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EXHIBIT 10.22
CYBERCASH, INC.
1995 STOCK OPTION PLAN
PERFORMANCE STOCK OPTION AGREEMENT
To ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Optionee:
CYBERCASH, INC., (the "Company"), has granted you an
option to purchase shares of the common stock of the
Company ("Common Stock") under the CyberCash, Inc. 1995
Stock Option Plan (the "Plan"). This option is not intended
to qualify as an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
The details of your option are as follows:
1. Total Number of Shares Subject to this
Option. The total number of shares of Common Stock subject to
this option is 120,000 Shares.
2. Performance Vesting.
(a) Standard Vesting. Unless vesting of this
Option is accelerated pursuant to paragraph 2(b), one
hundred percent of the shares will vest on the date which
is seven years less one day from the date you were granted
this option (February 1, 2000).
(b) Accelerated Vesting. The shares covered by
this option will be divided into three installments of
40,000 shares each, which will vest as follows:
(i) The "First Installment" of 40,000
shares will vest as of June 30, 2000 if the First
Installment Condition is met. It will vest as of December
31, 2000 if the First Installment Condition is not met, but
the Second Installment Condition is met.
(ii) The "Second Installment" of 40,000
shares will vest as of December 31, 2000 if the Second
Installment Condition is met.
(iii) The "Third Installment" of 40,000
shares will vest as of June 30, 2001 if the Third
Installment Condition is met.
(c) Vesting Conditions. The conditions for
accelerated vesting are as follows:
(i) The "First Installment Condition" shall
be that (1) the Company's revenue for the six months ending
June 30, 2000 is at least $12,900,000 and (2) the Company's
operating cash flow for the same period is not less than
minus $5,100,000.
(ii) The "Second Installment Condition"
shall be that (1) the Company's revenue for the twelve
months ending December 31, 2000 is at least $28,500,000 and
(2) the Company's operating cash flow for the same period
is not less than minus $6,900,000.
(iii) The "Third Installment Condition"
shall be that (1) the Company's revenue for the six months
ending June 30, 2001 is at least $20,600,000 and (2) the
Company's operating cash flow for the same period is not
less than zero.
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3. Exercise Prices, Manner of Exercise, and Method of Payment.
(a) Initial Exercise Price. The initial exercise price
per share (the "First Exercise Price") of all of the shares covered by
this option shall be $8.6875 (the last reported sale price on the
Nasdaq Stock Market on the last full trading day immediately preceding
the date hereof.) The exercise price per share shall be increased as
provided below (but shall not be reduced below the First Exercise
Price).
(b) Increases in Exercise Price. The per share exercise
price for all of the unvested shares covered by this option shall be
increased as of the close of business on July 1, 2000 to the last
reported sale price on the Nasdaq Stock Market on the last full
trading day immediately preceding that date (the "Second Exercise
Price"). The per share exercise price for the Third Installment shall
be increased as of the close of business on January 1, 2001 to the
last reported sale price on the Nasdaq Stock Market on the last full
trading day immediately preceding that date (the "Third Exercise
Price"). The per share exercise price for all unvested shares in the
First Installment and the Second Installment shall be increased as of
the close of business on January 1, 2001 to $100 per share. If the
Third Installment Condition is not met, the per share exercise price
for the Third Installment shall be increased to $100 per share.
(c) Manner of Exercise. You may exercise the vested
portion of your option, in whole or in part, by delivering the Notice
of Exercise, attached to this option as an exhibit, together with the
exercise price to the Secretary of the Company, or another person
designated by the Company, during regular business hours, together
with any additional documents required in the Notice of Exercise.
Payment of the exercise price per share is due in full upon exercise
of all or any part of this option. You may make payment of the
exercise price under one or a combination of the following
alternatives:
(i) Payment of the exercise price per share
in cash or by check at the time of exercise;
(ii) If at the time of exercise the
Company's Common Stock is publicly traded and quoted
regularly in the Wall Street Journal, payment with shares
of the Company's Common Stock you already own. The Common
Stock (A) will be valued at its fair market value on the
date of exercise, (B) if originally acquired from the
Company, it must have been held for the period required to
avoid a charge to the Company's reported earnings, and (C)
it must be owned free and clear of any liens, claims,
encumbrances or security interests;
(iii) This option may also be exercised
as part of a program developed under Regulation T as
promulgated by the Federal Reserve Board which results in
the receipt of cash (or a check) by the Company before
Common Stock is issued; or
(iv) Payment by a combination of the methods
of payment listed in subparagraph 3(c)(i) through 3(c)(iii)
above.
(d) ▇▇▇▇▇▇ of Exercise for CyberCash India
Optionees. Notwithstanding paragraph 3(c) above, optionees
employed by or providing services to CyberCash India
("CCIPL Optionees") may exercise the vested portion of
their option, in whole or part, only in the manner
described on the attachment labeled "Manner of Exercise for
CyberCash India Optionees".
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(e) Representations of Optionee. By exercising
this option you agree that:
(i) the Company may require you to pay to the Company
any tax withholding obligation of the Company arising from (A) your exercise of
this option; (B) the lapse of any substantial risk of forfeiture to which the
shares are subject at the time of exercise; or (C) the disposition of the
shares of Common Stock you acquired upon the exercise of this option; and
(ii) you will notify the Company in writing within
fifteen days after the date on which you dispose of any of the shares of the
Common Stock issued to you upon your exercise of this option if the disposition
of shares occurs within two years after the date on which you were granted this
option or within one year of the date on which you exercised this option.
4. Whole Shares. You may exercise this option only for whole shares
and the Company shall be under no obligation to issue any fractional shares of
Common Stock to you.
5. Securities Law Compliance. Notwithstanding anything to the contrary
contained in this option, this option may not be exercised unless the shares
issuable upon exercise of this option are then registered under the Securities
Act of 1933, as amended (the "Act") or, if the shares are not registered at
that time, the Company has determined that the exercise and issuance would be
exempt from the registration requirements of the Act.
6. Term of Option.
(a) The term of this option begins on the date you were granted
this option and, unless it ends sooner for the reason described below,
terminates on February 1, 2010, the "Expiration Date" (which date shall be no
more than ten years from the date this option was granted). You may not, under
any circumstances, exercise this option after the Expiration Date. By
delivering written notice to the Company, in a form satisfactory to the
Company, you may designate a third party who, in the event of your death, shall
thereafter be entitled to exercise this option.
(b) This option will also terminate prior to the end of its
term if your service as an employee or an advisor or consultant with the
Company and all Affiliates is terminated for any reason or for no reason. Your
option will then terminate three months after the date on which you are no
longer providing services to the Company or any Affiliate unless one of the
following circumstances exists:
(i) Your termination of service is due to your
disability. This option will then terminate on the
earlier of the Expiration Date or twelve months following
the termination of your service.
(ii) Your termination of service is due to your death.
This option will then terminate on the earlier of the
Expiration Date or twelve months after your death.
(c) If during any part of the three-month period you may not
exercise your option solely because of the condition described in paragraph 5
above, then your option will not terminate until the earlier of the Expiration
Date or until this option shall become exercisable for a period of three months
after the termination of your service.
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(d) If your exercise of the option within three months
after termination of your service with the Company and all Affiliates
will result in liability under Section 16(b) of the Exchange Act, then
your option will terminate on the earlier of (i) the Expiration Date,
(ii) the tenth day after the last date on which your exercise would
result in such liability or (iii) six months and ten days after the
termination of your service with the Company and all Affiliates.
(e) Following the termination of your service, you may
exercise options for only the shares which are vested on the date of
your termination of service.
7. Option Not Transferable. This option may not be
transferred, except by will or by the laws of descent and
distribution, and may be exercised during your life only by
you.
8. Option Not an Employment Contract. This option is not
an employment contract and nothing in this option creates in any way
whatsoever any obligation on your part to continue in the employ of
the Company, or of the Company to continue your employment with the
Company.
9. Notices. Any notices provided for in this option or the
Plan will be given in writing and will be considered to have been
given upon receipt or, in the case of notices delivered by the Company
to you, five days: (i) after deposit in the United States mail,
postage prepaid, addressed to you at the address specified below or at
such other address as you later designate in writing to the Company,
or (ii) for CCIPL Optionees only, after a notice is sent to you by
courier delivery to the address specified below or at such other
address as you later designate in writing to the Company, and not by
the method designated in (i).
10. Governing Plan Document. This option is subject to all
the provisions of the Plan, which is attached as an exhibit to this
option. All provisions of the Plan are hereby made a part of this
option. This option is further subject to all interpretations,
amendments, rules and regulations which may from time to time be set
forth and adopted under the Plan. In the event of any conflict between
the provisions of this option and those of the Plan, the provisions of
the Plan shall control.
Dated February 1, 2000