Exhibit 10.5
FORM OF
WEB STREET, INC.
[INCENTIVE / NONQUALIFIED] STOCK OPTION AGREEMENT
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THIS [INCENTIVE / NONQUALIFIED] STOCK OPTION AGREEMENT (this "Agreement")
dated as of _____________ (the "Grant Date"), is between Web Street, Inc., a
Delaware corporation (the "Company"), and ___________ (the "Participant"),
relating to options granted under the Web Street, Inc. 1999 Stock Incentive Plan
(the "Plan"). Capitalized terms used in this Agreement without definition shall
have the meanings ascribed to such terms in the Plan.
1. Grant of Option, Option Price and Term.
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(a) The Company grants to the Participant [a Non-Qualified Stock Option /
an Incentive Stock Option] to purchase _______________ shares of Stock at a
price of $_______ per share subject to the provisions of the Plan and the terms
and conditions herein.
(b) The term of this Option shall be a period of [10/5] years from the
Grant Date (the "Option Period"). During the Option Period, the Option shall be
exercisable as of each of the dates set forth below, according to the percentage
set forth opposite such date:
Date Cumulative Percentage Exercisable
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Notwithstanding the foregoing, in the event the Participant incurs a
termination of employment for any reason whatsoever as an employee of the
Company or an Affiliate, the provisions of Section 4 of the Plan relating to
termination of employment shall apply.
(c) The Option granted hereunder is designated as [a nonqualified stock
option / an incentive stock option].
(d) The Company shall not be required to issue any fractional shares of
Stock.
2. Exercise.
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The Option shall be exercisable during the Participant's lifetime only by
the Participant (or his or her Representative), and after the Participant's
death only by a Representative. The Option may only be exercised by the
delivery to the Company of a properly completed written notice, in form
satisfactory to the Committee, which notice shall specify the number of Option
Shares to be purchased and the aggregate Option Price for such shares, together
with payment in full of such aggregate Option Price. Payment shall only be made
as specified in the Plan. If any
part of the payment of the Option Price is made in shares of Stock, such shares
shall be valued by using their Fair Market Value as of the date of exercise of
the Option.
The Option may not be exercised unless there has been compliance with all
the preceding provisions of this Section 2, and, for all purposes of this Stock
Option Agreement, the date of the exercise of the Option shall be the date upon
which there is compliance with all such requirements. The Committee may deny
any method of exercise permitted hereunder if such method would result in an
expense charge to the Company or prevent the Company's use of the pooling-of-
interests method of accounting.
3. Payment of Withholding Taxes.
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If the Company is obligated to withhold an amount on account of any tax
imposed as a result of the exercise of the Option, the Participant shall be
required to pay such amount to the Company, as provided in the Plan. The
Participant acknowledges and agrees that he or she is responsible for the tax
consequences associated with the grant of the Option and its exercise.
4. Changes in Company's Capital Structure.
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The existence of an Option will not affect in any way the right or
authority of the Company or its stockholders to make or authorize (a) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (b) any merger or consolidation of
the Company's capital structure or its business; (c) any merger or consolidation
of the Company; (d) any issue of bonds, debentures, preferred or prior
preference stock ahead of, or affecting, the Stock or the rights thereof; (e)
the dissolution or liquidation of the Company; (f) any sale or transfer of all
or any part of the Company's assets or business; or (g) any other corporate act
or proceeding, whether of a similar character or otherwise. In the event of a
Change in Control or other corporate restructuring provided for in the Plan, the
Participant shall have such rights, and the Committee shall take such actions,
as are provided for in the Plan.
5. Plan.
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The Option is granted pursuant to the Plan, and the Option and this
Agreement are in all respects governed by the Plan and subject to all of the
terms and provisions thereof, regardless whether such terms and provisions are
incorporated in this Agreement by reference or are expressly cited.
6. Employment Rights.
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No provision of this Stock Option Agreement or of the Option granted
hereunder shall give the Participant any right to continue in the employ of the
Company or any Affiliate, create any inference as to the length of employment of
the Participant, affect the right of the Company or any
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Affiliate to terminate the employment of the Participant, with or without Cause,
or give the Participant any right to participate in any employee welfare or
benefit plan or other program (other than the Plan) of the Company or any
Affiliate.
7. Governing Law.
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This Stock Option Agreement and the Option granted hereunder shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware (other than its laws respecting choice of law).
8. Waiver; Cumulative Rights.
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The failure or delay of either party to require performance by the other
party of any provision hereof shall not affect its right to require performance
of such provision unless and until such performance has been waived in writing.
Each and every right hereunder is cumulative and may be exercised in part or in
whole from time to time.
9. Notices.
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Any notice which either party hereto may be required or permitted to give
the other shall be in writing and may be delivered personally or by mail,
postage prepaid, addressed to the Secretary of the Company, at its then
corporate headquarters, and the Participant at the Participant's address as
shown on the Company's payroll records, or to such other address as the
Participant, by notice to the Company, may designate in writing from time to
time.
IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement to
be duly executed by an officer thereunto duly authorized, and the Participant
has hereunto set his hand, all as of the day and year first above written.
WEB STREET, INC. Participant:
By: ______________________________ ______________________________
Name: ______________________________
Title: ______________________________
On Behalf of the Compensation
Committee of the Board of Directors
of Web Street, Inc.
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