Exhibit 10.8
INCENTIVE STOCK OPTION AGREEMENT
OneSoft Corporation
THIS AGREEMENT is made as of the Xth day of Month, Year, between
OneSoft Corporation (hereinafter the "Company"), a Delaware corporation having a
principal place of business in ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇ and Name and Address of Employee, an employee of the Company
(hereinafter the "Employee").
WHEREAS, the Company desires to grant to the Employee an Option to
purchase shares of its common stock, $.001 par value per share (hereinafter the
"Shares"), under and for the purposes set forth in the Company's 1997 Employee,
Director and Consultant Stock Option Plan (hereinafter the "Plan"); and
WHEREAS, the Company and the Employee understand and agree that any
terms used and not defined herein have the same meanings as in the Plan which is
hereby incorporated by reference; and
WHEREAS, the Company and the Employee each intend that the Option
granted herein qualify as an ISO.
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 the Employee Number (##) Shares, on the
terms and conditions and subject to all the limitations set forth herein, under
United States Securities and tax laws, and in the Plan, which is hereby
incorporated by reference. The Employee acknowledges receipt of a copy of the
Plan.
2. PURCHASE PRICE
The purchase price of the Shares covered by the Option shall be $XXX
per Share, subject to adjustment, as provided in the Plan, in the event of a
stock split, reverse stock split or other events affecting the holders of
Shares. Payment shall be made in accordance with Paragraph 7 of the Plan.
3. EXERCISE OF OPTION
Subject to the terms and conditions set forth in this Agreement and the
Plan, the Option granted hereby shall become exercisable as follows:
On the first anniversary of the date of this Agreement: ## Shares
On the second anniversary of the date of this Agreement: ## Shares
On the third anniversary of the date of this Agreement: ## Shares
On the fourth anniversary of the date of this Agreement: ## Shares
The foregoing rights are cumulative and are subject to the other terms
and conditions of this Agreement and the Plan.
4. TERM OF OPTION
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(a) The Option shall terminate ten (10) years from the date of this
Agreement or, if the Employee owns as of the date hereof more than 10% of the
total combined voting power of all classes of capital stock of the Company or an
Affiliate, five (5) years from the date of this Agreement, but shall be subject
to earlier termination as provided for herein or in the Plan.
(b) If the Employee ceases to be an employee of the Company or of an
Affiliate (for any reason other than the death or Disability of the Employee or
termination of the Employee's employment for "cause" (as defined in the Plan) ),
the Option may be exercised, if it has not previously terminated, within three
(3) months after the date the Employee ceases to be an employee of the Company
or an Affiliate, or within the originally prescribed term of the Option,
whichever is earlier, but may not be exercised thereafter. In such event, the
Option shall be exercisable only to the extent that the Option has become
exercisable and is in effect at the date of such cessation of employment.
(c) Notwithstanding the foregoing, in the event of the Employee's
Disability or death within three (3) months after the termination of employment,
the Employee or the Employee's Survivors may exercise the Option within one (1)
year after the date of the Employee's termination of employment, but in no event
after the date of expiration of the term of the Option.
(d) In the event the Employee's employment is terminated by the Employee's
employer for "cause" (as defined in the Plan), the Employee's right to exercise
any unexercised portion of this Option shall cease as of such termination, and
this Option shall thereupon terminate. Notwithstanding anything herein to the
contrary, if subsequent to the Employee's termination as an employee, but prior
to the exercise of the Option, the Board of Directors of the Company determines
that, either prior or subsequent to the Employee's termination, the Employee
engaged in conduct which would constitute "cause," then the Employee shall
immediately cease to have any right to exercise the Option and this Option shall
thereupon terminate.
(e) In the event of the Disability of the Employee, as determined in
accordance with the Plan, the Option shall be exercisable within one (1) year
after the date of such Disability or, if earlier, the term originally prescribed
by the Option. In such event, the Option shall be exercisable:
(i) To the extent exercisable but not exercised as of the date of
Disability; and
(ii) In the event rights to exercise the Option accrue
periodically, to the extent of a pro rata portion of any additional
rights to exercise the Option as would have accrued had the Employee
not become Disabled prior to the end of the accrual period which next
ends following the date of Disability. The pro-ration shall be based
upon the number of days during the accrual period prior to the date of
Disability.
(f) In the event of the death of the Employee while an employee of the
Company or of an Affiliate, the Option shall be exercisable by the Participant's
Survivors within one (1) year after the date of death of the Employee or, if
earlier, within the originally prescribed term of the Option. In such event, the
Option shall be exercisable:
(i) To the extent exercisable but not exercised as of the date of
death; and
(ii) In the event rights to exercise the Option accrue
periodically, to the extent of a pro rata portion of any additional
rights to exercise the Option as would have accrued had the Employee
not died prior to the end of the accrual period which next ends
following the date of death. The pro ration shall be based upon the
number of days during the accrual period prior to the Employee's death.
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5. METHOD OF EXERCISING OPTION
Subject to the terms and conditions of this Agreement, the Option may
be exercised by written notice to the Company at its principal executive office,
in substantially the form of Exhibit A attached hereto. Such notice shall state
the number of Shares with respect to which the Option is being exercised, and
shall be signed by the person exercising the Option. Payment of the purchase
price for such Shares shall be made in accordance with Paragraph 7 of the Plan.
The Company shall deliver a certificate or certificates representing such Shares
as soon as practicable after the notice shall be received, provided, however,
that the Company may delay issuance of such Shares until completion of any
action or obtaining of any consent, which the Company deems necessary under any
applicable law (including, without limitation, state securities or "blue sky"
laws). The certificate or certificates for the Shares as to which the Option
shall have been so exercised shall be registered in the name of the person or
persons so exercising the Option (or, if the Option shall be exercised by the
Employee, and if the Employee shall so request in the notice exercising the
Option, shall be registered in the name of the Employee and another person
jointly, 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.
In the event the Option shall be exercised, pursuant to Paragraph 4 hereof, by
any person or persons other than the Employee, such notice shall be accompanied
by appropriate proof of the right of such person or persons to exercise the
Option. All Shares that shall be purchased upon the exercise of the Option as
provided herein, shall be fully paid and non-assessable.
6. PARTIAL EXERCISE
Exercise of this Option to the extent above stated may be made in part
at any time, and from time to time within the above limits, except that no
fractional share shall be issued pursuant to this Option.
7. NON-ASSIGNABILITY
The Option shall not be transferable by the Employee otherwise than by
will or by the laws of descent and distribution. The Option shall be
exercisable, during the Employee's lifetime, only by the Employee (or, in the
event of legal incapacity or incompetency, by the Employee's guardian or
representative), shall not be assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise), and shall not be subject to
execution, attachment or similar process. Any attempted transfer, assignment,
pledge, hypothecation or other disposition of the Option or of any rights
granted hereunder contrary to the provisions of this Paragraph 7, or the levy of
any attachment or similar process upon the Option shall be null and void.
8. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE
The Employee shall have no rights as a stockholder with respect to
Shares subject to this Agreement until registration of the Shares in the
Company's share register in the name of the Employee. Except as is expressly
provided in the Plan with respect to certain changes in the capitalization of
the Company, no adjustment shall be made for dividends or similar rights for
which the record date is prior to the date of such registration.
9. CAPITAL CHANGES AND BUSINESS SUCCESSIONS
The Plan contains provisions covering the treatment of Options in a
number of contingencies such as stock splits and mergers. Provisions in the Plan
for adjustment with respect to stock subject to Options and the related
provisions with respect to successors to the business of the Company are hereby
made applicable hereunder and are incorporated herein by reference.
10. TAXES
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(a) The Employee acknowledges that any income or other taxes due
from him or her with respect to this Option or the Shares issuable
pursuant to this Option, shall be the Employee's sole responsibility.
(b) In the event of a Disqualifying Disposition (as defined in
Paragraph 15 below), or if the Option is converted into a Non-Qualified
Option, and such Non-Qualified Option is exercised, the Company may
withhold from the Employee's remuneration, if any, the appropriate
amount of federal, state and local withholding taxes attributable to
such amount that is considered compensation includable in such person's
gross income. At the Company's discretion, the amount required to be
withheld, may be withheld in cash from such remuneration, or in kind
from the Shares otherwise deliverable to the Employee on exercise of
the Option. The Employee further agrees that, if the Company does not
withhold an amount from the Employee's remuneration sufficient to
satisfy the Company's income tax withholding obligation, the Employee
will reimburse the Company on demand, in cash, for the amount
under-withheld.
11. PURCHASE FOR INVESTMENT
Unless the offering and sale of the Shares to be issued upon the
particular exercise of the Option shall have been effectively registered under
the Securities Act of 1933, as now in force or hereafter amended (hereinafter
the "1933 Act"), the Company shall be under no obligation to issue the Shares
covered by such exercise unless and until the following conditions have been
fulfilled:
(a) The person(s) who exercise the Option shall warrant to the
Company, at the time of such exercise, that such person(s) are
acquiring such Shares for their own respective accounts, for
investment, and not with a view to, or for sale in connection with, the
distribution of any such Shares, in which event the person(s) acquiring
such Shares shall be bound by the provisions of the following legend
which shall be endorsed upon the certificate(s) evidencing the Shares
issued pursuant to such exercise:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES
LAWS. SUCH SHARES MAY NOT BE OFFERED, PLEDGED, SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM AS DETERMINED IN ACCORDANCE WITH THE
INVESTOR RIGHTS AGREEMENT AS AMENDED AND RESTATED FROM TIME TO
TIME RESTRICTING THEIR TRANSFER. COPIES OF THE INVESTOR RIGHTS
AGREEMENT, AS AMENDED, MAY BE OBTAINED AT NO COST BY WRITTEN
REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO
THE SECRETARY OF THE CORPORATION AT THE CORPORATION'S
PRINCIPAL PLACE OF BUSINESS. FURTHER, THE DESIGNATIONS,
RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH CLASS OF
STOCK OF THE CORPORATION AND THE VARIATIONS IN THE RIGHTS,
PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES OF
STOCK (AND THE AUTHORITY OF THE BOARD OF DIRECTORS OF THE
CORPORATION TO DETERMINE VARIATIONS FOR FUTURE SERIES), ARE
SET FORTH IN THE CORPORATION'S CERTIFICATE OF INCORPORATION,
AS AMENDED, A COPY OF WHICH WILL BE FURNISHED BY THE
CORPORATION TO THE HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE,
UPON THE WRITTEN REQUEST OF SUCH HOLDER;" and
(b) If the Company so requires, the Company shall have received an
opinion of its counsel that the Shares may be issued upon such
particular exercise in compliance with the 1933 Act without
registration thereunder. Without limiting the generality of the
foregoing, the Company may delay issuance of the Shares until
completion of any action or obtaining of any consent, which the Company
deems necessary under any applicable law (including, without
limitation. state securities or "blue sky" laws).
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12. RESTRICTIONS ON TRANSFER OF SHARES
(a) The Shares acquired by the Employee pursuant to the exercise
of the Option granted hereby shall not be transferred by the Employee
except as permitted herein and in a Stockholders' and Voting Agreement
dated as of January 6, 1997, as amended August 13, 1999 (hereinafter
the "Stockholders Agreement").
(b) In the event of the Employee's termination of employment,
Disability or death, the Company shall have the option, but not the
obligation, to repurchase all or any part of the shares issued pursuant
to this Agreement (including, without limitation, Shares purchased
after termination of employment, Disability or death in accordance with
Paragraph 4 hereof). In the event the Company does not, upon the
termination of employment, Disability or Death of the Employee (as
described above), exercise its option pursuant to this Subparagraph 12
(b), the restrictions set forth in the balance of this Agreement shall
not thereby lapse, and the Employee for himself or herself, his or her
heirs, legatees, executors, administrators and other successors in
interest, agrees that the Shares shall remain subject to such
restrictions. The following provisions shall apply to a repurchase
under this Subparagraph 12 (b):
(i) The per share repurchase price of the Shares to be
sold to the Company upon exercise of its option under this
Subparagraph 12(b) shall be equal to the Fair Market Value of
each such Share determined in accordance with the Plan as of
the date of termination, Disability or death.
(ii) The Company's option to repurchase the Employee's
Shares in the event of termination of employment, death or
Disability shall be valid for a period of twelve (12) months
commencing with the date of such termination, Disability or
death.
(iii) In the event the Company shall be entitled to and
shall elect to exercise its option to repurchase the
Employee's Shares under this Subparagraph 12(b), the Company
shall notify the Employee, or in case of death, his or her
representative, in writing of its intent to repurchase the
Shares. Such written notice may be mailed by the Company up to
and including the last day of the time period provided for in
Subparagraph 12(b)(ii) for exercise of the Company's option to
repurchase.
(iv) The written notice to the Employee shall specify the
address at, and the time and date on, which payment of the
repurchase price is to be made (hereinafter the "Closing").
The date specified shall not be less than ten (10) days, but
nor more than sixty (60) days, from the date of the mailing of
the notice, and the Employee or his or her successor in
interest with respect to the Shares shall have no further
rights as the owner thereof from, and after the date specified
in the notice. At the Closing, the repurchase price shall be
delivered to the Employee or his or her successor in interest,
and the Shares being purchased, duly endorsed for transfer,
shall, to the extent that they are not then in the possession
of the Company, be delivered to the Company by the Employee or
his or her successor in interest.
(c) Upon acquiring any Shares pursuant to the exercise of the
Option, the Employee agrees to become a party to the Stockholders
Agreement.
(d) In the event that the Employee or his or her successor in
interest fails to deliver the Shares to be repurchased by the Company
under this Agreement, the Company may elect:
(i) To establish a segregated account in the amount of
the repurchase price, such account to be turned over to the
Employee or his or her successor in interest upon delivery of
such Shares, and/or
(ii) Immediately to take such action as is appropriate to
transfer record title of such Shares
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from the Employee to the Company and to treat the Employee and
such Shares in all respects as if delivery of such Shares had
been made as required by this Agreement. The Employee hereby
irrevocably grants the Company a power of attorney which shall
be coupled with an interest for the purpose of effectuating
the preceding Subparagraph 12 (d)(i).
(e) If the Company shall pay a stock dividend or declare a stock
split on or with respect to any of its Common Stock, or otherwise
distribute securities of the Company to the holders of its Common
Stock, the number of shares of stock, or other securities of the
Company issued with respect to the shares then subject to the
restrictions contained in this Agreement shall be added to the Shares
subject to the Company's rights to repurchase pursuant to this
Agreement. If the Company shall distribute to its stockholders shares
of stock of another corporation, the shares of stock of such other
corporation, distributed with respect to the Shares then subject to the
restrictions contained in this Agreement, shall be added to the Shares
subject to the Company's rights to repurchase pursuant to this
Agreement.
(f) If the outstanding shares of Common Stock of the Company shall
be subdivided into a greater number of shares or combined into a
smaller number of shares, or in the event of a reclassification of the
outstanding shares of Common Stock of the Company, or if the Company
shall be a party to a merger, consolidation or capital reorganization,
there shall be substituted for the Shares then subject to the
restrictions contained in this Agreement such amount and kind of
securities as are issued in such subdivision, combination,
reclassification, merger, consolidation or capital reorganization in
respect of the Shares subject immediately prior thereto to the
Company's rights to repurchase pursuant to this Agreement.
(g) The Company shall not be required to transfer any Shares on
its books which shall have been sold, assigned or otherwise transferred
in violation of this Agreement, or to treat as owner of such Shares, or
to accord the right to vote as such owner or to pay dividends to, any
person or organization to which any such Shares shall have been so
sold, assigned or otherwise transferred, in violation of this
Agreement.
(h) The preceding provisions of this Paragraph 12 shall terminate
upon the consummation of a public offering of any of the Company's
securities pursuant to a registration statement filed with the
Securities and Exchange Commission pursuant to the Securities Act, in
which offering the aggregate gross proceeds to the Company exceed
$10,000,000.
(i) If, in connection with a registration statement filed by the
Company pursuant to the Securities Act, the Company or its underwriter
so requests, the Employee will agree not to sell any Shares for a
period not to exceed 180 days following the effectiveness of such
registration.
(j) The Employee acknowledges and agrees that neither the Company,
its shareholders nor its directors and officers, has any duty or
obligation to disclose to the Employee any material information
regarding the business of the Company or affecting the value of the
Shares before, at the time of, or following a termination of the
employment of the Employee by the Company, including, without
limitation, any information concerning plans for the Company to make a
public offering of its securities or to be acquired by or merged with
or into another firm or entity.
(k) All certificates representing the Shares to be issued to the
Employee pursuant to this Agreement shall have endorsed thereon a
legend substantially as follows:
"The shares represented by this certificate are
subject to restrictions set forth in an Incentive
Stock Option Agreement with this Company, a copy of
which Agreement is available for inspection at the
offices of the Company or will be made available upon
request."
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13. NO OBLIGATION TO EMPLOY
The Company is not by the Plan or this Option obligated to continue the
Employee as an employee of the Company.
14. OPTION IS INTENDED TO BE AN ISO
The parties each intend that the Option be an ISO so that the Employee
(or the Employee's Survivors) may qualify for the favorable tax treatment
provided to holders of Options that meet the standards of Section 422 of the
U.S. Internal Revenue Code (hereinafter the "Code"). Any provision of this
Agreement or the Plan which conflicts with the Code so that this Option would
not be deemed an ISO is null and void and any ambiguities shall be resolved so
that the Option qualifies as an ISO. Nonetheless, if the Option is determined
not to be an ISO, the Employee understands that neither the Company nor any
Affiliate is responsible to compensate him or her or otherwise make up for the
treatment of the Option as a Non-qualified Option, and not as an ISO. The
Employee should consult with the Employee's own tax advisors regarding the tax
effects of the Option and the requirements necessary to obtain favorable tax
treatment under Section 422 of the Code, including, but not limited to, holding
period requirements.
15. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION
The Employee agrees to notify the Company in writing immediately after
the Employee makes a Disqualifying Disposition of any of the Shares acquired
pursuant to the exercise of the Option. A Disqualifying Disposition is defined
in Section 424(c) of the Code, and includes any disposition (including any sale)
of such Shares before the later of:
(a) Two (2) years after the date the Employee was granted the
Option; or
(b) One (1) year after the date the Employee acquired Shares by
exercising the Option, except as otherwise provided in Section 424(c)
of the Code.
If the Employee has died before the Shares are sold, these holding
period requirements do not apply, and no Disqualifying Disposition can occur
thereafter.
16. NOTICES
Any notices required or permitted by the terms of this Agreement or the
Plan shall be given by recognized courier service, facsimile, registered or
certified mail, return receipt requested, addressed as follows:
If to the Company:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to the Employee:
Employee's name
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Employee's Address
In the alternative, notices may be made to such other address or
addresses of which notice in the same manner has previously been given. Any such
notice shall be deemed to have been given upon the earlier of receipt, one
business day following delivery to a recognized courier service or three
business days following mailing by registered or certified mail.
17. GOVERNING LAW
This Agreement shall be construed and enforced in accordance with the
law of the Commonwealth of Virginia, without giving effect to the conflict of
law principles thereof; provided that, if the Company shall be reincorporated
under the laws of another state, by merger or otherwise, the laws of such other
state shall be applicable, without giving effect to the conflict of laws
principles thereof.
18. BENEFIT OF AGREEMENT
Subject to the provisions of the Plan and the other provisions hereof,
this Agreement shall be for the benefit of, and shall be binding upon, the
heirs, executors, administrators, successors and assigns of the parties hereto.
19. ENTIRE AGREEMENT
This Agreement, together with the Plan, embodies the entire agreement
and understanding between the parties hereto with respect to the subject matter
hereof, and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty,
covenant or agreement not expressly set forth in this Agreement, shall affect or
be used to interpret, change or restrict, the express terms and provisions of
this Agreement, provided, however, in any event, this Agreement shall be subject
to and governed by the Plan.
20. MODIFICATIONS AND AMENDMENTS
The terms and provisions of this Agreement may be modified or amended
as provided for in the Plan.
21. WAIVERS AND CONSENTS
Except as provided in the Plan, the terms and provisions of this
Agreement may be waived, or consent for the departure therefrom granted, only by
written document executed by the party entitled to the benefits of such terms or
provisions. No such waiver or consent shall be deemed to be, or shall constitute
a waiver or consent with respect to any other terms or provisions of this
Agreement, whether or not similar. Each such waiver or consent shall be
effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Employee has hereunto set his
or her hand, all as of the day and year first above written.
OneSoft Corporation
By:
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Name:
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Title:
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Employee's Name
Confidential Information 9
Exhibit A
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NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION
[Form For Unregistered Shares]
To: OneSoft Corporation
Ladies and Gentlemen:
I hereby exercise my Incentive Stock Option to purchase ____ shares
(the "Shares") of the common stock, $.001 par value, of OneSoft Corporation (the
"Company"), at the exercise price of $___ per share, pursuant to and subject to
the terms of that certain Incentive Stock Option Agreement between the
undersigned and the Company dated this ___ day of __________, in the year ____.
I am aware that the Shares have not been registered under the
Securities Act of 1933, as amended (the "1933 Act"), or any state securities
laws. I understand that the reliance by the Company on exemptions under the 1933
Act is predicated in part upon the truth and accuracy of the statements by me in
this Notice of Exercise.
I hereby represent and warrant that:
1) I have been furnished with all information which I deem necessary
to evaluate the merits and risks of the purchase of the Shares; and
2) I have had the opportunity to ask questions concerning the Shares
and the Company and all questions posed have been answered to my
satisfaction; and
3) I have been given the opportunity to obtain any additional
information I deem necessary to verify the accuracy of any information
obtained concerning the Shares and the Company; and
4) I have such knowledge and experience in financial and business
matters that I am able to evaluate the merits and risks of purchasing
the Shares and to make an informed investment decision relating
thereto.
I hereby represent and warrant that I am purchasing the Shares for my
own personal account for investment and not with a view to the sale or
distribution of all or any part of the Shares.
I understand that because the Shares have not been registered under the
1933 Act, I must continue to bear the economic risk of the investment for an
indefinite time and the Shares cannot be sold unless the Shares are subsequently
registered under applicable federal and state securities laws or an exemption
from such registration requirements is available.
I agree that I will in no event sell or distribute or otherwise dispose
of all or any part of the Shares unless:
1) There is an effective registration statement under the 1933 Act
and applicable state securities laws covering any such transaction
involving the Shares; or
2) The Company receives an opinion of my legal counsel (concurred in
by legal counsel for the Company) stating that such transaction is
exempt from registration or the Company otherwise satisfies itself that
such transaction is exempt from registration.
I consent to the placing of a legend on my certificate for the Shares
stating that the Shares have not been registered and setting forth the
restriction on transfer contemplated hereby and to the placing of a stop
transfer order on the books of the Company and with any transfer agents against
the Shares until the Shares may be legally resold or distributed without
restriction.
I understand that at the present time Rule 144 of the Securities and
Exchange Commission (the "SEC")
may not be relied on for the resale or distribution of the Shares by me. I
understand that the Company has no obligation to me to register the sale of the
Shares with the SEC and has not represented to me that it will register the sale
of the Shares.
I understand the terms and restrictions on the right to dispose of the
Shares set forth in the 1997 Employee, Director and Consultant Stock Option Plan
and the Incentive Stock Option Agreement, both of which I have carefully
reviewed. I consent to the placing of a legend on my certificate for the Shares
referring to such restriction and the placing of stop transfer orders until the
Shares may be transferred in accordance with the terms of such restrictions.
I have considered the Federal, state and local income tax implications
of the exercise of my Option and the purchase and subsequent sale of the Shares.
I am paying the option exercise price for the Shares as follows:
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Please issue the stock certificate for the Shares (check one):
to me; or
to me and , as joint tenants with right of survivorship,
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and mail the certificate to me at the following address:
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My mailing address for shareholder communications, if different from
the address listed above is:
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Sincerely,
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Employee (signature)
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Print Name
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Date
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Social Security Number
Exhibit A
NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION
[Form For Registered Shares]
TO: OneSoft Corporation
IMPORTANT NOTICE: This form of Notice of Exercise may only be used at such time
as the Company has filed a Registration Statement with the Securities and
Exchange Commission under which the issuance of the Shares for which this
exercise is being made is registered and such Registration Statement remains
effective.
Ladies and Gentlemen:
I hereby exercise my Incentive Stock Option to purchase _________
shares (the "Shares") of the common stock, $.001 par value of OneSoft
Corporation (the "Company"), at the exercise price of $________ per share,
pursuant to and subject to the terms of that certain Incentive Stock Option
Agreement between the undersigned and the Company dated this ___ day of
__________, in the year ____.
I understand the nature of the investment I am making and the financial
risks thereof. I am aware that it is my responsibility to have consulted with
competent tax and legal advisors about the relevant national, state and local
income tax and securities laws affecting the exercise of the Option and the
purchase and subsequent sale of the Shares.
I am paying the option exercise price for the Shares as follows:
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Please issue the stock certificate for the Shares (check one):
to me; or
to me and , as joint tenants with right of
----------------------
survivorship,
and mail the certificate to me at the following address:
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My mailing address for shareholder communications, if different from
the address listed above, is:
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Sincerely,
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Employee (signature)
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Print Name
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Date
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Social Security Number
