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EXHIBIT 4.14
RUBRIC, INC.
STOCK OPTION AGREEMENT
I. NOTICE OF STOCK OPTION GRANT
Optionee's Name and Address: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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You have been granted an option to purchase Common Stock of the Company as
follows:
Date of Grant December 8, 1999
Exercise Price per Share: $0.30
Total Number of Shares Granted 360,000
Total Exercise Price $108,000
Type of Option: Incentive Stock Option
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X Nonstatutory Stock Option
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Term/Expiration Date: February 28, 2001
Exercise
100% of the Shares subject to the Option are vested and exercisable
beginning immediately prior to the Effective Time, as described in the
Settlement Agreement and Release between the Company and Optionee.
Termination Period:
This Option may be exercised at any time prior to the Expiration Date as
provided above.
II. AGREEMENT
1. Exercise of Option. This Option shall be exercisable during its term
as follows:
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(a) Method of Exercise. This Option shall be exercisable by
delivery of an exercise notice (the "Exercise Notice") to the Company, which
shall state the election to exercise the Option, the number of Shares with
respect to which the Option is being exercised, and such other representations
and agreements as may be reasonably required by the Company. The Exercise
Notice shall be accompanied by payment of the aggregate Exercise Price as to
all Exercised Shares. This Option shall be deemed to be exercised upon receipt
by the Company of such fully executed Exercise Notice accompanied by the
aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of an Option unless
such issuance and such exercise complies with Applicable Laws. Assuming such
compliance, for income tax purposes the Shares shall be considered transferred
to the Optionee on the date on which the Option is exercised with respect to
such Shares.
2. Optionee's Representations. In the event the Shares have not been
registered under the Securities Act of 1933, as amended, at the time this
Option is exercised, the Optionee shall, if required by the Company,
concurrently with the exercise of all or any portion of this Option, deliver to
the Company investment representations in customary form.
3. Lock-Up Period. Optionee shall not sell or otherwise transfer any
Shares or other securities of the Company prior to March 19, 2000. The Company
may impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such market standoff period.
4. Method of Payment. Payment of the aggregate Exercise Price shall be
by cash or check.
5. Non-Transferability of Option. This Option may not be transferred
in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Optionee only by Optionee.
6. Tax Consequences. Set forth below is a brief summary as of the date
of this Option of some of the federal tax consequences of exercise of this
Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD
CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
(a) Exercise of NSO. There may be a regular federal income tax
liability upon the exercise of an NSO. The Optionee will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to
the excess, if any, of the fair market value of the exercised shares on the
date of exercise over the Exercise Price. If Optionee is an Employee or a
former Employee, the Company will be required to withhold from Optionee's
compensation or collect from Optionee and pay to the applicable taxing
authorities an amount in cash equal to a
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percentage of this compensation income at the time of exercise, and may refuse
to honor the exercise and refuse to deliver Shares if such withholding amounts
are not delivered at the time of exercise.
(b) Disposition of Shares. In the case of an NSO, if Shares are held
for at least one year, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes.
7. Entire Agreement; Governing Law. This Option Agreement and the
Settlement Agreement and Release between the Company and Optionee dated December
9, 1999 constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee's interest except by
means of a writing signed by the Company and Optionee. This Option Agreement is
governed by the internal substantive laws but not the choice of law rules of
California.
OPTIONEE: RUBRIC, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇
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Signature By
President
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Residence Address
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