H.T.E., INC.
STOCK OPTION AGREEMENT
FOR
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AGREEMENT
1. GRANT OF OPTION. H.T.E., Inc. (the "Company") hereby grants, as of
________, 1997, to ______________ (the "Optionee") an option (the "Option") to
purchase up to ____ shares of the Company's _______ Common Stock, $.01 par value
per share (the "Stock"), at an exercise price per share equal to $____. The
Option shall be subject to the terms and conditions set forth herein. The Option
was issued pursuant to the Company's 1997 Executive Incentive Compensation Plan
(the "Plan"), which is incorporated herein for all purposes. The Option is a
nonqualified stock option, and not an Incentive Stock Option. The Optionee
hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all
of the terms and conditions hereof and thereof.
2. DEFINITIONS. Unless otherwise provided herein, terms used herein
that are defined in the Plan and not defined herein shall have the meanings
attributed thereto in the Plan.
3. EXERCISE SCHEDULE. Except as otherwise provided in Section 8 of this
Agreement or, in the Plan, the Option shall be exercisable in whole or in part
and cumulatively according to the following schedule:
20% on or after ______________, ____
20% on or after ______________, ____
20% on or after ______________, ____
20% on or after ______________, ____
20% on or after ______________, ____
The Option shall terminate on, and in no event shall the Option be exercisable
after, ______________, ____.
4. METHOD OF EXERCISE. This Option shall be exercisable in whole or in
part in accordance with the exercise schedule set forth in Section 3 hereof by
written notice which shall state the election to exercise the Option, the number
of shares of Stock in respect of which the Option is being exercised, and such
other representations and agreements as to the holder's investment intent with
respect to such shares of Stock as may be required by the Company pursuant to
the provisions of the Plan. Such written notice shall be signed by the Optionee
and shall be delivered in person or by certified mail to the Chief Financial
Officer of the Company. The written notice shall be accompanied by payment of
the exercise price. This Option shall be deemed to be exercised after both (a)
receipt by the Company of such written notice accompanied by the exercise price
and (b) arrangements that are satisfactory to the Committee in its sole
discretion have been made for Optionee's payment to the Company of the amount
that is necessary to be withheld in accordance with applicable Federal or state
withholding requirements. No shares of Stock will be issued pursuant to the
Option unless and until such issuance and such exercise shall comply with all
relevant provisions of applicable law, including the requirements of any stock
exchange upon which the Stock then may be traded.
5. METHOD OF PAYMENT. Payment of the exercise price shall be by any of
the following, or a combination thereof, at the election of the Optionee: (a)
cash; (b) check; or (c) such other consideration or
in such other manner as may be determined by the Committee, which other
method, in the discretion of the Committee may include, without limitation,
payment of the exercise price in whole or in part (i) with Stock, (ii) by a
promissory note payable to the order of the Company in a form acceptable to the
Committee, or (iii) by the Company retaining from the shares of Stock to be
delivered upon exercise of the Option that number of shares of Stock having a
Fair Market Value on the date of exercise equal to the option price for the
number of shares of Stock with respect to which the Optionee exercises the
Option.
6. TERMINATION OF OPTION. Any unexercised portion of the Option shall
automatically and without notice terminate and become null and void at the time
of the earliest to occur of:
(a) three months after the date on which the
Optionee's employment with the Company is terminated for any reason other than
by reason of (A) Cause, which, solely for purposes of this Agreement, shall mean
the termination of the Optionee's employment by reason of the Optionee's willful
misconduct or gross negligence, (B) a mental or physical disability (within the
meaning of Section 22(e) of the Internal Revenue Code of 1986, as amended) of
the Optionee as determined by a medical doctor satisfactory to the Committee, or
(C) death;
(b) immediately upon the termination of the
Optionee's employment with the Company for Cause;
(c) twelve months after the date on which the
Optionee's employment with the Company is terminated by reason of a mental or
physical disability (within the meaning of Section 22(e) of the Internal Revenue
Code of 1986, as amended) as determined by a medical doctor satisfactory to the
Committee;
(d) twelve months after the date of termination of
the Optionee's employment with the Company by reason of the death of the
Optionee (or three months after the date on which the Optionee shall die if such
death shall occur during the one year period specified in paragraph (c) of this
Section 6).
Also, the Committee in its sole discretion may by giving
written notice (the "cancellation notice") cancel, effective upon the date of
the consummation of any Corporate Transaction described in Subsection 9(b)(ii)
of the Plan, any Option that remains unexercised on such date. Such cancellation
notice shall be given a reasonable period of time prior to the proposed date of
such cancellation and may be given either before or after approval of such
Corporate Transaction.
7. TRANSFERABILITY. The Option is not transferable otherwise than by
will or the laws of descent and distribution, and during the lifetime of the
Optionee the Option shall be exercisable only by the Optionee. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
8. NO RIGHTS OF STOCKHOLDERS. Neither the Optionee nor any personal
representative (or beneficiary) shall be, or shall have any of the rights and
privileges of, a stockholder of the Company with respect to any shares of Stock
purchasable or issuable upon the exercise of the Option, in whole or in part,
prior to the date of exercise of the Option.
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9. RESTRICTIONS WHILE STOCK IS NOT REGISTERED.
(a) RESTRICTED SHARES. The shares of Stock subject to
the Option specified in Section 1 and (a) all shares of the Company's capital
stock received as a dividend or other distribution upon such shares, and (b) all
shares of capital stock or other securities of the Company into which such
shares may be changed or for which such shares shall be exchanged, whether
through reorganization, recapitalization, stock split-ups or the like, shall be
subject to the provisions of this Section 9 at all times, and only at those
times, that the Stock is not registered under the Securities Act of 1933, as
amended (the "Restricted Period") and are during the Restricted Period
hereinafter referred to as "Restricted Shares."
(b) NO SALE OR PLEDGE OF RESTRICTED SHARES. Except as
otherwise provided herein, Optionee agrees and covenants that during the
Restricted Period he or she will not sell, pledge, encumber or otherwise
transfer or dispose of, and will not permit to be sold, encumbered, attached or
otherwise disposed of or transferred in any manner, either voluntarily or by
operation of law (all hereinafter collectively referred to as "transfers"), all
or any portion of the Restricted Shares or any interest therein except in
accordance with and subject to the terms of this Section 9.
(c) VOLUNTARY TRANSFER REPURCHASE OPTION. If Optionee
desires to effect a voluntary transfer of any of the Restricted Shares during
the Restricted Period, Optionee shall first give written notice to the Company
or such intent to transfer (the "Offer Notice") specifying (a) the number of the
Restricted Shares (the "Offered Shares") and the date of the proposed transfer
(which shall not be less than fifty (50) days after the giving of the Offer
Notice), (b) the name, address, and principal business of the proposed
transferee (the "Transferee"), and (c) the price and other terms and conditions
of the proposed transfer of the Offered Shares to the Transferee. The Offer
Notice by Optionee shall constitute an offer to sell all, but not less than all,
of the Offered Shares, at the price specified in such Offer Notice, to the
Company and/or its designated purchaser. If the Company desires to accept
Optionee's offer to sell, either for itself or on behalf of its designated
purchaser, the Company shall signify such acceptance by written notice to
Optionee within fifty (50) days following the giving of the Option Notice.
Failing such acceptance, Optionee's offer shall lapse on the fifty-first day
following the giving of the Option Notice. With such written acceptance, the
Company shall designate a day not later than ten days following the date of
giving its notice of acceptance on which the Company or its designated purchaser
shall deliver the purchase price of the Offered Shares (in the same form as
provided in the Offer Notice) and Optionee shall deliver to the Company or its
designated Purchaser, as applicable, all certificates evidencing the Offered
Shares endorsed in blank for transfer or with separate stock powers endorsed in
blank for transfer. Upon the lapse without acceptance by the Company of
Optionee's offer to sell the Offered Shares, Optionee shall be free to transfer
the Offered Shares not purchased by the Company or the designated purchaser to
the Transferee (and no one else), for a price and on terms and conditions which
are no more favorable to the Transferee than those set forth in the Offer
Notice, for a period of thirty days thereafter, but after such period the
restrictions of this Section 9 shall again apply to the Restricted Shares. The
Offered Shares so transferred by Optionee to the Transferee shall continue to be
subject to all of the terms and conditions of this Section 9 (including without
limitation paragraph (f) of this Section 9) and the Company shall have the right
to require, as a condition of such transfer, than the Transferee execute an
agreement substantially in the form and content of the provisions of this
Section 9.
(d) INVOLUNTARY TRANSFER REPURCHASE OPTION. Whenever,
during the Restricted Period, Optionee has any notice or knowledge of any
attempted, pending, or consummated involuntary transfer or lien or charge upon
any of the Restricted Shares, whether by operation of law or otherwise, Optionee
shall
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give immediate written notice thereof to the Company. Whenever the Company
has any other notice or knowledge of any such attempted, impending, or
consummated involuntary transfer, lien, or charge, it shall give written notice
thereof to the Optionee. In either case, Optionee agrees to disclose forthwith
to the Company all pertinent information in his possession relating thereto. If
during the Restricted Period any of the Restricted Shares are subjected to any
such involuntary transfer, lien, or charge, the Company and its designated
purchaser shall at all times have the immediate and continuing option to
purchaser such of the Restricted Shares upon notice by the Company to Optionee
or other record holder at a price determined according to Section 9(g) below,
and any of the Restricted Shares so purchased by the Company or its designated
purchaser shall in every case be free and clear of such transfer, lien, or
charge.
(e) EXCEPTED TRANSFERS. The provisions of Sections
9(b) and (c) shall not apply to transfers by Optionee to his or her spouse,
lineal descendants or trustee of trusts for their benefit, provided, HOWEVER,
that during the Restricted Period Optionee shall continue to be subject to all
of the terms and provisions of this Section 9 with respect to any remaining
present or future interest whatsoever he or she may have in the transferred
Restricted Shares, and, FURTHER PROVIDED that during the Restricted Period the
transferee of any such Restricted Shares shall likewise be subject to all such
terms and conditions of this Section 9 as though such transferee were a party
hereto.
(f) REPURCHASE OPTION ON EMPLOYMENT TERMINATION.
Anything set forth in this Agreement to the contrary notwithstanding, the
Company shall have the right to purchase or designate a purchaser of all, but
not less than all, of the Restricted Shares for the purchase price specified in
Section 9(g) below in the event any of the following conditions occur during the
Restricted Period: (i) the death or permanent disability of Optionee or (ii)
Optionee's employment relationship with the Company is either voluntarily or
involuntarily terminated. For purposes of this Section 9(f), the "permanent
disability" of Optionee shall be deemed to be an inability or incapacity of
Optionee to render his customary services to the Company for a period of more
than thirteen consecutive weeks or more than twenty-six weeks in the aggregate
in any calendar year. Subsequent to an event described in this Section 9(f), the
Company shall promptly cause the purchase price for the Restricted Shares to be
determined. The Company shall have a period of ninety (90) days after the date
of any such event to exercise its right to purchase hereunder. If such right of
purchase is not exercised within the aforementioned ninety (90) day period, the
Restricted Shares as to which such time period has expired shall no longer be
subject to any of the limitations imposed by the provisions of this Agreement.
If the Company chooses to exercise its right to purchase the Restricted Shares
hereunder, the Company shall give its notice of acceptance to Optionee or his or
her legal representative within the aforesaid ninety (90) day period, specifying
in such notice a date not later than ten (10) days following the date of giving
such notice on which the Company or its designated purchaser shall deliver, or
be prepared to deliver the check or promissory note for the purchase price and
Optionee or his or her legal representative shall deliver all stock certificates
evidencing such Restricted Shares duly endorsed in blank for transfer or with
separate stock powers endorsed in blank for transfer.
(g) REPURCHASE PRICE. For purposes of Section 9(c)
and (f) hereof, the per share purchase price of Restricted Shares shall be an
amount equal to the fair market value of such share, determined in good faith by
the Board of Directors of the Company as of the date of the event giving rise to
the Company's right to purchase such Restricted Shares. The purchase price
shall, at the option of the Company, be payable in cash or in the form of the
Company's promissory note payable in up to three equal annual installments
commencing 12 months after the acquisition by the Company ("Acquisition Date")
of the Restricted Shares, together with interest on the unpaid balance thereof
at the rate equal to the prime rate of interest of Citibank, N.A. on the
Acquisition Date.
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10. REGISTRATION RIGHTS AGREEMENT. If the Company requests and as a
condition of the Company issuing and delivering the shares of the Stock to the
Optionee upon his or her exercise of the Option, the Optionee shall enter into
and execute and deliver to the Company a certain "Registration Rights Agreement"
in regard to the shares of Stock to be issued to the Optionee (a copy of the
Registration Rights Agreement is attached hereto as Exhibit A).
11. OPTIONEE'S REPRESENTATIONS. In the event the Shares purchasable
pursuant to the exercise of this Option have not been registered under the
Securities Act of 1933, as amended, at the time this Option is exercised,
Optionee shall, if required by the Company, concurrently with the exercise of
all or any portion of this Option, deliver to the Company his Investment
Representation Statement in the form attached to this Agreement as Exhibit B.
12. CHANGE IN CONTROL. The provisions of Section 9 of the Plan,
relating to Changes in Control, shall apply with respect to this Option.
13. NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Option nor this
Agreement shall confer upon the Optionee any right to continued employment or
service with the Company.
14. LAW GOVERNING. This Agreement shall be governed in accordance with
and governed by the internal laws of the State of Florida.
15. INTERPRETATION. The Optionee accepts the Option subject to all the
terms and provisions of the Plan and this Agreement. The undersigned Optionee
hereby accepts as binding, conclusive and final all decisions or interpretations
of the Committee upon any questions arising under the Plan and this Agreement.
16. NOTICES. Any notice under this Agreement shall be in writing and
shall be deemed to have been duly given when delivered personally or when
deposited in the United States mail, registered, postage prepaid, and addressed,
in the case of the Company, to the Company's Chief Financial Officer at ▇▇▇ ▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or if the Company should move its
principal office, to such principal office, and, in the case of the Optionee, to
the Optionee's last permanent address as shown on the Company's records, subject
to the right of either party to designate some other address at any time
hereafter in a notice satisfying the requirements of this Section.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the ____ day of _____________,____.
COMPANY:
H.T.E., INC.
By:______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
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Optionee acknowledges receipt of a copy of the Plan and represents that
he or she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions thereof. Optionee has
reviewed the Plan and this Option in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Option, and fully
understands all provisions of the Option.
Dated:_________________________ OPTIONEE:
By:_______________________
_______________
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