Exhibit 99.3
ROCKPORT TRADE SYSTEMS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
AGREEMENT entered into as of the _____ day of __________, 1996 by
and between ROCKPORT TRADE SYSTEMS, INC., a Massachusetts corporation (the
"Company") and the undersigned employee of the Company (the "Employee").
RECITALS
1. The Company desires to afford the Employee an opportunity to
purchase shares of its common stock ($.01 par value) ("Shares") to carry out the
purposes of the Rockport Trade Systems , Inc.
Stock Option Plan (the "Plan").
2. Section 5 of the Plan provides that each option is to be evidenced
by an option agreement, setting forth the terms and conditions of the option.
ACCORDINGLY, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Employee hereby
agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to the
Employee an option (the "Option") to purchase all or any part of an aggregate
of ____________ ( ) Shares on the terms and conditions hereinafter set
forth.
2. PURCHASE PRICE. The purchase price ("Purchase Price") for the Shares
covered by the Option shall be _________ Dollars ($ ) per Share.
3. TIME AND MANNER OF EXERCISE OF OPTION.
(a) The Option shall not be exercisable until __________,
but shall be exercisable in full thereafter until terminated. (b) To the
extent that the right to exercise the Option has accrued and is in effect,
the Option may be exercised in full at one time or in part from time to time,
by giving written notice, signed by the person or persons exercising the
Option, to the Company, stating the number of Shares with respect to which
the Option is being exercised, accompanied by payment in full of the Price
for such Shares in cash. There shall be no exercise at any one time as to
fewer than Ten (10)
Shares or all of the remaining Shares then purchasable by the person or
persons exercising the Option, if fewer than Ten (10) Shares. Upon such
exercise, delivery of a certificate for paid-up, non-assessable Shares shall
be made at the principal office of the Company to the person or persons
exercising the Option at such time, during ordinary business hours, after
fifteen (15) days but not more than thirty (30) days from the date of receipt
of the notice by the Company, as shall be designated in such notice, or at
such time, place and manner as may be agreed upon by the Company and the
person or persons exercising the Option.
(c) The Company shall at all times during the term of the
Option reserve and keep available such number of shares of its common stock as
will be sufficient to satisfy the requirements of the Option, 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. The holder of this Option shall not have
any of the rights of a stockholder of the Company in respect of the Shares until
one or more certificates for such Shares shall be delivered to him upon the due
exercise of the Option.
4. TERM OF OPTION.
(a) The Option shall terminate ten (10) years from the date
hereof, but shall be subject to earlier termination as hereinafter provided.
(b) The Option shall terminate on the date on which the
Employee ceases to be a regular salaried employee of the Company ("Termination
Date"), unless termination of employment was because the Employee has died or
become disabled (within the meaning of Section 105(d)(4) of the Internal Revenue
Code of 1954, as amended), in either of which cases the following provisions, as
applicable, shall apply.
(c) In the case of disability, the Option may be exercised, to
the extent exercisable on the Termination Date, at any time within twelve (12)
months after such date, but in any event prior to the expiration of ten (10)
years from the date hereof.
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(d) In the event of the death of the Employee, the Option may
be exercised to the extent the Employee was entitled to do so on the date of his
death under the provisions of paragraph 3(a), above, by the estate of the
Employee or by any person or persons who acquire the right to exercise the
Option by bequest or inheritance or otherwise by reason of the death of the
Employee. In such circumstances, the Option may be exercised at any time within
twelve (12) months after the date of death of the Employee, but in any event
prior to the expiration of ten (10) years from the date hereof.
5. NON-TRANSFERABILITY. The right of the Employee to exercise the
Option shall not be assignable or transferable by the Employee otherwise than by
will or the laws of descent and distribution, and the Option may be exercised
during the lifetime of the Employee only by him. The Option shall be null and
void and without effect upon the bankruptcy of the Employee or upon any
attempted assignment or transfer, except as hereinabove provided, including
without limitation, any purported assignment, whether voluntary or by operation
of law, pledge, hypothecation or other disposition contrary to the provisions
hereof, or levy of execution, attachment, trustee process or similar process,
whether legal or equitable, upon the Option.
6. RESTRICTIONS ON ISSUE OF SHARES.
(a) Notwithstanding the provisions of paragraph 3 hereof, the
Company may delay the issuance of Shares covered by the exercise of the Option
and the delivery of a certificate for such Shares until one of the following
conditions shall be satisfied:
(i) The Shares with respect to which such option
has been exercised are at the time of the
issue of such shares effectively registered
under applicable federal and state
securities acts now in force or hereafter
amended; or
(ii) Counsel for the Company shall have given an
opinion, which opinion shall not be
unreasonably conditioned or withheld, that
such Shares are exempt from registration
under applicable federal and state
securities acts, as now in force or
hereafter amended.
(b) In the event that for any reason the Shares to be issued
upon exercise of the Option shall not be effectively registered under the
Securities Act of 1933 (the "1933 Act"), upon any date on which the Option is
exercised in whole or in part, the Company shall be under no further
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obligation to issue Shares covered by the Option, unless the person
exercising the Option shall give a written representation to the Company,
substantially in the form attached hereto as EXHIBIT 1, that such person is
acquiring the Shares issued to him pursuant to such exercise of the Option
for investment and not with a view to, or for sale in connection with, the
distribution of any such Shares, and that he will make no transfer of the
same except in compliance with the 1933 Act and the rules and regulations
promulgated thereunder and then in force, and in such event, the Company may
place an "investment legend", so-called, upon any certificate for the Shares
issued by reason of such exercise.
7. RESTRICTIONS ON TRANSFER. In addition to complying with the
requirements of Section 6, the Company may delay the issuance of Shares covered
by the exercise of Option and the delivery of a Certificate for such Shares
until the person exercising the Option agrees in writing to become a party to
the Agreement Among Stockholders dated as of July 1, 1993, entered into among
the Company and its then shareholders.
8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event that the
outstanding shares of the common stock of the Company are changed into or
exchanged for a different number or kind of shares or other securities of the
Company or of another corporation by reason of any reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up, combination
of shares or dividend payable in capital stock, appropriate adjustment shall be
made in the number and kind of shares as to which the Option, or any part
thereof then unexercised, shall be exercisable and with a corresponding
adjustment in the Option price per share.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and its corporate seal to be hereto affixed by its President thereunto
duly authorized, and the Employee has here unto set his hand and seal, all as of
the day and year first above written.
ROCKPORT TRADE SYSTEMS, INC.
By:
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Xxxxx Xxxxx, President
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EMPLOYEE
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Name
-------------------------
Address
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Social Security Number
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EXHIBIT 1
TO NON-QUALIFIED STOCK OPTION AGREEMENT
[DATE]
ROCKPORT TRADE SYSTEMS, INC.
00 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Gentlemen:
In connection with the exercise by me as to shares of the stock option
granted to me under date of , 1996, I hereby acknowledge that I have been
informed as follows:
1. The shares of common stock of the Company to be issued to me pursuant
to the exercise of said option have not been registered under the Securities Act
of 1933, as amended (the "Act"), and accordingly, must be held indefinitely
unless such shares are subsequently registered under the Act, or an exemption
from such registration is available.
2. Routine sales of securities made in reliance upon Rule 144 under the
Act can be made only after the holding period and in limited amounts in
accordance with the terms and conditions provided by that Rule, and in any sale
to which that Rule is not applicable, registration or compliance with some other
exemption under the Act will be required.
3. The Company is under no obligation to me to register the shares or to
comply with any such exemptions under the Act.
4. The availability of Rule 144 is dependent upon adequate current public
information with respect to the Company being available and, at the time that I
may desire to make a sale pursuant to the Rule, the Company may neither wish nor
be able to comply with such requirement.
In consideration of the issuance of certificates for the shares to me, I
hereby represent and warrant that I am acquiring such shares for my own account
for investment, and that I will not
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sell, pledge or transfer such shares in the absence of an effective
registration statement covering the same, except as permitted by the
provisions of Rule 144, if applicable, or some other applicable exemption
under the Act. In view of this representation and warranty, I agree that
there may be affixed to the certificates for the shares to be issued to me,
and to all certificates issued hereafter representing such shares (until in
the opinion of counsel, which opinion must be reasonably satisfactory in form
and substance to counsel for the Company, it is no longer necessary or
required) a legend as follows:
"The shares of common stock represented by this certificate
have not been registered under the Federal
Securities Act of 1933, as amended, and
were acquired by the registered holder,
pursuant to a representation and warranty
that such holder was acquiring such shares for
his own account and for investment, with no
intention to transfer or dispose of
the same, in violation of the registration
requirements of that Act. These shares may
not be sold, pledged, or transferred, in the
absence of an effective registration
statement under the Securities Act of 1933, as
amended, or an opinion of counsel, which
opinion is reasonably satisfactory to counsel
to the Company, to the effect that registration
is not required under said Act."
I further agree that the Company may place a stop order with its Transfer
Agent, prohibiting the transfer of such shares so long as the legend remains on
the certificates representing the shares.
Very truly yours,
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