GLOBAL INTEGRITY CORPORATION
1998 STOCK INCENTIVE PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
Global Integrity Corporation, a Delaware corporation (the "Company"),
hereby grants an Option to purchase shares of its Common Stock (the "Shares") to
the Optionee named below. The terms and conditions of the Option are set forth
in this cover sheet, in the attachment and in the Company's 1998 Stock Incentive
Plan (the "Plan"), as amended and restated on February 14, 2000.
Date of ▇▇▇▇▇:
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Effective Grant Date:
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Name of Optionee:
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Optionee's Social Security Number:
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Number of Shares Covered by Option:
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Exercise Price per Share: $
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Vesting Schedule: 30% on ___________
30% on ___________
20% on ___________
20% on ___________
By signing this cover sheet, you voluntarily agree to all of the terms
and conditions described in the attached Agreement and in the Plan, a copy of
which is also attached.
Optionee:
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(Signature)
Company:
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(Signature)
Title:
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1
GLOBAL INTEGRITY CORPORATION
1998 STOCK INCENTIVE PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock This Option is not intended to be an
Option incentive stock option under section 422
of the Internal Revenue Code and will be
interpreted accordingly.
Vesting Your right to exercise this Option vests
annually over a four year period beginning
one year after the Effective Grant Date as
shown on the cover sheet. This Option vests
at a rate of 30%, 30%, 20% and 20%,
respectively, of the Shares covered by the
Option at the end of the first, second,
third and fourth year, respectively, after
the Effective Grant Date. The number of
Shares which may be purchased under this
Option by you at the Exercise Price shall be
rounded to the nearest whole number. No
additional Shares will vest after your
service has terminated for any reason.
Term Your Option will expire in any event at the
close of business at Company headquarters on
the day before the fifth anniversary of the
Effective Grant Date of the terminated
Option. (It will expire earlier if your
service terminates, as described below.)
Service "Service" means service to the Company in
the applicable of the following capacities
that you had on the date the option was
granted or such other of the following
capacities you may have assumed subject to
date of grant if such change in status was
approved by the Committee: (i) a Director of
the Company, (ii) an employee of the
Company, (iii) a consultant retained by or
otherwise providing services to the Company,
or (iv) an employee of Science Applications
International Corporation, a Delaware
corporation, ("SAIC") (or an entity which is
affiliated with SAIC as determined by the
Committee) whom the Committee determines to
provide substantial services and support to
the Company. All determinations made by the
Committee relating to "service" shall be
final, binding and nonreviewable.
Regular
Termination If your service terminates for any reason
except death or Disability, your Option will
expire at the close of business at Company
headquarters on the 60th day after your
termination date. During such 60-day period,
you may exercise that portion of your Option
that was vested on your termination date.
2
Death If you die while in service with the
Company, your Option will expire at the
close of business at Company headquarters on
the date 12 months after the date of death.
During that 12-month period, your
beneficiary, estate or heirs may exercise
that portion of your Option that was vested
on your date of death.
Disability If your service terminates because of your
Disability, your Option will expire at the
close of business at Company headquarters on
the date six months after your termination
date. During such six-month period, you may
exercise that portion of your Option that
was vested on your date of Disability.
"Disability" means that you are unable to
engage in any substantial gainful activity
by reason of any medically determinable
physical or mental impairment for an
extended period of time.
Leaves of Absence For purposes of this Option, your service to
the Company as an employee does not
terminate when you go on a bona fide leave
of absence that was approved by the Company
in writing, if the terms of the leave
provide for continued service crediting, or
when continued service crediting is required
by applicable law. The Committee determines
which leaves count for this purpose, and
when your service terminates for all
purposes under the Plan and this Agreement.
The Committee shall also determine the
extent to which you may exercise the vested
portion of your Option during a leave of
absence.
Notice of Exercise When you wish to exercise this Option, you
must notify the Committee by filing the
proper "Notice of Exercise" form at the
address given on the form. Your Notice must
specify how many Shares you wish to
purchase. Your Notice must also specify how
your Shares should be registered (in your
name only, in your and your spouse's names
as community property or as joint tenants
with right of survivorship or in a trust for
your benefit). The Notice will be effective
when it is received by the Committee. If
someone else wants to exercise this Option
after your death, that person must prove to
the Committee's satisfaction that he or she
is entitled to do so.
Form of Payment When you submit your Notice of Exercise, you
must include payment of the Exercise Price
for the Shares you are purchasing. Payment
may be made in one (or a combination) of the
following forms:
o Your personal check, a cashier's check or
a money order.
3
o Shares which have already been owned by
you for more than six months and which are
surrendered to the Company. The value of
the Shares, determined as of the
effective date of the Option exercise,
will be applied to the Exercise Price.
o By delivery (on a form prescribed by the
Committee) of an irrevocable direction to
a securities broker to sell Shares and to
deliver all or part of the sale proceeds
to the Company in payment of the aggregate
Exercise Price.
Withholding Taxes You will not be allowed to exercise this
Option unless you make acceptable
arrangements to pay any withholding or other
taxes that may be due as a result of the
option exercise or the sale of Shares
acquired upon exercise of this Option.
Restrictions on
Exercise and Resale By signing this Agreement, you agree not to
sell any Shares at a time when applicable
laws, regulations or Company or underwriter
trading policies prohibit a sale. For
example, prior to an initial public
offering, the Company may, in its sole
discretion, restrict the transfer of shares
for up to 6 months from the date of
exercise. In connection with any
underwritten public offering by the Company
of its equity securities pursuant to an
effective registration statement filed under
the Securities Act, including the Company's
initial public offering, you agree not to
sell, make any short sale of, loan,
hypothecate, pledge, grant any option for
the purchase of, or otherwise dispose or
transfer for value or agree to engage in any
of the foregoing transactions with respect
to any shares without the prior written
consent of the Company or its underwriters,
for such period of time after the effective
date of such registration statement as may
be requested by the Company or such
underwriters.
In order to enforce the provisions of this
paragraph, the Company may impose
stop-transfer instructions with respect to
the shares.
You represent and agree that the Shares to
be acquired upon exercising this option will
be acquired for investment, and not with a
view to the sale or distribution thereof.
In the event that the sale of Shares under
the Plan is not registered under the
Securities Act but an exemption is available
which requires an investment representation
or other representation, you shall represent
and agree at the time of exercise that the
Shares being acquired upon exercising this
option are being acquired for investment,
and not with a view to the sale or
distribution thereof, and shall make such
other representations as are deemed
necessary or appropriate by the Company and
its counsel.
4
Forfeiture of Benefits If the Company, in good faith, determines
that (i) you have used, disclosed or
misappropriated confidential or proprietary
information of the Company in breach of your
contractual, fiduciary or legal obligations
to the Company or its customers or (ii) you
have materially breached the terms of any
written agreement restricting your ability
to engage in competitive activity with the
Company after your affiliation with the
Company has terminated, then this Option
will immediately become invalid and may not
be exercised. Your compliance with such
obligations is expressly made as part of the
consideration for this Option. You agree
that the forfeiture of the benefits in such
circumstances is reasonable, equitable and
does not limit in any way the legal remedies
otherwise available to the Company.
The Company's Right
of First Refusal In the event that you propose to sell,
pledge or otherwise transfer to a third
party any Shares acquired under this
Agreement, or any interest in such Shares,
the Company shall have the "Right of First
Refusal" with respect to all (and not less
than all) of such Shares. If you desire to
transfer Shares acquired under this
Agreement, you must give a written "Transfer
Notice" to the Committee describing fully
the proposed transfer, including the number
of Shares proposed to be transferred, the
proposed transfer price and the name and
address of the proposed transferee. The
Transfer Notice shall be signed both by you
and by the proposed transferee and must
constitute a binding commitment of both
parties to the transfer of the Shares. The
Company shall have the right to purchase
all, and not less than all, of the Shares on
the terms described in the Transfer Notice
(subject, however, to any change in such
terms permitted in the next paragraph) by
delivery of a notice of exercise of the
Right of First Refusal within 30 days after
the date when the Transfer Notice was
received by the Committee. The Company's
rights under this Subsection shall be freely
assignable, in whole or in part.
If the Company fails to exercise its Right
of First Refusal within 30 days after the
date when the Committee received the
Transfer Notice, you may, not later than 90
days following receipt of the Transfer
Notice by the Company, conclude a transfer
of the Shares subject to the Transfer Notice
on the terms and conditions described in the
Transfer Notice. Any proposed transfer on
terms and conditions different from those
described in the Transfer Notice, as well as
any subsequent proposed transfer by you,
shall again be subject to the Right of First
Refusal and shall require compliance with
the procedure described in the paragraph
above. If the Company exercises its Right of
First Refusal, the parties shall consummate
the sale of the Shares on the terms set
5
forth in the Transfer Notice within 60 days
after the date when the Committee received
the Transfer Notice (or within such longer
period as may have been specified in the
Transfer Notice); provided, however, that in
the event the Transfer Notice provided that
payment for the Shares was to be made in a
form other than lawful money paid at the
time of transfer, the Company shall have the
option of paying for the Shares with lawful
money equal to the present value of the
consideration described in the Transfer
Notice.
The Company's Right of First Refusal shall
inure to the benefit of its successors and
assigns and shall be binding upon any
transferee of the Shares.
The Company's Right of First Refusal shall
terminate in the event that Shares are
listed or traded on an established stock
exchange.
8
Right of Repurchase Following termination of your service for
any reason, the Company shall have the right
to purchase all of those Shares that you
have or will acquire under this Option. If
the Company fails to provide you with
written notice of its intention to purchase
such Shares before or within 30 days of the
date the Company receives written notice
from you of your termination of service, the
Company's right to purchase such Shares
shall terminate. If the Company exercises
its right to purchase such Shares, the
Company will consummate the purchase of such
Shares within 60 days of the date of its
written notice to you. The purchase price
for any Shares repurchased shall be the Fair
Market Value of such Shares on the date of
purchase and shall be paid in cash. The
Company's right of repurchase shall
terminate in the event that Shares are
issued or traded on an established stock
exchange.
Transfer of Option Prior to your death, only you may exercise
this Option. You cannot transfer or assign
this Option. For instance, you may not sell
this Option or use it as security for a
loan. If you attempt to do any of these
things, this Option will immediately become
invalid. You may, however, dispose of this
Option by beneficiary designation or in your
will.
Regardless of any marital property
settlement agreement, the Company is not
obligated to honor a Notice of Exercise from
your spouse or former spouse, nor is the
Company obligated to recognize such
individual's interest in your Option in any
other way.
6
Retention Rights This Agreement does not give you the right
to be retained by the Company in any
capacity. The Company reserves the right to
terminate your service at any time and for
any reason.
Stockholders Rights You, or your estate or heirs, have no rights
as a stockholder of the Company until a
certificate for the Shares acquired upon
exercise of this Option has been issued. No
adjustments are made for dividends or other
rights if the applicable record date occurs
before your stock certificate is issued,
except as described in the Plan.
Adjustments In the event of a stock split, a stock
dividend or a similar change in the Shares,
the number of Shares covered by this Option
and the Exercise Price per share may be
adjusted pursuant to the Plan. Your Option
shall be subject to the terms of the
agreement of merger, liquidation or
reorganization in the event the Company is
subject to such corporate activity.
Change in Control Upon the occurrence of a Change in Control
of the Company, this Option shall
immediately become fully vested and
exercisable as to all Shares subject to such
Option.
Legends All certificates representing the Shares
issued upon exercise of this Option shall,
where applicable, have endorsed thereon the
following legends:
THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES
SET FORTH IN AN AGREEMENT BETWEEN THE
COMPANY AND THE REGISTERED HOLDER, OR HIS OR
HER PREDECESSOR IN INTEREST. A COPY OF SUCH
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE
OF THE COMPANY AND WILL BE FURNISHED UPON
WRITTEN REQUEST TO THE SECRETARY OF THE
COMPANY BY THE HOLDER OF RECORD OF THE
SHARES REPRESENTED BY THIS CERTIFICATE.
Applicable Law This Agreement will be interpreted and
enforced under the laws of the State of
Delaware (without regard to their choice of
law provisions).
7
The Plan and Other Agreements The text of the Plan is incorporated in this
Agreement by reference. Certain capitalized
terms used in this Agreement are defined in
the Plan.
This Agreement and the Plan constitute the
entire understanding between you and the
Company regarding this Option and the
terminated Option. Any prior agreements,
commitments or negotiations concerning this
Option are superseded.
By signing the cover sheet of this Agreement, you agree to all of the
terms and conditions described above and in the Plan.
8
GLOBAL INTEGRITY CORPORATION
1998 STOCK INCENTIVE PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
FOR OUTSIDE DIRECTORS
Global Integrity Corporation, a Delaware corporation (the "Company"),
hereby grants an option to purchase shares of its Common Stock (the "Shares") to
the optionee named below. The terms and conditions of the option are set forth
in this Nonstatutory Stock Option Agreement and in the Company's 1998 Stock
Incentive Plan (the "Plan"), as amended and restated on February 14, 2000.
Date of ▇▇▇▇▇:
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Name of Optionee:
-------------------------------------------------------------
Optionee's Social Security Number:
--------------------------------------------
Exercise Price per Share (100% of fair market value): $
Vesting Schedule: 30% on ___________
30% on ___________
20% on ___________
20% on ___________
* * * * *
By signing this cover sheet, you agree to all of the terms and conditions
described in the attached Agreement and in the Plan.
Optionee:
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(Signature)
Company:
---------------------------------------------------------------------
(Signature)
Title:
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1
GLOBAL INTEGRITY CORPORATION
1998 STOCK INCENTIVE PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
FOR OUTSIDE DIRECTORS
Nonstatutory Stock Option This Option is not intended to be an
incentive stock option under section 422 of
the Internal Revenue Code and will be
interpreted accordingly.
Vesting / Exercisability Your right to exercise this Option vests
annually over a four year period beginning
one year after the Date of Grant as shown on
the cover sheet. This Option vests at a rate
of 30%, 30%, 20% and 20%, respectively, of
the Shares covered by the Option at the end
of the first, second, third and fourth year,
respectively, after the Date of Grant. The
number of Shares which may be purchased
under this Option by you at the Exercise
Price shall be rounded to the nearest whole
number. In addition, your right to exercise
this Option shall vest in full if there is a
Change in Control of the Company. However,
no Shares will vest after your service as an
Outside Director has terminated for any
reason.
Term Your Option will expire in any event at the
close of business at Company headquarters on
the day before the fifth anniversary of the
Date of Grant, as shown on the cover sheet.
(It will expire earlier if your service as
an Outside Director terminates, as described
below.)
Termination If your service as an Outside Director of
the Company terminates for any reason except
death or Disability, then your Option will
expire at the close of business at Company
headquarters on the 60th day after your
service as an Outside Director terminates.
During such 60-day period, you may exercise
that portion of your Option that was vested
on your termination date.
Death If you die while an Outside Director of the
Company, then your Option will expire at the
close of business at Company headquarters on
the date 12 months after the date of death.
During that 12-month period, your
beneficiary, estate or heirs may exercise
that portion of your Option that was vested
on your date of death.
Disability If your service as an Outside Director of
the Company terminates because of your
Disability, then your Option will expire at
the close of business at Company
headquarters on the date six months after
your service as an Outside Director
terminates. During such six-month period,
you may exercise that portion of your Option
that was vested on your date of Disability.
2
"Disability" means that you are unable to
engage in any substantial gainful activity
by reason of any medically determinable
physical or mental impairment for an
extended period of time.
Notice of Exercise When you wish to exercise this Option, you
must notify the Committee by filing the
proper "Notice of Exercise" form at the
address given on the form. Your Notice must
specify how many Shares you wish to
purchase. Your Notice must also specify how
your Shares should be registered (in your
name only, in your and your spouse's names
as community property or as joint tenants
with right of survivorship or in a trust for
your benefit). The Notice will be effective
when it is received by the Committee. If
someone else wants to exercise this Option
after your death, that person must prove to
the Committee's satisfaction that he or she
is entitled to do so.
Form of Payment When you submit your Notice of Exercise, you
must include payment of the Exercise Price
for the Shares you are purchasing. Payment
may be made in one (or a combination) of the
following forms:
o Your personal check, a cashier's check or
a money order.
o Shares which have already been owned by
you for more than six months and which are
surrendered to the Company. The value of
the Shares, determined as of the effective
date of the Option exercise, will be
applied to the Exercise Price.
o By delivery (on a form prescribed by the
Committee) of an irrevocable direction
to a securities broker to sell Shares
and to deliver all or part of the sale
proceeds to the Company in payment of the
aggregate Exercise Price.
Restrictions on Exercise
and Resale By signing this Agreement, you agree not to
sell any Shares at a time when applicable
laws, regulations or Company or underwriter
trading policies prohibit
a sale. For example, prior to an initial
public offering, the Company may, in its
sole discretion, restrict the transfer of
shares for up to 6 months from the date of
exercise. In connection with any
underwritten public offering by the Company
of its equity securities pursuant to an
effective registration statement filed
under the Securities Act, including the
Company's initial public offering, you
agree not to sell, make any short sale of,
loan, hypothecate, pledge, grant any option
for the purchase of, or otherwise dispose
or transfer for value or agree to engage in
any of the foregoing transactions with
respect to any shares without the prior
3
written consent of the Company or its
underwriters, for such period of time after
the effective date of such registration
statement as may be requested by the
Company or such underwriters.
In order to enforce the provisions of this
paragraph, the Company may impose
stop-transfer instructions with respect to
the Shares.
You represent and agree that the Shares to
be acquired upon exercising this option
will be acquired for investment, and not
with a view to the sale or distribution
thereof.
In the event that the sale of Shares under
the Plan is not registered under the
Securities Act but an exemption is
available which requires an investment
representation or other representation, you
shall represent and agree at the time of
exercise that the Shares being acquired
upon exercising this option are being
acquired for investment, and not with a
view to the sale or distribution thereof,
and shall make such other representations
as are deemed necessary or appropriate by
the Company and its counsel.
Forfeiture of Benefits If the Company, in good faith, determines
that (i) you have used, disclosed or
misappropriated confidential or proprietary
information of the Company in breach of your
contractual, fiduciary or legal obligations
to the Company or its customers or (ii) you
have materially breached the terms of any
written agreement restricting your ability
to engage in competitive activity with the
Company after your affiliation with the
Company has terminated, then this Option
will immediately become invalid and may not
be exercised. Your compliance with such
obligations is expressly made as part of the
consideration for this Option. You agree
that the forfeiture of the benefits in such
circumstances is reasonable, equitable and
does not limit in any way the legal remedies
otherwise available to the Company.
The Company's Right
of First Refusal In the event that you propose to sell,
pledge or otherwise transfer to a third
party any Shares acquired under this
Agreement, or any interest in such Shares,
the Company shall have the "Right of First
Refusal" with respect to all (and not less
than all) of such Shares. If you desire to
transfer Shares acquired under this
Agreement, you must give a written
"Transfer Notice" to the Committee
describing fully the proposed transfer,
including the number of Shares proposed to
be transferred, the proposed transfer price
and the name and address of the proposed
transferee. The Transfer Notice shall be
signed both by you and by the proposed
4
transferee and must constitute a binding
commitment of both parties to the transfer
of the Shares. The Company shall have the
right to purchase all, and not less than
all, of the Shares on the terms described
in the Transfer Notice (subject, however,
to any change in such terms permitted in
the next paragraph) by delivery of a notice
of exercise of the Right of First Refusal
within 30 days after the date when the
Transfer Notice was received by the
Committee. The Company's rights under this
Subsection shall be freely assignable, in
whole or in part.
If the Company fails to exercise its Right
of First Refusal within 30 days after the
date when the Committee received the
Transfer Notice, you may, not later than 90
days following receipt of the Transfer
Notice by the Company, conclude a transfer
of the Shares subject to the Transfer
Notice on the terms and conditions
described in the Transfer Notice. Any
proposed transfer on terms and conditions
different from those described in the
Transfer Notice, as well as any subsequent
proposed transfer by you, shall again be
subject to the Right of First Refusal and
shall require compliance with the procedure
described in the paragraph above. If the
Company exercises its Right of First
Refusal, the parties shall consummate the
sale of the Shares on the terms set forth
in the Transfer Notice within 60 days after
the date when the Committee received the
Transfer Notice (or within such longer
period as may have been specified in the
Transfer Notice); provided, however, that
in the event the Transfer Notice provided
that payment for the Shares was to be made
in a form other than lawful money paid at
the time of transfer, the Company shall
have the option of paying for the Shares
with lawful money equal to the present
value of the consideration described in the
Transfer Notice.
The Company's Right of First Refusal shall
inure to the benefit of its successors and
assigns and shall be binding upon any
transferee of the Shares.
The Company's Right of First Refusal shall
terminate in the event that Shares are
listed or traded on an established stock
exchange.
Right of Repurchase Following termination of your service as an
Outside Director to the Company for any
reason, the Company shall have the right to
purchase all of those Shares that you have
or will acquire under this Option. If the
Company fails to provide you with written
notice of its intention to purchase such
Shares before or within 60 days of the date
the Company receives written notice from you
of your termination of service as an Outside
Director, the Company's right to purchase
such Shares shall terminate. If the Company
exercises its right to purchase such Shares,
5
the Company will consummate the purchase of
such Shares within 60 days of the date of
its written notice to you. The purchase
price for any Shares repurchased shall be
the Fair Market Value of such Shares on the
date of purchase and shall be paid in cash.
The Company's right of repurchase shall
terminate in the event that Shares are
issued or traded on an established stock
exchange.
Transfer of Option Prior to your death, only you may exercise
this Option. You cannot transfer or assign
this Option. For instance, you may not sell
this Option or use it as security for a
loan. If you attempt to do any of these
things, this Option will immediately become
invalid. You may, however, dispose of this
Option by beneficiary designation or in your
will.
Regardless of any marital property
settlement agreement, the Company is not
obligated to honor a Notice of Exercise
from your spouse or former spouse, nor is
the Company obligated to recognize such
individual's interest in your Option in any
other way.
Retention Rights This Agreement does not give you the right
to be retained by the Company in any
capacity. The Company reserves the right to
terminate your service at any time and for
any reason.
Stockholder Rights You or your estate or heirs, have no rights
as a stockholder of the Company until a
certificate for the Shares acquired upon
exercise of your Option has been issued. No
adjustments are made for dividends or other
rights if the applicable record date occurs
before your stock certificate is issued,
except as described in the Plan.
Adjustments In the event of a stock split, a stock
dividend or a similar change in the Shares,
the number of Shares covered by this Option
and the Exercise Price per share may be
adjusted pursuant to the Plan. Your Option
shall be subject to the terms of the
agreement of merger, liquidation or
reorganization in the event the Company is
subject to such corporate activity. Any
fractional number of shares available under
the Option shall be rounded to the nearest
whole number.
6
Legends All certificates representing the Shares
issued upon exercise of this Option shall,
where applicable, have endorsed thereon the
following legends:
THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND OPTIONS
TO PURCHASE SUCH SHARES SET FORTH IN
AN AGREEMENT BETWEEN THE COMPANY AND
THE REGISTERED HOLDER, OR HIS OR HER
PREDECESSOR IN INTEREST. A COPY OF
SUCH AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY AND
WILL BE FURNISHED UPON WRITTEN REQUEST
TO THE SECRETARY OF THE COMPANY BY THE
HOLDER OF RECORD OF THE SHARES
REPRESENTED BY THIS CERTIFICATE.
Applicable Law This Option will be interpreted and enforced
under the laws of the State of Delaware
(without regard to their choice of law
provisions).
The Plan and The text of the Plan is incorporated in this
Other Agreements Agreement by reference. Certain capitalized
terms used in this Agreement are defined in
the Plan.
This Nonstatutory Stock Option Agreement
and the Plan constitute the entire
understanding between you and the Company
regarding this Option. Any prior
agreements, commitments or negotiations
concerning this Option are superseded.
By signing the cover sheet of this Agreement, you agree to all of the terms
and conditions described above and in the Plan.
7