Exhibit 10.15
INCENTIVE STOCK OPTION AGREEMENT
pursuant to the
▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, inc. 1999 STOCK OPTION PLAN
This INCENTIVE STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
by and between ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, inc., a Delaware Corporation (the
"Company"), and ______________________ (the "Optionee"), effective as of
____________, 1999 (the "Date of Grant").
1. Grant of Option. The Company hereby grants to the Optionee and the
Optionee hereby accepts, subject to the terms and conditions hereof, an
incentive stock option (the "Option") to purchase up to _______ shares of
Company's Common Stock at the Exercise Price per share set forth in Section 4
below. The Option is intended to qualify as an Incentive Stock Option, as such
term is defined in Section 422 of the Internal Revenue Code of 1986, as amended.
2. Governing Plan. This Option is granted pursuant to the Company's 1999
Stock Option Plan (the "Plan"), a copy of which is attached hereto. Capitalized
terms used but not otherwise defined herein have the meanings as set forth in
the Plan. The Optionee agrees to be bound by the terms and conditions of the
Plan, which are incorporated herein by reference and which control in case of
any conflict with this Agreement.
3. Expiration of the Option. The Option (to the extent not earlier
exercised or terminated due to cessation of the Optionee's employment or
otherwise in accordance with the Plan) will expire at the end of business on
_______, 200_, ___ (__) years from the Date of Grant of the option. The Option
may terminate sooner under certain circumstances, including, without limitation,
termination of the Optionee's employment, as set forth in Section 5.13 (death,
normal retirement, Permanent Disability and termination for other reasons) of
the Plan. The Option may not be exercised after its expiration or termination.
4. Exercise Price. The "Option Price" of the Option is $_____ per share of
Common Stock. The Exercise Price is subject to adjustment as set forth in
Section 6.2 of the Plan.
5. Vesting. On each Measurement Date set forth in Column 1 below, the
Option shall vest and become exercisable for the corresponding number of shares
of Common Stock set forth in Column 2 below if the Optionee's employment has not
terminated. The "Vested Portion" of the Option as of any particular date shall
be the cumulative total of all shares for which the Option has become
exercisable as of that date.
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Column 1 Column 2
Shares Vesting on
Measurement Date Measurement Date
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Notwithstanding the foregoing, in the event the Optionee's employment with
the Company and/or any Parent Corporation or Subsidiary Corporation is
terminated within _______ (___) year(s) after a "Change in Control" then,
immediately prior to the effective date of such termination, all Options or
converted rights which have not expired, shall become fully vested and
exercisable (if not already
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vested and exercisable) by Optionee for a period of three (3) months thereafter.
In addition, upon a Change in Control, pursuant to Section 7.2 of the Plan, this
Option shall be canceled and automatically converted into the right to receive,
and thereafter shall be exercisable for, in accordance with the Plan and this
Agreement, the securities, cash and/or other consideration that a holder of the
shares underlying the Options would have been entitled to receive upon
consummation of a Change in Control had such shares been issued and outstanding
immediately prior to the effective date and time of the Change in Control (net
of appropriate exercise prices).
6. Exercise of the Option. The Vested Portion (as herein defined) of the
Option may be exercised, to the extent not previously exercised, in whole or in
part, at any time or from time to time prior to the expiration or termination of
the Option, except that no Option shall be exercisable except in respect to
whole shares, and not less than one hundred (100) shares may be purchased at one
time unless the number purchased is the total number at the time available for
purchase under the terms of the Option. Exercise shall be accomplished by
providing the Company with written notice in the form of Exhibit I hereto, which
notice shall be irrevocable when delivered and effective upon payment in full of
the Option Price in accordance with Section 5.4 of the Plan and any amounts
required in accordance with Section 5.11 of the Plan for withholding taxes, and
the satisfaction of all other conditions to exercise imposed under the Plan.
7. Payment of Option Price. Upon any exercise of the Option, the exercise
price for the number of shares for which the Option is then being exercised and
the amount of any federal, state and local withholding shall be paid in full to
the Company in cash or with shares of Common Stock that have been owned for at
least six months, or a combination thereof.
8. Nontransferability of Option. The Option shall not be assignable or
transferable by the Optionee, other than in accordance with Section 5.9 of the
Plan or by will or the laws of descent and distribution (or as otherwise
permitted by the Administering Body in its sole discretion), and shall be
exercisable during the Optionee's lifetime only by him or her or by his or her
legal representative(s) or guardian(s).
9. Administration. The Plan and this Agreement shall be administered and
may be definitively interpreted by the Administering Body, and the Optionee
agrees to accept and abide by the decisions of such Administering Body
concerning administration and interpretation of the Plan and this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed on behalf of the
Company by its duly authorized officer, and by the Optionee in acceptance of the
above-mentioned Option, subject to the terms and conditions of the Plan and of
this Agreement, all as of the day and year first above written.
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By:
OPTIONEE
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Exhibit I
NOTICE OF EXERCISE
under
INCENTIVE STOCK OPTION AGREEMENT
pursuant to the
▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, inc. 1999 STOCK OPTION PLAN
To: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, inc. (the "Company")
From: _____________________________________________
Date: _____________________________________________
Pursuant to the ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, inc. 1999 Stock Option Plan (the
"Plan") and the Incentive Stock Option Agreement (the "Agreement") between the
Company and myself effective ______________________, I,
________________________, hereby exercise my Option as follows:
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Number of shares of Common Stock I wish to purchase under
the Option
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Exercise Price per share $
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Total Exercise Price $
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"Vested Portion" of Option (see definition in
Section 5 of the Agreement)
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Number of shares I have previously purchased by
exercising the Option
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Expiration Date of the Option
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I hereby represent, warrant, and covenant to the Company that:
a. I am acquiring the Common Stock for my own account, for investment, and
not for distribution or resale, and I will make no transfer of such Common Stock
except in compliance with applicable federal and state securities laws and in
accordance with the provisions of the Plan.
b. I can bear the economic risk of the investment in the Common Stock
resulting from this exercise of the Option, including a total loss of my
investment.
c. I am experienced in business and financial matters and am capable of
(i) evaluating the merits and risks of an investment in the Company Stock; (ii)
making an informed investment decision regarding exercise of the Option; and
(iii) protecting my interests in connection therewith.
I acknowledge that I must pay the exercise price in full and make
appropriate arrangements for the payment of all federal, state and local tax
withholdings due with respect to the Option exercised herein, before the stock
certificate evidencing the shares of Common Stock resulting from this exercise
of the Option will be issued to me.
Attached in full payment of the exercise price for the Option exercised
herein is ( ) a check made payable to the Company in the amount of
$___________________ and/or ( ) a stock certificate for _______ shares of Common
Stock that have been owned for at least six months with a duly completed stock
power attached.