EXHIBIT 10.2
STOCK OPTION AGREEMENT
This Stock Option Agreement (this "Agreement") is made as of ____________
by and between Spectrum Sciences & Software Holdings Corp. (the "Corporation")
and _____________ (the "Optionee").
RECITALS
A. Optionee is a(n) ____________ of the Corporation. In consideration
of Optionee's serving as such, the Corporation's board of directors has agreed
to grant stock options to the Optionee to purchase shares of the Corporation's
common stock (the "Shares"). The stock options granted herein are not
"incentive stock options" under Section 422 of the Internal Revenue Code of
1986, as amended.
NOW THEREFORE, specifically incorporating these recitals herein, it is agreed as
follows:
AGREEMENT
SECTION 1
GRANT OF OPTIONS
1.1 NUMBER OF SHARES. Subject to the terms and conditions of this
Agreement, the Corporation grants to Optionee, Options to purchase from the
Corporation ___________ (_________) shares (the "Option Shares").
1.2 EXERCISE PRICE. Each Option Share is exercisable, upon vesting, at the
lesser price of $_____ or the fair market value of the shares at the time of
exercise (the "Option Price").
1.3 TERM.
(a) The Expiration Date for all Options issued hereunder shall be
______________.
(b) The Corporation and the Optionee agree that the Expiration Date for
all Options issued pursuant to any stock option agreement previously
executed by the Corporation and the Optionee in connection with the
Amended and Restated Number 1 2004 Non-Statutory Stock Option Plan or
the 2004 Non-Statutory Stock Option Plan shall be the date that is the
three (3) year anniversary of the date of such stock option agreement
and that such stock option agreement shall be deemed amended to the
extent provided for in this subsection 1.3(b).
1.4 VESTING. The Options granted herein shall vest as follows (i)
__________ of the Option Shares granted herein vest immediately, and (ii)
_________ of the Option Shares granted herein shall vest on _____________.
1.5 CONDITIONS OF OPTION. The Options may be exercised immediately upon
vesting, subject to the terms and conditions as set forth in this Agreement.
SECTION 2
EXERCISE OF OPTION
2.1 DATE EXERCISABLE. The Options shall become exercisable by Optionee in
accordance with Section 1.4 above.
2.2 MANNER OF EXERCISE OF OPTIONS AND PAYMENT FOR COMMON STOCK. The Options
may be exercised by the Optionee, in whole or in part, by giving written notice
to the Secretary of the Corporation, setting forth the number of Shares with
respect to which Options are being exercised. The purchase price of the Option
Shares upon exercise of the Options by the Optionee shall be paid in full in
cash, or as otherwise permitted by the Company's stock option plan.
2.3 STOCK CERTIFICATES. Promptly after any exercise in whole or in part of
the Options by Optionee, the Corporation shall deliver to Optionee a certificate
or certificates for the number of Shares with respect to which the Options were
so exercised, registered in Optionee's name.
SECTION 3
NONTRANSFERABILITY
3.1 RESTRICTION. The Options are not transferable by Optionee.
SECTION 4
NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE
4.1 Optionee shall not be deemed for any purpose to be a shareholder of
Corporation with respect to any shares subject to the Options under this
Agreement to which the Options shall not have been exercised.
SECTION 5
ADJUSTMENTS
5.1 NO EFFECT ON CHANGES IN CORPORATION'S CAPITAL STRUCTURE. The existence
of the Options shall not affect in any way the right or power of the Corporation
or its shareholders to make or authorize any adjustments, recapitalization,
reorganization, or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any issue of
bonds, debentures, preferred or preference stocks ahead of or affecting the
Option Shares, or the dissolution or liquidation of the Corporation, or any sale
or transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
5.2 ADJUSTMENT TO OPTION SHARES. The Option Shares are subject to
adjustment upon recapitalization, reclassification, consolidation, merger,
reorganization, stock dividend, reverse or forward stock split and the like. If
the Corporation shall be reorganized, consolidated or merged with another
corporation, Optionee shall be entitled to receive upon the exercise of the
Option the same number and kind of shares of stock or the same amount of
property, cash or securities as Optionee would have been entitled to receive
upon the happening of any such corporate event as if Optionee had been,
immediately prior to such event, the holder of the number of Shares covered by
the Option.
SECTION 6
TERMINATION OF EMPLOYMENT OR DEATH
6.1 The terms and conditions of paragraph 9 of the Company's Amended and
Restated Number 2 2004 Non-Statutory Stock Option Plan, adopted on November 15,
2004, is incorporated herein by references, and shall govern the rights and
privileges of the Optionee with respect to the issues addressed therein.
6.2 The parties hereto agree that the terms and conditions of this Section 6
shall amend and replace the terms and conditions of any stock option agreements
previously executed by the Corporation and the Optionee pursuant to the Amended
and Restated Number 1 2004 Non-Statutory Stock Option Plan or the 2004
Non-Statutory Stock Option Plan to the extent inconsistent herewith.
SECTION 7
MISCELLANEOUS PROVISIONS
7.1 DISPUTES. Any dispute or disagreement that may arise under or as a
result of this Agreement, or any question as to the interpretation of this
Agreement, may be determined by the Corporation's board of directors in its
absolute and uncontrolled discretion, and any such determination shall be final,
binding, and conclusive on all affected persons.
7.2 NOTICES. Any notice that a party may be required or permitted to give
to the other shall be in writing, and may be delivered personally, by overnight
courier or by certified or registered mail, postage prepaid, addressed to the
parties at their current principal addresses, or such other address as either
party, by notice to the other, may designate in writing from time to time.
7.3 LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
7.4 TITLES AND CAPTIONS. All section titles or captions contained in this
Agreement are for convenience only and shall not be deemed part of the context
nor effect the interpretation of this Agreement.
7.5 ENTIRE AGREEMENT. This Agreement contains the entire understanding
between the parties and supersedes any prior understandings and agreements
between them respecting the subject matter of this Agreement.
7.6 AGREEMENT BINDING. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
7.7 PRONOUNS AND PLURALS. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular, or plural as the
identity of the person or persons may require.
7.8 FURTHER ACTION. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.
7.9 PARTIES IN INTEREST. Nothing herein shall be construed to be to the
benefit of any third party, nor is it intended that any provision shall be for
the benefit of any third party.
7.10 SAVINGS CLAUSE. If any provision of this Agreement, or the application
of such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than those as to which it is held invalid, shall not be
affected thereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
SPECTRUM SCIENCES &
SOFTWARE HOLDINGS CORP.
By:
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Name:
Title:
The undersigned Optionee hereby acknowledges receipt of an executed original of
this Agreement, accepts the Options granted thereunder, and agrees to the terms
and conditions thereof.
OPTIONEE
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SPECTRUM SCIENCES AND SOFTWARE HOLDINGS CORP.
NOTICE OF EXERCISE OF STOCK OPTION
The undersigned hereby exercises the Stock Options granted by Spectrum Sciences
& Software Holdings Corp. and seeks to purchase ____________________ shares of
Common Stock of the Corporation pursuant to said Options. The undersigned
understands that this exercise is subject to all the terms and provisions of the
Stock Option Agreement dated as of ________________.
(Check Applicable Box)
Enclosed is a check in the sum of US $_____________________ as payment for
such shares.
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Signature of Optionee
Date:
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