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EXHIBIT 10.3
TOWNE SERVICES, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement"), entered into as of this
____ day of _____________, _____, by and between Towne Services, Inc., a Georgia
corporation (the "Company"), and __________________ (the "Optionee").
WHEREAS, the Board of Directors of the Company agreed as of
______________, _____, to grant the Optionee a stock option to purchase the
number of shares of the Company's Common Stock as set forth below;
WHEREAS, the Company and the Optionee desire to enter into a written
agreement with respect to such option.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows.
1. Grant of Option. Subject to the terms, restrictions,
limitations, and conditions stated herein, the Company hereby evidences its
grant to the Optionee of the right and option (the "Option") to purchase all or
any part of the number of shares of the Company's Common Stock, no par value
(the "Stock"), set forth on Schedule A attached hereto and incorporated herein
by reference. The Option shall be exercisable in the amounts and at the time
specified on Schedule A. The Option shall expire and shall not be exercisable on
the date specified on Schedule A or on such earlier date as determined pursuant
to Section 9 hereof.
2. Purchase Price. The price per share to be paid by the Optionee
for the shares subject to this Option (the "Exercise Price") shall be as
specified on Schedule A.
3. Exercise Terms. The Optionee must exercise the Option for at
least the lesser of 100 shares or the number of shares of Purchasable Stock as
to which the Option remains unexercised. If this Option is not exercised with
respect to all or any part of the shares subject to this Option prior to its
expiration, the shares with respect to which this Option was not exercised shall
no longer be subject to this Option.
4. Restrictions on Transferability. No Option shall be
transferable by an Optionee other than by will or the laws of descent and
distribution or pursuant to a Qualified Domestic Relations Order. During the
lifetime of an Optionee, Options shall be exercisable only by such Optionee (or
by such Optionee's guardian or legal representative, should one be appointed).
5. Notice of Exercise of Option. This Option may be exercised by
the Optionee, or by the Optionee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the Notice of
Exercise attached hereto as Schedule B) signed by the Optionee, or by such
administrators, executors or personal representatives, and delivered or mailed
to the Company as specified in Section 14 hereof to the attention of the
President or such other officer as the Company may designate. Any such notice
shall (a) specify the number of shares of Stock which the Optionee or the
Optionee's administrators, executors or personal representatives, as the case
may be, then elects to purchase hereunder, (b) contain such information as may
be reasonably required by the Company, and (c) be accompanied by (i) a certified
or cashier's check payable to the Company in payment of the total Exercise Price
applicable to such shares as provided herein, (ii) shares of Stock owned by the
Optionee and duly endorsed or accompanied by stock transfer powers having a Fair
Market Value (as determined
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by the Board of Directors) equal to the total Exercise Price applicable to such
shares purchased hereunder, or (iii) a certified or cashier's check accompanied
by the number of shares of Stock whose Fair Market Value when added to the
amount of the check equals the total Exercise Price applicable to such shares
purchased hereunder. Upon receipt of any such notice and accompanying payment,
and subject to the terms hereof, the Company agrees to issue to the Optionee or
the Optionee's administrators, executors or personal representatives, as the
case may be, stock certificates for the number of shares specified in such
notice registered in the name of the person exercising this Option.
6. Adjustment in Option. The number of Shares subject to this
Option, the Exercise Price and other matters are subject to adjustment during
the term of this Option as appropriate for stock splits, stock dividends, and
similar events.
7. Termination of Employment.
(a) Except as may otherwise be specified in Schedule A
hereto, in the event of the termination of the Optionee's employment with the
Company or any of its Subsidiaries, the Optionee may exercise this Option at any
time within 30 days after such termination to the extent of the number of shares
which were Purchasable hereunder at the date of such termination.
(b) Unless and to the extent otherwise provided in
Schedule A hereto, in the event of the retirement of the Optionee at the normal
retirement date as prescribed from time to time by the Company or any
Subsidiary, the Optionee shall continue to have the right to exercise any
Options for shares which were Purchasable at the date of the Optionee's
retirement. This Option does not confer upon the Optionee any right with respect
to continuance of employment by the Company or by any of its Subsidiaries. This
Option shall not be affected by any change of employment so long as the Optionee
continues to be an employee of the Company or one of its Subsidiaries.
8. Disabled Optionee. In the event of termination of employment
because of the Optionee's becoming a Disabled Optionee, the Optionee (or his or
her personal representative) may exercise this Option at any time within three
months after such termination to the extent of the number of shares which were
Purchasable hereunder at the date of such termination.
9. Death of Optionee. Except as otherwise may be set forth in
Schedule A with respect to the rights of the Optionee upon termination of
employment under Section 8(a) above, hereof, in the event of the Optionee's
death while employed by the Company or any of its Subsidiaries or within three
months after a termination of such employment, the appropriate persons described
in Section 6 hereof or persons to whom all or a portion of this Option is
transferred in accordance with Section 5 hereof may exercise this Option at any
time within a period ending on the earlier of (a) the last day of the three
month period following the Optionee's death or (b) the expiration date of this
Option. If the Optionee was an employee of the Company at the time of death,
this Option may be so exercised to the extent of the number of shares that were
Purchasable hereunder at the date of death. If the Optionee's employment
terminated prior to his or her death, this Option may be exercised only to the
extent of the number of shares covered by this Option which were Purchasable
hereunder at the date of such termination.
9. Date of Grant. This Option was granted by the Board of
Directors of the Company on the date set forth in Schedule A (the "Date of
Grant").
10. Compliance with Regulatory Matters. The Optionee acknowledges
that the issuance of capital stock of the Company is subject to limitations
imposed by federal and state law and the Optionee hereby agrees that the Company
shall not be obligated to issue any shares of Stock upon exercise of this
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Option that would cause the Company to violate law or any rule, regulation,
order or consent decree of any regulatory authority (including without
limitation the Securities and Exchange Commission) having jurisdiction over the
affairs of the Company. The Optionee agrees that he or she will provide the
Company with such information as is reasonably requested by the Company or its
counsel to determine whether the issuance of Stock complies with the provisions
described by this Section.
11. Restriction on Disposition of Shares. The shares purchased
pursuant to the exercise of an Incentive Stock Option shall not be transferred
by the Optionee except pursuant to the Optionee's will or the laws of descent
and distribution until such date which is the later of two years after the grant
of such Incentive Stock Option or one year after the transfer of the shares to
the Optionee pursuant to the exercise of such Incentive Stock Option.
12. Miscellaneous.
(a) This Agreement shall be binding upon the parties
hereto and their representatives, successors and assigns.
(b) This Agreement is executed and delivered in, and
shall be governed by the laws of, the State of Georgia.
(c) Any requests or notices to be given hereunder shall
be deemed given, and any elections or exercises to be made or accomplished shall
be deemed made or accomplished, upon actual delivery thereof to the designated
recipient, or three days after deposit thereof in the United States mail,
registered, return receipt requested and postage prepaid, addressed, if to the
Optionee, at the address set forth below and, if to the Company, to the
executive offices of the Company.
(d) This Agreement may not be modified except in writing
executed by each of the parties hereto.
(e) THE OPTIONEE ACKNOWLEDGES THAT THIS OPTION AND ALL
SHARES OF STOCK ACQUIRED PURSUANT TO THE EXERCISE OF THIS OPTION ARE DEEMED TO
BE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED PURSUANT TO THE
SECURITIES ACT OF 1933 AND, THEREFORE, RESALE OF SUCH SHARES MUST BE MADE
PURSUANT TO THE REGISTRATION PROVISIONS OF SUCH ACT OR AN EXEMPTION THEREFROM.
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IN WITNESS WHEREOF, the Board of Directors of the Company has caused
this Stock Option Agreement to be executed on behalf of the Company and the
Company's seal to be affixed hereto and attested by the Secretary or an
Assistant Secretary of the Company, and the Optionee has executed this Stock
Option Agreement under seal, all as of the day and year first above written.
COMPANY:
TOWNE SERVICES, INC.
Attest:
By:
------------------------------- ------------------------------------
Secretary
Name:
[SEAL] ----------------------------
Title:
---------------------------
OPTIONEE:
---------------------------------------
Name:
---------------------------
Address:
-------------------------
-------------------------
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SCHEDULE A
TO
STOCK OPTION AGREEMENT
BETWEEN
TOWNE SERVICES, INC.
AND
_________________________
Dated ___________________
1. Number of Shares Subject to Option: ___________ shares of the Company's
Common Stock
2. This Option (Check one) [ ] is [x] is not an Incentive Stock Option.
3. Option Exercise Price: $_______ per share.
4. Date of Grant:
5. Option Vesting Schedule:
Check one:
( ) Options are exercisable with respect to all shares on
or after the date hereof
( ) Options are exercisable with respect to the number
of shares indicated below on or after the date
indicated next to the number of shares:
6. Option Exercise Period:
Options expire and are void unless exercised on or before
_________________.
X-0
0
XXXXXXXX X
TO
STOCK OPTION AGREEMENT
BETWEEN
TOWNE SERVICES, INC.
AND
________________________
Dated ____________________
NOTICE OF EXERCISE
The undersigned hereby notifies Towne Services, Inc. (the
"Company") of this election to exercise the undersigned's stock option to
purchase ______ shares of the Company's Common Stock, no par value (the "Common
Stock"), pursuant to the Stock Option Agreement (the "Agreement") between the
undersigned and the Company dated ________________. Accompanying this Notice is
(1) a certified or a cashier's check in the amount of $________________ payable
to the Company, and/or (2) _______________ shares of the Company's Common Stock
presently owned by the undersigned and duly endorsed or accompanied by stock
transfer powers, having an aggregate Fair Market Value as of the date hereof of
$__________________, such amounts being equal, in the aggregate, to the purchase
price per share set forth in Section 3 of the Agreement multiplied by the number
of shares being purchased hereby (in each instance subject to appropriate
adjustment pursuant to Section 7 of the Agreement).
IN WITNESS WHEREOF, the undersigned has set his hand and seal,
this ___th day of ___________, ____.
OPTIONEE [OR OPTIONEE'S
ADMINISTRATOR,
EXECUTOR OR PERSONAL
REPRESENTATIVE]
--------------------------------------------
Name:
Position (if other than Optionee):
