EXHIBIT 10.5
Cambridge Technology Partners (Massachusetts), Inc.
1991 Stock Option Plan
Incentive Stock Option Agreement
Name of Optionee: [Executive Officer]
Number of Option Shares:
Option Exercise Price: $
Grant Date:
Vesting Start Date:
Pursuant to the Cambridge Technology Partners (Massachusetts), Inc. 1991
Stock Option Plan, as amended (the "Plan"), Cambridge Technology Partners
(Massachusetts), Inc., a Delaware corporation (the "Company"), hereby grants to
the Optionee named above an Option to purchase all or any part of the number of
shares of Common Stock, $.01 par value (the "Common Stock"), of the Company
specified above (the "Option Shares") at the Option Exercise Price per Option
Share specified above, subject to the terms and conditions set forth herein and
in the Plan. This Option is intended to qualify and shall be treated as an
"incentive stock option" under Section 422(b) of the Internal Revenue Code of
1986, as amended from time to time (the "Code").
1. Vesting Schedule. No portion of this Option may be exercised until the
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date on which such portion shall have vested. Except as set forth herein, and
subject to the determination of the Company in its sole discretion to accelerate
the vesting schedule hereunder due to other circumstances and subject to a
reduction in the percentage of Option Shares vesting each month in the event
that the Optionee becomes employed on less than a full-time basis (such new
percentage shall be determined by the Company at the time the Optionee becomes
employed on less than a full time basis and shall be set forth in a replacement
non-qualified option agreement to be executed at that time; provided, however,
that in any event all Option Shares shall vest no later than 60 days prior to
the Expiration Date applicable to such Option Shares as set forth in Paragraph 3
herein), this Option shall be vested and exercisable with respect to the
following percentage of the total number of Option Shares on the following dates
determined with respect to the Vesting Start Date set forth above:
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Cumulative
Time After Percentage of Percentage of
Vesting Start Date Option Shares Shares Exercisable
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1 year 25.000% 25.000%
13 months 2.083% 27.083%
Each additional month 2.083%* 2.083%*
thereafter up to and
including the 47th month
48th month 2.083% 100.000%
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*Additional 2.083% per month.
2. Exercise of Option.
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(a) Optionee may exercise only vested portions of this Option and only
in the following manner. From time to time prior to the earlier to occur of (i)
the termination hereof in accordance with the provisions of this Option, or (ii)
the Expiration Date (as set forth in Paragraph 3 herein) with respect to a given
portion of this Option, Optionee may give written notice to the Company of his
or her election to purchase some or all of the Option Shares for which this
Option may be exercised at the time of such notice. Said notice shall specify
the number of Option Shares to be purchased and shall be accompanied (i) by
payment therefor in cash and (ii) by such agreement, statement or other evidence
as the Company may require in order to satisfy itself that the issuance of the
Option Shares being purchased pursuant to such exercise and any subsequent
resale thereof will be in compliance with applicable laws and regulations,
including without limitation all applicable federal and state securities laws
and regulations.
(b) Certificates for the Option Shares so purchased will be issued to
Optionee upon compliance to the satisfaction of the Company with all
requirements under applicable laws or regulations in connection with such
issuance, including without limitation, if said Option Shares have not been
registered under the Securities Act of 1933, as amended (the "Act"), receipt of
a representation from Optionee upon each exercise of this Option that Optionee
is purchasing the Option Shares for his or her own account and not with a view
to any resale or distribution thereof, the legending of any certificate
representing said Option Shares, and the imposition of a stop transfer order
with respect thereto, to prevent a resale or distribution in violation of
federal or state securities laws. Until Optionee shall have complied with the
requirements hereof and of the Plan, the Company shall be under no obligation to
issue the Option Shares subject to this Option, and the determination of the
Option Committee (as defined in the Plan) as to such compliance shall be final
and binding on Optionee. Optionee shall not be deemed for any
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purpose to be the owner of any Option Shares subject to this Option until such
Option Shares shall have been issued in accordance with the foregoing
provisions.
(c) Notwithstanding any other provision hereof or of the Plan, no
portion of this Option shall be exercisable (i) after its termination in
accordance with the provisions hereof, (ii) after the Expiration Date applicable
thereto (as set forth in Paragraph 3 herein), or (iii) at any time unless all
necessary regulatory or other approvals have been received.
(d) To the extent that this Option is exercised for a number of Option
Shares which is less than the full number of Option Shares for which this Option
is then exercisable, it shall be deemed to have been exercised first with
respect to the maximum number of First-Year Option Shares for which this Option
has not been previously exercised, then the maximum number of Second-Year Option
Shares for which this Option has not been previously exercised, then the maximum
number of Third-Year Option Shares for which this Option has not been previously
exercised and then the maximum number of Fourth-Year Option Shares for which
this Option has not been previously exercised, including for purposes of
determining which Option Shares hereunder have expired in accordance with
Paragraph 3 herein.
3. Expiration Date of Option and Underlying Option Shares. For purposes of
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this Option, "Expiration Date" shall mean:
(a) with respect to the portion of this Option (and the underlying
number of Option Shares with respect to such portion) which vests one year after
the Vesting Start Date (such Option Shares being herein referred to as the
"First-Year Option Shares"), the date which is the fifth anniversary of the
Vesting Start Date;
(b) with respect to the portion of this Option (and the underlying
number of Option Shares with respect to such portion, but specifically excluding
the First-Year Option Shares) which vests during the period beginning 13 months
after the Vesting Start Date and ending 24 months after the Vesting Start Date
(such Option Shares being herein referred to as the "Second-Year Option
Shares"), the date which is the sixth anniversary of the Vesting Start Date;
(c) with respect to the portion of this Option (and the underlying
number of Option Shares with respect to such portion, but specifically excluding
the First-Year Option Shares and the Second-Year Option Shares) which vests
during the period beginning 25 months after the Vesting Start Date and ending 36
months after the Vesting Start Date (such Option Shares being herein referred to
as the "Third-Year Option Shares"), the date which is the seventh anniversary of
the Vesting Start Date; and
(d) with respect to the portion of this Option (and the underlying
number of Option Shares with respect to such portion, but specifically excluding
the First-Year Option Shares, Second-Year Option Shares and Third-Year Option
Shares) which vests during the period beginning 37 months after the Vesting
Start Date and ending 48 months after the Vesting Start Date (such Option Shares
being herein referred to as the "Fourth-Year Option Shares"), the date which is
the eighth anniversary of the Vesting Start Date.
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4. Termination of Employment. This Option, as to any unexercised portion
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hereof, shall terminate on the date three (3) months after the date on which
Optionee is no longer employed by the Company or a subsidiary as defined in the
Code; provided, however, that (a) if such termination of employment results from
Optionee's permanent and total disability as defined in Section 22(e)(3) of the
Code, this Option may be exercised, whether or not exercisable at the time of
such termination, until the date twelve (12) months after such termination, or
until the Expiration Date (as set forth in Paragraph 3 herein), whichever first
occurs, and (b) if such termination of employment results from Optionee's death,
this Option may be exercised, whether or not exercisable at the time of such
termination, by the Optionee's executors or administrators within twenty-four
(24) months thereafter, or until the Expiration Date (as set forth in Paragraph
3 herein), whichever first occurs. No Option will confer upon Optionee any right
to continued employment by the Company or any subsidiary of the Company, nor
will it interfere in any way with Optionee's right or the Company's or any such
subsidiary's right to terminate, or otherwise modify the terms of, Optionee's
employment at any time.
5. Incorporation of Plan. Notwithstanding anything herein to the
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contrary, this Option shall be subject to and governed by all the terms and
conditions of the Plan.
6. Transferability. Each of this Agreement and this Option is personal to
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Optionee, is non-assignable and is not transferable in any manner, by operation
of law or otherwise, other than by will or by the laws of descent and
distribution, and is exercisable, during Optionee's lifetime, only by Optionee.
7. Adjustment Upon Changes in Capitalization.
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(a) If the Common Stock as a whole is changed into or exchanged for a
different number or kind of interests or securities of the Company, whether
through reorganization, recapitalization, reclassification, stock dividend or
other distribution, split, combination or interests, exchange of interests,
change in corporate structure or the like, an appropriate and proportionate
adjustment shall be made in the number and kind of Option Shares subject to this
Option. In addition, upon such change, the exercise price of shares of Common
Stock or other securities subject to any unexercised portions of this Option
shall be appropriately and proportionately adjusted such that Optionee
thereafter shall have the right to purchase the number and kind of Option Shares
(as so adjusted) under this Option at an Exercise Price (as so adjusted) which
Optionee could purchase for the total purchase price applicable to the
unexercised portion of this Option immediately prior to such adjustment,
provided that any fractional shares resulting from such calculation shall be
eliminated.
(b) Adjustments under this Paragraph 7 shall be made by the Option
Committee of the Company, whose determination shall be conclusive.
8. Effect of Certain Transactions. If (i) the Company is to be merged
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into another entity, or if one or more entities is to be merged into the Company
or if there is to be a consolidation of the Company and one or more entities
and, in any such case, the shares of
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Common Stock are to be converted into cash, securities or other property other
than shares of Common Stock (an "Acquisition"), or (ii) if the Company is to be
liquidated, or is to sell or otherwise dispose of substantially all of its
assets to another entity while unexercised Options remain outstanding under the
Plan (a "Sale"), then: (a) the time for exercise of any unexercised and
unexpired portion of this Option, including the then unvested portion of this
Option, shall be accelerated to immediately prior to the consummation of such
Acquisition or Sale, and (b) this Option shall terminate immediately after the
effective date of such Acquisition or Sale; provided, however, that the
foregoing clauses (a) and (b) shall not apply to any transaction in which the
former stockholders of the Company immediately after such transaction hold or
receive by reason of their prior ownership of shares of capital stock of the
Company shares of capital stock of the resulting or surviving corporation
constituting a majority of the voting power of all outstanding stock of such
resulting or successor corporation.
9. Tax Withholding. The Optionee shall, not later than the date as of
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which the exercise of this Option or disposition of Option Shares becomes a
taxable event for Federal income tax purposes, pay to the Company or make
arrangements satisfactory to the Option Committee for payment of any Federal,
state, and local taxes required by law to be withheld on account of such taxable
event.
10. Notice to Company of Disqualifying Disposition. If this Option is
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intended to be an incentive stock option under the Plan as set forth on the
first page hereof, by its acceptance hereof, each Optionee agrees to notify the
Company in writing immediately after he makes a Disqualifying Disposition (as
described in Sections 421, 422 and 424 of the Code and regulations thereunder)
of any stock acquired pursuant to the exercise of incentive stock options
granted under the Plan. A Disqualifying Disposition is generally any
disposition occurring within two years of the date the incentive stock option
was granted or within one year of the date the incentive stock option was
exercised, whichever period ends later.
11. Representations. By acceptance of this Option, the Optionee agrees,
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acknowledges and understands that a purchase of shares under this Option will
not be made with a view to their distribution, as that term is used in the Act
unless, in the opinion of counsel to the Company such distribution is in
compliance with or exempt from the registration and prospectus requirements of
the Act, and the Employee agrees to sign a certificate to such effect at the
time of exercising this option and agrees that the certificate for the shares so
purchased may be inscribed with a legend to ensure compliance with the Act.
12. Miscellaneous. Notice hereunder shall be mailed or delivered to the
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Company at its principal place of business, and shall be delivered to Optionee
in person or mailed or delivered to Optionee at the address set forth below, or
in either case at such other address as one party may subsequently furnish to
the other party in writing.
Std. Exec. ISO Option Agrmt.
Rev. 1.1
8/97
449PDT1306/6.483799-2