminine, wherever appropriate.
(f) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, which shall together constitute a valid and binding agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the Corporation and
the Employee as of the date and year first written above.
Employee BARRA, Inc.
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Address: By:
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Title:
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EXHIBIT A
INCENTIVE STOCK OPTION AGREEMENT
PURSUANT TO THE
BARRA, INC. DIRECTORS PLAN
1. Date of Grant: __________, 1997 (Date of Offering)
2. Employee: ____________________________________
3. Number of Shares: _______________________ (_____) shares
of Common Stock
4. Option Price per Share: $____________ (not less than Fair Market
Value)
5. Exercise Schedule: _______________________________________
6. Expiration Date: ___________________ (not more than ten
(10) years from Date of Grant; (5) years
from Date of Grant for 10 percent or
more shareholders).
To qualify for Incentive Stock Option tax treatment, the Employee must not
dispose of shares obtained on exercise of an Option until at least two years
after the date of grant and one year after the date of exercise of the Option.
If these holding periods are not met, the sale or other disposition of shares
will be a disqualifying disposition pursuant to Code Section 422(c).
EXHIBIT B
DESIGNATION OF BENEFICIARY FOR THE
INCENTIVE STOCK OPTION AGREEMENT
PURSUANT TO THE BARRA, INC. DIRECTORS PLAN
Name of Employee:
---------------------------------
Original Date of Agreement:
-----------------------
If I shall cease to be an Employee of the Corporation, a Parent Corporation or a
Subsidiary by reason of my death, or if I shall die after I have terminated my
employment with the Corporation, the Parent Corporation or a Subsidiary, but,
prior to the expiration of the Option (as provided in the Agreement), then all
rights to the Option granted under this Agreement that I hereby hold upon my
death, to the extent not previously terminated or forfeited, shall be
transferred to __________________ (insert name of beneficiary) in the manner
provided for in the Plan and the Agreement.
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---------------------------------
Date
Receipt acknowledged on behalf of BARRA, Inc. by:
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---------------------------------
Date
NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE BARRA, INC. DIRECTORS PLAN
This NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made as of
the _____ day of _______________, 1997, by BARRA, Inc., a California corporation
(the "Corporation"), and ______________________ ("Holder").
W I T N E S S E T H:
The Corporation has determined that it is in the best interests of the
Corporation and its shareholders to encourage ownership in the Corporation by
members of the Board of Directors of the Corporation, thereby providing
additional incentives to attract and retain qualified directors. To that end, a
non-qualified stock option is granted by the Committee to Holder pursuant, and
subject to, the BARRA, Inc. Directors Plan (the "Plan") on the following terms
and conditions:
SECTION I.
DEFINED TERMS
Unless otherwise defined herein or, unless the context requires a different
definition, capitalized terms used herein shall have the meanings assigned to
them in the Plan.
SECTION II.
OPTIONED, OPTION PRICE AND TIME OF EXERCISE
Effective as of ___________, 199__, the Corporation grants to Holder,
subject to the terms and provisions set forth hereinafter and in the Plan, the
right and option to purchase all or any part of the number of shares set forth
in Exhibit A of the presently authorized but unissued common stock ("Common
Stock"), of the Corporation at the purchase price per share set forth as the
Option Price in Exhibit A (the option hereby granted being hereinafter referred
to as the "Option").
The Option shall not be considered granted (as of the effective date
described above) or become exercisable unless and until Holder delivers to the
Corporation a fully executed counterpart hereof. Thereafter, the Option shall
be exercisable in accordance with the Exercise Schedule set forth on Exhibit A,
subject to any termination, acceleration or change in such Exercise Schedule set
forth in this Agreement apart from Exhibit A.
Neither the Option nor any other rights granted under this Agreement may be
exercised after the Expiration Date set forth on Exhibit A and, before that
time, the Option may be terminated as hereinafter provided. If Holder does not
purchase the full number of shares to which he or she is entitled in any one
year, he or she may purchase such shares in the next year specified in the
Exercise Schedule hereto, in addition to the shares which he or she is otherwise
entitled to purchase in the next year.
SECTION III.
EXERCISE PROCEDURE WITHHOLDING
Holder shall exercise the Option by notifying the Corporation of the number
of shares that he or she desires to purchase and by delivering with such notice
the full payment for the purchase price of the shares being purchased. Payment
for the shares purchased upon exercise of an Option may be made (a) in cash or
by check; (b) by surrender of shares of Common Stock of the Corporation that
have been owned and paid for by the Optionee for more than six (6) months or
were obtained by the Optionee in the open public market, having a fair market
value equal to the exercise price of the Option; (c) by waiver of compensation
due or accrued to the Option for services rendered; (d) through a "same day
sale" commitment from the Optionee and a dealer of the National Association of
Securities Dealers ("NASD"); (e) through a "margin" commitment from the Optionee
and an NASD dealer; or (f) by any combination of the foregoing. For purposes of
determining the amount, if any, of the purchase price satisfied by payment in
Common Stock, such Common Stock shall be valued at its Fair Market Value on the
date of exercise, as defined in the Plan. In no event, shall the purchase price
be less than the Fair Market Value of such stock at the time the Option is
granted; except that the purchase price shall be one hundred ten percent (110%)
of the fair value in the case of any person who owns stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Corporation. Any Common Stock delivered in satisfaction of all or a portion
of the purchase price shall be appropriately endorsed for transfer and
assignment to the Corporation.
The Corporation will, as soon as is reasonably possible, notify the Holder
of the amount of withholding tax, if any, that must be paid under federal, state
and local law due to exercise of the Option. The Corporation shall have no
obligation to deliver certificates for the shares purchased until Holder pays to
the Corporation the amount of withholding specified in the Corporation's notice
in cash or in Common Stock. Alternatively, Holder may direct the Corporation to
withhold that number of shares of Common Stock (valued according to the
procedures set forth in this section on the date of withholding) sufficient to
satisfy such obligation, subject to such restrictions or procedures as the Board
deems necessary to satisfy Rule 16b-3.
SECTION IV.
NON-ASSIGNABILITY AND TERM OF OPTION
The Option shall not be transferrable or assignable by the Holder,
otherwise than by will or the laws of descent and distribution and the Option
shall be exercisable, during the Holder's lifetime, only by him or, during
periods of legal disability, by his legal representative. No Option shall be
subject to execution, attachment, or similar process.
In no event may the Option be exercisable to any extent by anyone after the
Expiration Date specified in Exhibit A. It is expressly agreed that, anything
contained herein to the contrary notwithstanding, this Agreement shall not
constitute, or be evidence of, any agreement or understanding, express or
implied, that the Corporation, a Parent Corporation or a Subsidiary will employ
Holder for any period of time or in any position or for any particular
compensation.
SECTION V.
RIGHTS OF HOLDER IN STOCK
Neither Holder, nor his successor in interest, shall have any of the rights
of a shareholder of the Corporation with respect to the shares for which the
Option is issued until such shares are exercised by the Corporation.
SECTION VI.
NOTICES
Any notice to be given hereunder shall be in writing and shall be addressed
to the Corporation, in care of the Chief Financial Officer, at BARRA, Inc., ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and any notice to be given to
the Holder shall be addressed to the address designated below the signature
appearing hereinafter, or at such other address as either party may hereafter
designate in writing to the other. Any such notice shall have been deemed duly
given upon three (3) days of sending such notice enclosed in a properly sealed
envelope, addressed as aforesaid, registered or certified and deposited (with
the proper postage and registration or certificate fee prepaid) in the United
States mail.
SECTION VII.
SUCCESSORS OR ASSIGNS OF THE CORPORATION
The Option shall be binding upon and shall inure to the benefit of any
successor of the Corporation.
SECTION VIII.
MISCELLANEOUS
a) DESIGNATION OF BENEFICIARY. The Holder shall have the right to
appoint any individual or legal entity in writing, on Exhibit B hereto, as his
or her beneficiary to receive any Option (to the extent not previously
terminated or forfeited) under this Agreement upon the Holder's death. Such
designation under this Agreement may be revoked by the Holder at any time and a
new beneficiary may be appointed by the Holder by execution and submission to
the Board of a revised Exhibit B to this Agreement. In order to be effective,
a designation of beneficiary must be completed by the Holder on Exhibit B and
received to the Board, or its designee, prior to the date of the Holder's death.
In the absence of such designation, the Holder's beneficiary shall be the legal
representative of the Holder's estate.
b) INCAPACITY OF HOLDER OR BENEFICIARY. If any person entitled to a
distribution under this Agreement is deemed by the Board to be incapable of
making an election hereunder or of personally receiving and giving a valid
receipt for such distribution hereunder, then, unless and until an election or
claim therefore shall have been made by a duly appointed guardian or other legal
representative of such person, the Board may provide for such election or
distribution or any part thereof to be made to any other person or institution
then contributing toward or providing for the care and maintenance of such
person. Any such distribution shall be a distribution for the account of such
person and a complete discharge of any liability of the Board, the Corporation
and
the Plan therefore.
(c) INCORPORATION OF THE PLAN. The terms and provisions of the Plan are
hereby incorporated in this Agreement. Unless otherwise specifically stated
herein, the terms and provisions of the Plan shall control in the event of any
inconsistency between the Plan and this Agreement.
(d) GOVERNING LAW. THIS AGREEMENT AND SECURITIES ISSUED HEREUNDER SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA AND ALL APPLICABLE FEDERAL
LAWS.
a) GENDER. Reference to the masculine herein shall be deemed to include
the feminine, wherever appropriate.
b) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, which shall together constitute a valid and binding agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the Corporation and
the Holder as of the date and year first written above.
Holder: BARRA, INC.
-----------------------------
Address: By:
---------------------------- ------------------------
------------------------------------
Title:
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EXHIBIT A
NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE
BARRA, INC. DIRECTORS PLAN
1. Date of Grant: _______________, 199__ (Date of Offering)
2. Holder: __________________________________________
3. Number of Shares: _______________ (_____) shares of Common
Stock
4. Option Price Per Share $_________________________________________
5. Exercise Schedule: [Twenty percent (20%) of the Options
subject to this Agreement shall be
exercisable on each anniversary date of
the Date of Grant specified above until
the Options are fully exercisable.] [One
Hundred Percent (100%) on Date of Grant]
6. Expiration Date: ____________________(not more than ten
(10) years from Date of Grant.)
EXHIBIT B
DESIGNATION OF BENEFICIARY FOR THE
NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE
BARRA, INC. DIRECTORS PLAN
Name of Holder:
------------------------------
Original Date of Agreement:
-------------------
If I shall cease to be employed or engaged by the Corporation, a Parent
Corporation or a Subsidiary by reason of my death, or if I shall die after I
have terminated my employment or engagement with the Corporation, the Parent
Corporation or a Subsidiary, but, prior to the expiration of the Option (as
provided in the Agreement), then all rights to the Option granted under this
Agreement that I hereby hold upon my death, to the extent not previously
terminated or forfeited, shall be transferred to __________________ (insert name
of beneficiary) in the manner provided for in the Plan and the Agreement.
---------------------------------
---------------------------------
Date
Receipt acknowledged on behalf of BARRA, Inc. by:
---------------------------------
---------------------------------
Date