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EXHIBIT 99.3
Subscriber Computing, Inc. 1997 Stock Option,
Nonqualified Stock Option, and Restricted Stock Purchase Plan
Form of Incentive Stock Option Agreement
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INCENTIVE OPTION AGREEMENT
THIS INCENTIVE OPTION AGREEMENT (this "Agreement"), made this
____ day of ________________, 19_, between SUBSCRIBER COMPUTING, INC., a
Delaware corporation (hereinafter referred to as the "Company"), and __________,
an employee of the Company, its parent or one or more of its subsidiaries (the
"Optionee"), is made with reference to the following facts:
R E C I T A L S:
A. The Optionee is employed with the Company and is a valued and
key employee of the Company.
B. The Company desires, by affording the Optionee an opportunity
to purchase shares of the Company's Common Stock, $0.01 par value (hereinafter
called "Shares"), as hereinafter provided, to carry out the purposes of the 1997
Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase
Plan, a copy of which is attached hereto as Exhibit A (the "Plan") and
incorporated herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto have agreed,
and do hereby agree, as follows:
1. Grant of Option.
The Company hereby irrevocably grants to the Optionee the right
and option (hereinafter called the "Option") to purchase all or any part of an
aggregate of ____________ Shares (such number being subject to adjustment as
provided in Paragraph 7 hereof and subject to the exercise limitation set forth
in Paragraph 10 hereof) on the terms and conditions herein set forth. The Option
granted herein is an "incentive option" within the meaning of the Plan and
Section 422 of the Internal Revenue Code of 1986, as amended (sometimes called
the "Code").
2. Purchase Price.
The purchase price of the Shares covered by the Option shall be
$_____ per share, representing 100% of the fair market value of the shares as
determined pursuant to Section 5 of the Plan as of the date hereof.
3. Term of Option.
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The term of the Option shall commence on the date hereof and all
rights to purchase shares hereunder shall cease at 11:59 p.m. on the day before
the tenth (10th) anniversary of the date hereof, subject to earlier termination
as provided herein. Except as may otherwise be provided in this Agreement,
options granted hereunder may be exercised cumulatively as follows:
[TO BE COMPLETED ON A CASE-BY-CASE BASIS.]
For the purposes of this Agreement, the Optionee shall be deemed
to be a "Service Provider" to the Company for so long as the Optionee is
employed by the Company, or a parent or subsidiary of the Company, or a
corporation or a parent or subsidiary of a corporation issuing or assuming an
option to which Section 424(a) of the Internal Revenue Code of 1986, as amended,
applies. A leave of absence (regardless of the reason therefor) shall be deemed
to constitute the cessation of Service Provider status as of the commencement
date of the leave, unless such leave is authorized by the Company in writing and
the Optionee recommences providing services prior to the expiration date of such
leave. Accordingly, the Optionee shall receive credit as a Service Provider to
the Company during a leave of absence only if the leave is authorized by the
Company and the Optionee recommences providing services on or prior to the
expiration date of the leave.
The purchase price of the Shares as to which the Option shall be
exercised shall be paid in full at the time of exercise, as provided in
Paragraph 10 below. Except as provided in Paragraph 5 hereof, the Option may not
be exercised at any time unless the Optionee shall have been continuously, from
the date hereof to the date of the exercise of the Option, a Service Provider to
the Company. The holder of the Option shall not have any of the rights of a
shareholder with respect to the Shares covered by the Option as to any Shares of
Common Stock not actually issued and delivered to Optionee.
In the event that the Company at any time proposes to sell
substantially all of its assets, merge into, consolidate with or to enter into
any other reorganization in which the Company is not the surviving corporation,
or if the Company is the surviving corporation and the ownership of the
outstanding capital stock of the Company following the transaction changes by
80% or more as a result of such transaction (collectively, a "Transaction"),
then the Company shall cause written notice of the proposed transaction to be
given to the Optionee not less than thirty (30) days prior to the anticipated
effective date of the proposed transaction, and any portion of the Option which
is exercisable within one year after the effective date of the proposed
transaction shall be accelerated and, concurrent with such effective date,
Optionee shall have the
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right to exercise the Option in respect to any shares which, giving effect to
the partial acceleration effected hereby, are then subject to purchase pursuant
to this Paragraph 3.
4. Non-transferability.
The Option shall not be transferable otherwise than by will or
the laws of descent and distribution, and the Option may be exercised, during
the lifetime of the Optionee, only by Optionee. More particularly (but without
limiting the generality of the foregoing), the Option may not be assigned,
transferred (except as provided in Paragraph 6 hereof), pledged or hypothecated
in any way, shall not be assignable by operation of law and shall not be subject
to execution, attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Option contrary to the
provisions hereof, and the levy of any execution, attachment or similar process
upon the Option, shall be null and void and without effect.
5. Termination of Option.
Except as provided below in this Paragraph 5, this Option shall
terminate on the date Optionee ceases to be a Service Provider for the Company
(the "Termination Date").
(a) Termination Generally. In the event Optionee ceases to be a
Service Provider to the Company, voluntarily or involuntarily, for any
reason whatsoever except death or disability, this Option, to the extent
(and only to the extent) that it would have been exercisable by Optionee
on the Termination Date, may be exercised by Optionee within thirty (30)
days after the Termination Date, but in no event later than the
Expiration Date (as defined in Paragraph 8(a)(i) below).
(b) Death or Disability. In the event Optionee ceases to be a
Service Provider to the Company because of the death of Optionee or the
disability of Optionee within the meaning of Section 22(e)(3) of the
Code, this Option, to the extent (and only to the extent) that it would
have been exercisable by Optionee on the Termination Date, may be
exercised by Optionee (or Optionee's legal representative) within six
(6) months after the Termination Date, but in no event later than the
Expiration Date.
6. Other Terminations or Expirations.
In addition to any other event causing an expiration or
termination of this Option, this Option shall expire and all rights to purchase
Shares shall cease (to the extent not theretofore terminated or expired as
herein provided) upon the effective date of the dissolution or liquidation of
the Company or upon the completion of a Transaction; provided, however, that the
Company may, in its discretion, and
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immediately prior to any such Transaction, cause a new option to be substituted
for this Option or cause this Option to be assumed by an employer entity or a
parent or subsidiary of such entity; and such new option shall apply to all
shares issued in addition to or substitution, replacement or modification of the
shares theretofore covered by such option; provided that,
(1) the excess of the aggregate fair market value of the shares
subject to the option immediately after the substitution or assumption
over the aggregate option price of such shares shall not be more than
the excess of the aggregate fair market value of all shares subject to
the option immediately before such substitution or assumption over the
aggregate option price of such shares; and
(2) the new option or the assumption of the existing option shall
not give the Optionee additional benefits which he or she did not have
under the old option or prior to such assumption; and
(3) an appropriate adjustment of the original option price shall
be made among original shares subject to the option and any additional
shares or shares issued in substitution, replacement or modification
thereof.
7. Adjustments.
The number and class of shares subject to this Option, and the
purchase price per share (but not the total purchase price), and the minimum
number of shares as to which this Option may be exercised at any one time, shall
all be proportionately adjusted in the event of any change or increase or
decrease in the number of issued shares of Common Stock in the Company, without
receipt of consideration by the Company, which results from a split-up or
consolidation of shares, payment of a share dividend (in excess of two percent
(2%), a recapitalization, combination of shares or other like capital
adjustment, so that, upon exercise of this Option, the Optionee shall receive
the number and class of shares Optionee would have received had Optionee been
the holder of the number of shares of Common Stock in the Company for which this
Option is being exercised on the date of such change or increase or decrease in
the number of issued shares of Common Stock in the Company. Subject to any
required action by its shareholders, if the Company shall be a surviving entity
in any reorganization, merger or consolidation, this Option shall be
proportionately adjusted so as to apply to the securities to which the holder of
the number of shares of Common Stock in the Company subject to this Option would
have been entitled. Adjustments under this paragraph shall be made by the Board
of Directors whose determination with respect thereto shall be final and
conclusive. No fractional share shall be issued under this Option or upon any
such adjustment.
8. Company Options.
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(a) Reconveyance Upon Termination of Service.
(i) Reconveyance Option. Upon and after the Termination
Date, including termination resulting from the death or disability of the
Optionee, the Company shall have the option to repurchase all or any portion of
the Shares acquired at any time by Optionee hereunder (hereinafter referred to
as the "Reconveyance Option"), exercisable by written notice delivered to
Optionee, or his or her legal representative, as the case may be, within ninety
(90) days following the Termination Date; provided, however, that if such
Termination Date arises due to the death or disability of Optionee, the
Reconveyance Option shall be exercisable by written notice delivered within the
later of ninety (90) days of the Termination Date and thirty (30) days of the
date on which the Optionee exercises any option to which the Shares relate. The
Reconveyance Option shall remain in effect until the date (the "Expiration
Date") upon which the Company's Common Stock becomes publicly traded. The
Secretary of the Company shall hold any certificate representing shares
purchased hereunder in escrow until the Expiration Date and, in the event of the
exercise of the Reconveyance Option by the Company, shall cause such shares to
be transferred to the Company, on the date upon which the cash payment therefor
is mailed to Optionee.
(ii) Consideration for Reconveyance. The price per share
to be paid by the Company for the Optionee's Shares repurchased pursuant to the
Reconveyance Option shall be equal to the higher of the original purchase price
or Fair Market Value (as defined in this Paragraph 8) for the Optionee's Shares
on the date of termination of employment with the Company.
(iii) Procedure for Exercise of Reconveyance Option. The
Company shall have the right to exercise the Reconveyance Option by acquiring
not less than all of the Shares subject to the Reconveyance Option by delivery
to Optionee or any other person obligated to transfer the Shares written notice
of election to purchase the Shares within the exercise period set forth in
subparagraph (i) above. In the event that the Company does not elect to exercise
the Reconveyance Option as to all of the Shares within such period, the
Reconveyance Option shall expire as to all Shares.
(iv) Notification and Settlement. In the event that the
Company has elected to exercise the Reconveyance Option as to all of the Shares
within the period described above, Optionee or any other person obligated to
transfer the Shares shall deliver to the Company certificate(s) representing the
Shares to be acquired by the Company within ten (10) days following the date of
the notice from the Company. The Company shall deliver to Optionee against
delivery of the Shares, checks of the Company payable to Optionee or any other
person obligated to transfer the Shares or cancellation of indebtedness in the
aggregate amount of the purchase price to be paid as set forth in paragraph (ii)
above.
(v) Deposit of Shares. Optionee shall deposit with the
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Company certificates representing the Shares, together with a duly executed
stock assignment separate from certificate in blank, which shall be held by the
Secretary of the Company pending the Expiration Date. Optionee shall be entitled
to vote and to receive dividends and distributions on all such deposited Shares.
(vi) Fair Market Value. For purposes of this Paragraph 8,
"Fair Market Value" shall mean (a) if the Common Stock is then listed on an
established stock exchange or exchanges, the last reported sales price per share
prior to the date for which a value is to be established on the principal
exchange on which the Common Stock is traded, as reported in The Wall Street
Journal; or (b) if the Common Stock is not then listed on an exchange, the
average of the last reported closing bid and asked prices per share for the
Common Stock in the over-the-counter market, as quoted on NASDAQ prior to the
date for which a value is to be established; or (c) if the Common Stock is not
then listed on an exchange or listed on NASDAQ, a price per share, determined in
good faith by the Committee, based on the price at which securities of
reasonably comparable corporations (if any) in the same industry are being
traded, subject to appropriate adjustments for dissimilarities between the
corporations being compared, or, in the absence of any reliable indicator based
on subsection (a), subsection (b) or the foregoing part of subsection (c), the
earnings history, book value and prospects of the Company in light of market
conditions generally.
(b) Right of First Refusal.
(i) Grant. In the event the Optionee shall exercise the
Option or any portion thereof, the Company is hereby granted the right of first
refusal with respect to any proposed sale or other transfer of the Shares so
acquired (to be hereinafter called the "Purchased Shares") by the Optionee. For
purposes of this Paragraph 8(b), the term "transfer" shall include any
assignment, pledge, encumbrance or other disposition for value of the Purchased
Shares, but shall not include (A) a gratuitous transfer of the Purchased Shares
made to the Optionee's spouse, parents, siblings, or issue, or (B) a transfer of
title to the Purchased Shares pursuant to the Optionee's will or the laws of
intestate succession, in either case so long as such transferee or transferees
agree to be bound by the terms of this Paragraph 8(b).
(ii) Notice of Intended Disposition. In the event the
Optionee desires to accept a bona fide third-party offer to purchase any or all
of the Purchased Shares (the shares subject to such offer to be hereinafter
referred to as the "Target Shares"), the Optionee shall promptly (A) deliver to
the Secretary of the Company written notice of the offer and the basic terms and
conditions thereof, including the proposed purchase price, and (B) provide
satisfactory proof that the disposition of the Target Shares to the third-party
offeror would not be in contravention of the representations made by Optionee in
his or her Investment Letter to the Company, a form of which is attached hereto
as Exhibit B.
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(iii) Exercise of Right. The Company (or its assignees)
shall, for a period of forty-five (45) days following receipt of the notice of
intended disposition under Paragraph 8(b)(ii), have the right to repurchase all,
but not less than all, of the Target Shares specified in the notice of intended
disposition upon substantially the same terms and conditions specified in such
notice. Such right shall be exercisable by written notice given to the Optionee
prior to the expiration of the forty-five (45)-day exercise period. If such
right is exercised with respect to all the Target Shares specified in the notice
of intended disposition, the Company (or its assignees) shall effect the
repurchase of the Target Shares, including payment of the purchase price, not
more than five (5) business days thereafter, except as provided below; and at
such time the Optionee shall deliver to the Company the certificates
representing the Target Shares to be repurchased, each certificate to be
properly endorsed for transfer. The Target Shares so purchased shall thereupon
be cancelled and cease to be issued and outstanding shares of the Company's
Common Stock. However, (A) should the purchase price specified in the notice of
intended disposition be payable in property other than cash or evidences of
indebtedness, the Company (or its assignees) shall have the right to pay the
purchase price in the form of cash equal in amount to the value of such
property, and (B) if there is no purchase price for the intended disposition,
the Company (or its assignees) shall have the right to purchase any or all of
the Target Shares for a purchase price in the form of cash equal in amount to
the value of such Target Shares. If the Optionee and the Company (or its
assignees) cannot agree on such cash value within ten (10) days after the
Company's receipt of the notice of intended disposition, the valuation shall be
made by an appraiser of recognized standing selected by the Optionee and the
Company (or its assignees) or, if they cannot agree on an appraiser within
twenty (20) days after the Company's receipt of such notice, each shall select
an appraiser of recognized standing and the two appraisers shall designate a
third appraiser of recognized standing, whose appraisal shall be determinative
of such value. The closing shall then be held on the later of (A) the fifth
business day following the Company's (or its assignees') exercise of its
purchase rights hereunder or (B) the fifteenth (15th) day after such cash
valuation shall have been made.
(iv) Non-Exercise of Right. In the event written notice of
exercise of the Company's right of first refusal is not given to the Optionee
within forty-five (45) days following the date of the Company's receipt of the
notice of intended disposition under Paragraph 8(b)(ii), the Optionee shall, for
a period of ninety-five (95) days thereafter, have the right to sell or
otherwise dispose of the Target Shares upon terms and conditions (including the
purchase price) no more favorable to the third party purchaser than those
specified in the notice of intended disposition given to the Company; provided,
however, that any such sale or disposition must not be effected in contravention
of the representations made by the Optionee in Paragraph 10 of this Agreement.
The third party purchaser shall acquire the Target Shares free and clear of all
the terms and provisions of this Agreement (including the Company's first
refusal rights hereunder). In the event Owner does not sell or otherwise dispose
of the Target
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Shares within the specified ninety-five (95) day period, the
Company's right of first refusal shall continue to be applicable to any
subsequent disposition of the Target Shares by the Optionee until such right
lapses in accordance with Paragraph 8(b)(vii).
(v) Judicial Transfers. All proposed judicial transfers
and sales of the Shares by order of any court or referee in bankruptcy ("Order")
shall be subject to the terms and provisions of Paragraph 8(b) of this
Agreement. In the event a sale or transfer is proposed pursuant to an Order, all
of the terms of this Paragraph 8(b) shall apply, with the following
modification. Instead of a notice of intent to transfer being delivered to the
Company, a copy of the Order shall be delivered to the Company by the proposed
transferee, which shall state the name and address of the proposed transferee
and shall specify the number of the Shares to be sold and the consideration per
Share. For other purposes of this Paragraph 8(b), the receipt of the Order shall
be treated as the receipt of the notice of intended disposition as set forth in
Paragraph 8(b)(ii) above. All proposed transfers pursuant to an Order which do
not set forth the purchase price capable of valuation which would allow the
Company to exercise its rights of first refusal are expressly prohibited. Any
purported transfer in contravention of this Paragraph 8(b)(v) shall be null and
void and shall pass no title to the proposed transferee.
(vi) Partial Exercise of Right. In the event the Company
(or its assignees) makes a timely exercise of its first refusal rights hereunder
with respect to a portion, but not all, of the Target Shares specified in the
Optionee's notice of intended disposition, the Optionee shall have the option,
exercisable by written notice to the Company delivered within sixty (60) days
after the date of the initial notice of intended disposition, to effect the sale
of the Target Shares pursuant to one of the following alternatives:
(A) sale or other disposition of all the Target
Shares to a third-party purchaser in compliance with the requirements of
Paragraph 8(b)(iv), as if the Company did not exercise its first refusal
rights hereunder; or
(B) sale to the Company (or its assignees) of the
portion of the Target Shares which the Company (or its assignees) has
elected to purchase, such sale to be effected in substantial conformity
with the provisions of Paragraph 8(b)(iii), and, at the option of
Optionee, sale of the remaining portion of the Target Shares to a
third-party purchaser in compliance with Paragraph 8(b)(iv).
Failure of the Optionee to deliver timely notification to the
Company under this Paragraph 8(b)(vi) shall be deemed to be an election by the
Optionee to sell the Target Shares pursuant to alternative (B) above.
(vii) Lapse. The Company's right of first refusal under
this
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Paragraph 8(b) shall lapse and cease to have effect upon the Expiration Date.
(viii) Restrictive Legend. Until such time as the
Company's right of first refusal lapses and ceases to have effect pursuant to
the provisions of Paragraph 8(b)(vii), the stock certificate for the Purchased
Shares shall be endorsed with the following additional legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED, PLEDGED OR ENCUMBERED, EXCEPT IN CONFORMITY WITH THE TERMS OF AN
INCENTIVE OPTION AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE
SHARES (OR HIS OR HER PREDECESSOR IN INTEREST). SUCH AGREEMENT GRANTS CERTAIN
RIGHTS OF PURCHASE TO THE COMPANY (OR ITS ASSIGNS). A COPY OF SUCH AGREEMENT IS
ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.
(ix) Notwithstanding any other provision of this Paragraph
8(b), if the Company is an electing small business corporation under Subchapter
S of the Internal Revenue Code of 1986, as amended, at the time Optionee seeks
to transfer his or her Shares, no transfer shall be effective unless the
transferee covenants to comply with any rules and regulations of the Internal
Revenue Service then in effect relating to the Company's Subchapter S election
and to take no action which will jeopardize such election. Further, Optionee
agrees that he or she will not transfer or attempt to transfer any Shares to any
transferee whose ownership of the Shares could automatically invalidate the
Company's Subchapter S election. Such a sale or transfer shall be void and
ineffectual.
9. Notice.
All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered or mailed, by United States certified or registered mail, prepaid, to
the parties or their assignees at the addresses set forth opposite their
signatures below (or such other address as shall be given in writing by either
party to the other).
10. Method of Exercising Option.
Subject to the terms and conditions of this Option Agreement,
this Option may be exercised by written notice to the Company, at its principal
office in the State of California, which presently is located at ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall state the
election to exercise the Option and the number of shares in respect of which it
is being exercised and shall be signed by the person or persons so exercising
the Option. This Option may be exercised in whole or in part; provided, however,
that Optionee shall be required upon
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any such exercise to acquire at least the lesser of 4,000 Shares (subject to
adjustment as set forth in Paragraph 7 above) or the total number of Shares
covered by this Option which, at the time of such exercise, are then vested (as
set forth in Paragraph 3 above). Such exercise notice shall be accompanied by
payment in (i) cash, certified check, bank draft; (ii) with the prior written
consent and approval of the Company, by the execution and delivery of Optionee's
promissory note in the principal amount of the exercise price, with such term,
interest rate and other terms and provisions, including, without limitation,
requiring the Shares acquired upon exercise to be pledged to the Company to
secure payment of the note, as the Board of Directors may specify, equal to at
the time of exercise, in the aggregate, the full purchase price of such shares,
(iii) by cancellation of indebtedness of the Company to Optionee, (iv) by waiver
of compensation due or accrued to Optionee for services rendered, (v) with the
prior written consent of the Administrator, and provided that a public market
for the Company's stock exists, through a "same day sale" commitment from the
Optionee and a broker-dealer that is a member of the National Association of
Securities Dealers (an "NASD" Dealer) whereby the Optionee irrevocably elects to
exercise his or her Option and to sell a portion of the Shares so purchased to
pay for the exercise price and whereby the NASD Dealer irrevocably commits upon
receipt of such Shares to forward the exercise price directly to the Company,
(vi) with the prior written consent of the Administrator, and provided that a
public market for the Company's stock exists, through a "margin" commitment from
the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to
exercise this Option and to pledge the Shares so purchased to the NASD Dealer in
a margin account as security for a loan from the NASD Dealer in the amount of
the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt
of such Shares to forward the exercise price directly to the Company, or (vii)
any combination of (i), (ii), (iii), (iv), (v), or (vi), above, and the Company
shall deliver a certificate or certificates representing the Shares subject to
such exercise as soon as practicable after the notice shall be received. The
certificate or certificates for the shares as to which the Option shall have
been so exercised shall be registered in the name of the person or persons so
exercising the Option and shall be delivered as provided above to or upon the
written order of the person or persons exercising the Option. In the event the
Option shall be exercised by any person or persons other than the Optionee in
accordance with the terms hereof, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise the Option.
All shares that shall be purchased upon the exercise of the Option as provided
herein shall be fully paid and nonassessable. The holder of this Option shall
not be entitled to the privileges of share ownership as to any shares of Common
Stock not actually issued and delivered to Optionee. Until and unless the Plan
and the issuance of securities thereunder shall have been qualified by permit
under the Corporate Securities Act of 1968, as amended (the "California Act"),
and registered under the Securities Act of 1933, as amended (the "Securities
Act"), the Optionee hereby certifies that all shares of Common Stock in the
Company purchased or to be purchased by Optionee pursuant to the exercise of
this Option are being or are to be acquired by Optionee for investment and not
with a view to the distribution thereof,
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and, in addition, the person exercising the Option shall execute and deliver to
the Company with the notice provided for above an investment letter in the form
attached hereto as Exhibit B.
11. No Agreement to Employ.
Nothing in this Agreement shall be construed to constitute or be
evidence of any agreement or understanding, express or implied, on the part of
the Company to employ or retain Optionee for any specific period of time.
12. Market Standoff Agreement.
Optionee agrees in connection with any registration of the
Company's securities that, upon the request of the Company or the underwriters
managing any public offering of the Company's securities, Optionee will not sell
or otherwise dispose of any Shares without the prior written consent of the
Company or such underwriters, as the case may be, for a period of time beginning
20 days prior to the anticipated effective date of such registration and through
a date (not to exceed 180 days) after the effective date of such registration as
the Company or the underwriters may specify.
13. Stop-Transfer Notices.
Optionee understands and agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue
appropriate "stop-transfer" instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.
14. General.
The Company shall at all times during the term of the Option
reserve and keep available such number of shares of Common Stock as will be
sufficient to satisfy the requirements of this Option Agreement, shall pay all
original issue and transfer taxes with respect to the issue and transfer of
shares pursuant hereto and all other fees and expenses necessarily incurred by
the Company in connection therewith, and will from time to time use its best
efforts to comply with all laws and regulations, which, in the opinion of
counsel for the Company, shall be applicable thereto.
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IN WITNESS WHEREOF, the Company has caused this Incentive Option
Agreement to be duly executed by its officer thereunto duly authorized, and the
Optionee has hereunto set his or her hand, all as of the day and year first
above written.
COMPANY:
SUBSCRIBER COMPUTING, INC.
Address:
By:_________________________________________
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Its:________________________________________
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
OPTIONEE:
Address:
_________________________
_________________________
_________________________
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