EXHIBIT 99.2
US DATAWORKS, INC.
INCENTIVE STOCK OPTION AGREEMENT
FOR
___________________ (OPTIONEE)
AGREEMENT
1. GRANT OF OPTION. US Dataworks, Inc. (the "Company"), hereby grants,
as of _________ (date), to ___________________ (the "Optionee") an option (the
"Option") to purchase up to _______ shares of the Company's Common Stock,
$0.0001 par value per share (the "Shares"), at an exercise price per share equal
to $_________. The Option shall be subject to the terms and conditions set forth
herein. The Option was issued pursuant to the Company's 2000 Stock Option Plan.
The Option is an Incentive Stock Option, and not a Nonstatutory Stock Option.
The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be
bound by all of the terms and conditions hereof and thereof and all applicable
laws and regulations.
2. DEFINITIONS. Unless otherwise provided herein, terms used herein
that are defined in the Plan and not defined herein shall have the meanings
attributed thereto in the Plan.
3. EXERCISE SCHEDULE. Except as otherwise provided in Sections 7 or 10
of this Agreement, or in the Plan, the Option is exercisable in installments as
provided below, which shall be cumulative. To the extent that the Option has
become exercisable with respect to a percentage of Shares as provided below, the
Option may thereafter be exercised by the Optionee, in whole or in part, at any
time or from time to time prior to the expiration of the Option as provided
herein. The following table indicates each date (the "Vesting Date") upon which
the Optionee shall be entitled to exercise the Option with respect to the
percentage of Shares granted as indicated beside the date, provided that the
Optionee has been continuously employed by the Company or a Subsidiary through
and on the applicable Vesting Date:
Number of Shares Vesting Date
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1,500 ________, 2001
1,500 ________, 2002
1,500 ________, 2002
5,500 ________, 2002
Except as otherwise specifically provided herein, there shall be no
proportionate or partial vesting in the periods prior to each Vesting Date, and
all vesting shall occur only on the appropriate Vesting Date. Upon an Optionee's
termination of employment with the Company and its Subsidiaries, any unvested
portion of the Option shall terminate and be null and void.
4. METHOD OF EXERCISE. The vested portion of this Option shall be
exercisable in whole or in part in accordance with the exercise schedule set
forth in Section 3 hereof by written notice which
shall state the election to exercise the Option, the number of Shares in respect
of which the Option is being exercised, and such other representations and
agreements as to the holder's investment intent with respect to such Shares as
may be required by the Company pursuant to the provisions of the Plan. Such
written notice shall be signed by the Optionee and shall be delivered in person
or by certified mail to the Secretary of the Company. The written notice shall
be accompanied by payment of the exercise price. This Option shall be deemed to
be exercised after both (a) receipt by the Company of such written notice
accompanied by the exercise price and (b) arrangements that are satisfactory to
the Committee in its sole discretion have been made for Optionee's payment to
the Company of the amount, if any, that is necessary to be withheld in
accordance with applicable Federal or state withholding requirements. No Shares
will be issued pursuant to the Option unless and until such issuance and such
exercise shall comply with all relevant provisions of applicable law, including
the requirements of any stock exchange upon which the Shares then may be traded.
5. METHOD OF PAYMENT. Payment of the exercise price shall be by any of
the following, or a combination thereof, at the election of the Optionee: (a)
cash; (b) check; (c) other Shares which (x) in the case of Shares acquired upon
exercise of an Option have been owned by the Optionee for more than six (6)
months on the date of surrender (or such other Shares as the Company determines
will not cause the Company to recognize for financial accounting purposes a
charge for compensation expense), and (y) have a Fair Market Value (as defined
in the Plan) on the date of surrender equal to the aggregate exercise price of
the Shares to which such Option shall be exercised; or (d) such other
consideration or in such other manner as may be determined by the Board or the
Committee in its absolute discretion.
6. NON-CASH EXERCISE. Grantee may at its option elect to pay the
purchase price either with cash as described above or by receiving that number
of shares of common stock (as determined below) that is equal to the value (as
determined below) of this Option, in which event the Company shall issue to the
Grantee the number of shares of common stock determined by using the following
formula:
X=Y(A-B)
------
A
where X = the number of shares of common stock (or Option Shares) to be issued
to Grantee: Y = the number of Option Shares subject to this Option; A = the Fair
Market Value of one (1) Option Share; B = the Exercise Price per Option share.
For the purpose of the above provision, "Fair Market
Value" mans the average of the daily closing prices for fifteen (15)
consecutive trading days commencing immediately before the date of such
computation.
7. TERMINATION OF OPTION.
(a) Any unexercised portion of the Option shall automatically and
without notice terminate and become null and void at the time of the earliest to
occur of:
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(i) three months after the date on which the Optionee ceases
to be an Employee for any reason other than by reason of (A) Cause,
which, solely for purposes of this Agreement, shall mean the
termination of the Optionee's employment by reason of the Optionee's
willful misconduct or gross negligence, (B) the Disability of the
Optionee as determined by a medical doctor satisfactory to the
Committee or the Board, or (C) the death of the Optionee;
(ii) immediately upon the date of the termination of the
Optionee's service as Employee with the Company and its Subsidiaries
for Cause;
(iii) twelve months after the date on which the Optionee's
service as Employee with the Company and its Subsidiaries is terminated
by reason of Disability as determined by a medical doctor satisfactory
to the Committee or the Board;
(iv) twelve months after the date of termination of the
Optionee's service as a Employee with the Company and its Subsidiaries
by reason of the death of the Optionee (or three months after the date
on which the Optionee shall die if such death shall occur during the
one year period specified in paragraph (iii) of this Section 5); or
(v) the tenth anniversary of the date as of which the Option
is granted.
(b) To the extent not previously exercised, (i) the Option shall
terminate immediately in the event of (1) the liquidation or dissolution of the
Company, or (2) any merger or asset sale (as described in Section 11(c) of the
Plan) in which the Company does not survive, unless the successor corporation,
or a parent or subsidiary of such successor corporation, assumes the Option or
substitutes an equivalent option or right pursuant to Section 11(c) of the Plan,
and (ii) the Committee or the Board in its sole discretion may by written notice
("cancellation notice") cancel, effective upon the consummation of any merger or
asset sale (as described in Section 11(c) of the Plan) in which the Company does
survive, the Option (or portion thereof) that remains unexercised on such date.
The Committee or the Board shall give written notice of any proposed transaction
referred to in this Section 6(b) a reasonable period of time as shall be
determined by the Administrator prior to the closing date for such transaction
(which notice may be given either before or after approval of such transaction),
in order that Optionee may have a reasonable period of time as shall be
determined by the Administrator within which to exercise the Option if and to
the extent that it then is exercisable (including any portion of the Option that
may become exercisable upon the closing date of such transaction). The Optionee
may condition his exercise of the Option upon the consummation of a transaction
referred to in this Section 6(b).
8. TRANSFERABILITY. The Option is not transferable otherwise than by
will or the laws of descent and distribution, and during the lifetime of the
Optionee the Option shall be exercisable only by the Optionee. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
9. NO RIGHTS OF STOCKHOLDERS. Neither the Optionee nor any personal
representative (or beneficiary) shall be, or shall have any of the rights and
privileges of, a stockholder of the Company with respect to any shares of Stock
purchasable or issuable upon the exercise of the Option, in whole or in part,
prior to the date of exercise of the Option.
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10. ACCELERATION OF EXERCISABILITY OF OPTION. This Option shall become
immediately and fully exercisable in the event that (a) the Option is terminated
pursuant to Section 6(b)(i) hereof, (b) the Committee or the Board exercises its
discretion to provide a cancellation notice with respect to the Option pursuant
to Section 6(b)(ii) hereof, or (c) there is a Change in Control.
11. NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Option nor this
Agreement shall confer upon the Optionee any right to continued employment or
service with the Company.
12. LAW GOVERNING. This Agreement shall be governed in accordance with
and governed by the internal laws of the State of Nevada.
13. INCENTIVE STOCK OPTION TREATMENT. The terms of this Option shall be
interpreted in a manner consistent with the intent of the Company and the
Optionee that the Option qualify as an Incentive Stock Option under Section 422
of the Code. If any provision of the Plan or the Agreement shall be
impermissible in order for the Option to qualify as an Incentive Stock Option,
then the Option shall be construed and enforced as if such provision had never
been included in the Plan or the Option.
14. INTERPRETATION / PROVISIONS OF PLAN CONTROL. This Agreement is
subject to all the terms, conditions and provisions of the Plan, including,
without limitation, the amendment provisions thereof, and to such rules,
regulations and interpretations relating to the Plan adopted by the Committee or
the Board as may be in effect from time to time. If and to the extent that this
Agreement conflicts or is inconsistent with the terms, conditions and provisions
of the Plan, the Plan shall control, and this Agreement shall be deemed to be
modified accordingly. The Optionee accepts the Option subject to all the terms
and provisions of the Plan and this Agreement. The undersigned Optionee hereby
accepts as binding, conclusive and final all decisions or interpretations of the
Committee or the Board upon any questions arising under the Plan and this
Agreement.
15. NOTICES. Any notice under this Agreement shall be in writing and
shall be deemed to have been duly given when delivered personally or when
deposited in the United States mail, registered, postage prepaid, and addressed,
in the case of the Company, to the Company's Secretary at US Dataworks, Inc.,
00000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx 00000, or if the Company should
move its principal office, to such principal office, and, in the case of the
Optionee, to the Optionee's last permanent address as shown on the Company's
records, subject to the right of either party to designate some other address at
any time hereafter in a notice satisfying the requirements of this Section.
16. TAX CONSEQUENCES. Set forth below is a brief summary as of the date
of this Option of some of the federal tax consequences of exercise of this
Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD
CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
(a) EXERCISE OF OPTION. There will be no regular federal income tax
liability upon the exercise of the Option, although the excess, if any, of the
fair market value of the Shares on the date of exercise over the exercise price
will be treated as an adjustment to the alternative minimum tax for federal tax
purposes and may subject the Optionee to the alternative minimum tax in the year
of exercise.
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(b) DISPOSITION OF SHARES. If Shares transferred pursuant to the Option
are held for at least one year after exercise and are disposed of at least two
years after the date of grant, any gain realized on disposition of the Shares
will also be treated as long-term capital gain for federal income tax purposes.
If Shares purchased under an Option are disposed of within such one-year period
or within two years after the Date of Grant, any gain realized on such
disposition will be treated as compensation income (taxable at ordinary income
rates) to the extent of the difference between the exercise price and the lesser
of (1) the fair market value of the Shares on the date of exercise, or (2) the
sale price of the Shares.
(c) NOTICE OF DISQUALIFYING DISPOSITION OF OPTION SHARES. If Optionee
sells or otherwise disposes of any of the Shares acquired pursuant to the Option
on or before the later of (1) the date two years after the date of grant, (2)
the date one year after the date of exercise, the Optionee shall immediately
notify the Company in writing of such disposition. Optionee agrees that Optionee
may be subject to the income tax withholding by the Company on the compensation
income recognized by the Optionee from the early disposition by payment in cash
or out of the current earnings paid to the Optionee.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the ___________ day of ________________, 2002.
COMPANY:
US DATAWORKS, INC.
By:
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Xxxxx Xxxxx
Chief Executive Officer
Optionee acknowledges receipt of a copy of the Plan and represents that
he or she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions thereof. Optionee has
reviewed the Plan and this Option in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Option, and fully
understands all provisions of the Option.
Dated: ____________________ OPTIONEE:
By:
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(signature)
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(print name)
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