EXHIBIT 10.3
CORILLIAN CORPORATION
2003 NONQUALIFIED STOCK INCENTIVE COMPENSATION PLAN
NONQUALIFIED STOCK OPTION LETTER AGREEMENT
TO: ____________________
We are pleased to inform you that you have been selected by the Company
to receive a stock option (the "Option") to purchase shares (the "Option
Shares") of the Company's Common Stock under the Company's 2003 Nonqualified
Stock Incentive Compensation Plan (the "Plan").
The terms of the Option are as set forth in this Agreement and in the
Plan, a copy of which is attached. The Plan is incorporated by reference into
this Agreement, which means that this Agreement is limited by and subject to the
express terms and provisions of the Plan. Capitalized terms that are not defined
in this Agreement have the meanings given to them in the Plan.
The most important terms of the Option are summarized as follows:
GRANT DATE: __________ [DATE OF BOARD APPROVAL OF XXXXX]
NUMBER OF SHARES: __________
EXERCISE PRICE: $________ per share
EXPIRATION DATE: __________
VESTING BASE DATE: __________ [TYPICALLY GRANT DATE OR DATE OF HIRE]
TYPE OF OPTION: Nonqualified Stock Option ("NSO")
VESTING AND EXERCISABILITY: The Option will vest and become exercisable
according to the following schedule:
PORTION OF TOTAL OPTION
PERIOD OF CONTINUOUS SERVICE WHICH IS
FROM VESTING BASE DATE VESTED AND EXERCISABLE
One year from Vesting Base Date 1/4th
Each three-month period completed thereafter An additional 1/16th
Four years from Vesting Base Date 100%
CORPORATE TRANSACTIONS: For purposes of this section, the following
terms shall be defined as follows:
"GOOD REASON" means the occurrence of any of the following
events or conditions and the failure of the Successor Corporation to cure such
event or condition within 30 days after receipt of written notice from the
Participant:
(a) a change in the Participant's status, title, position
or responsibilities (including reporting responsibilities) that, in the
Participant's reasonable judgment, represents a substantial reduction in the
status, title, position or responsibilities as in effect immediately prior
thereto; the assignment to the Participant of any duties or responsibilities
that, in the Participant's reasonable judgment, are materially inconsistent with
such status, title, position or responsibilities; or any removal of the
Participant from or failure to reappoint or reelect the Participant to any of
such positions, except in connection with the termination of the Participant's
employment for Cause, for Disability or as a result of his or her death, or by
the Participant other than for Good Reason;
(b) a reduction in the Participant's annual base salary;
(c) the Successor Corporation's requiring the Participant
(without the Participant's consent) to be based at any place outside a 35-mile
radius of his or her place of employment prior to a Corporate Transaction,
except for reasonably required travel on the Successor Corporation's business
that is not materially greater than such travel requirements prior to the
Corporate Transaction;
(d) the Successor Corporation's failure to (i) continue
in effect any material compensation or benefit plan (or the substantial
equivalent thereof) in which the Participant was participating at the time of a
Corporate Transaction, including, but not limited to, the Plan, or (ii) provide
the Participant with compensation and benefits substantially equivalent (in
terms of benefit levels and/or reward opportunities) to those provided for under
each material employee benefit plan, program and practice as in effect
immediately prior to the Corporate Transaction;
(e) any material breach by the Successor Corporation of
its obligations to the Participant under the Plan or any substantially
equivalent plan of the Successor Corporation; or
(f) any purported termination of the Participant's
employment or service relationship for Cause by the Successor Corporation that
is not in accordance with the definition of Cause under the Plan.
Acceleration of vesting of options that are not assumed. In the event
of a Corporate Transaction in which this Option is not assumed or continued or
an equivalent option or right substituted by the surviving corporation, the
successor corporation or its parent corporation, as applicable (the "Successor
Corporation"), you shall fully vest in and have the right to exercise this
Option as to all of the shares of Common Stock subject thereto, including shares
as to which this Option would not otherwise be vested or exercisable. If this
Option becomes fully vested and exercisable in lieu of assumption or
substitution in the event of a Corporate Transaction, the Plan Administrator
shall notify you in writing or electronically prior to the date such Corporate
Transaction is consummated that this Option shall be fully vested and
exercisable for a specified time period, in each case conditioned on the
consummation of the
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Corporate Transaction. This Option shall be considered assumed if, following the
Corporate Transaction, the option or right confers the right to purchase or
receive, for each share of Common Stock subject to this Option, immediately
prior to the Corporate Transaction, the consideration (whether stock, cash, or
other securities or property) received in the Corporate Transaction by holders
of Common Stock for each share held on the effective date of the transaction
(and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares);
provided, however, that if such consideration received in the Corporate
Transaction is not solely common stock of the Successor Corporation, the Plan
Administrator may, with the consent of the Successor Corporation, provide for
the consideration to be received upon the exercise of this Option, for each
share of Common Stock subject thereto, to be solely common stock of the
Successor Corporation equal in fair market value to the per share consideration
received by holders of Common Stock in the Corporate Transaction. This Option
shall terminate and cease to remain outstanding immediately following the
consummation of the Corporate Transaction, except to the extent assumed by the
Successor Corporation.
Acceleration upon termination of employment by Successor Corporation.
If this Option is assumed or replaced in the Corporate Transaction, and does not
otherwise accelerate at that time, 50% of the then-unvested shares shall be
accelerated in the event that your employment or service relationship should
subsequently terminate within one year following such Corporate Transaction,
unless such employment or service relationship is terminated by the Successor
Corporation for Cause or by you voluntarily without Good Reason.
TERMINATION OF OPTION: The unvested portion of the Option will
terminate automatically and without further notice immediately upon termination
(voluntary or involuntary) of your employment or service relationship with the
Company or a Related Corporation. The vested portion of the Option will
terminate automatically and without further notice on the earliest of the
following dates:
(a) three months after termination of your employment or
service relationship with the Company or a Related Corporation for any reason
other than Cause, Retirement, Disability or death;
(b) one year after termination of your employment or
service relationship with the Company or a Related Corporation by reason of
Retirement, Disability or death; and
(c) the Expiration Date;
except, that if the Company or a Related Corporation terminates your services
for Cause you will forfeit the unexercised portion of the Option, including
vested and unvested shares, on the date you are notified of your termination. If
you die after termination of your employment or service relationship with the
Company and while the Option is exercisable,
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the Option may be exercised until one year after the date of death or the
Expiration Date, whichever is earlier.
IT IS YOUR RESPONSIBILITY TO BE AWARE OF THE DATE YOUR OPTION
TERMINATES.
METHOD OF EXERCISE: You may exercise the Option by giving written
notice to the Company, in form and substance satisfactory to the Company, which
will state the election to exercise the Option and the number of shares of
Common Stock for which you are exercising the Option. The written notice must be
accompanied by full payment of the exercise price for the number of shares of
Common Stock you are purchasing.
FORM OF PAYMENT: You may pay the Option exercise price, in whole or in
part, in cash, by check or, unless the Plan Administrator determines otherwise,
by (a) tendering (either actually or by attestation) mature shares of Common
Stock (generally, shares you have held for a period of at least six months)
having a fair market value on the day prior to the date of exercise equal to the
exercise price (you should consult your tax advisor before exercising the Option
with stock you received upon the exercise of an incentive stock option); (b) if
and so long as the Common Stock is registered under the Securities Exchange Act
of 1934, as amended, delivery of a properly executed exercise notice together
with irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds necessary to pay the exercise price all in
accordance with the regulations of the Federal Reserve Board; or (c) such other
consideration as the Plan Administrator may permit.
WITHHOLDING TAXES: As a condition to the exercise of any portion of the
Option, you must make such arrangements as the Company may require for the
satisfaction of any federal, state or local withholding tax obligations that may
arise in connection with such exercise. The Company has the right to retain
without notice sufficient shares of stock to satisfy the withholding obligation.
Unless the Plan Administrator determines otherwise, you may satisfy the
withholding obligation by electing to have the Company withhold from the shares
to be issued upon exercise that number of shares having a fair market value
equal to the amount required to be withheld (up to the minimum required federal
tax withholding rate). The Company may also deduct from the shares to be issued
upon exercise any other amounts due from you to the Company.
LIMITED TRANSFERABILITY: During your lifetime only you can exercise the
Option. The Option is not transferable except by will or by the applicable laws
of descent and distribution, except that nonqualified stock options may be
transferred to the extent permitted by the Plan Administrator. The Plan provides
for exercise of the Option by a designated beneficiary or the personal
representative of your estate.
REGISTRATION: At the present time, the Company intends to file and
maintain an effective registration statement with respect to the Option Shares.
The Company intends to maintain this registration but has no obligation to do
so. In the event that such registration ceases to be effective, you will not be
able to exercise the Option unless exemptions from
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registration under federal and state securities laws are available; such
exemptions from registration are very limited and might be unavailable. By
accepting the Option, you hereby acknowledge that you have read and understand
Section 13.3 of the Plan.
BINDING EFFECT: This Agreement will inure to the benefit of the
successors and assigns of the Company and be binding upon you and your heirs,
executors, administrators, successors and assigns.
Please execute the following Acceptance and Acknowledgment and return
it to the undersigned.
Very truly yours,
Corillian Corporation
By________________________________
Its ______________________________
ACCEPTANCE AND ACKNOWLEDGMENT
I, a resident of the State of ______________, accept the Option
described in this Agreement and in the Plan, and acknowledge receipt of a copy
of this Agreement and a copy of the Plan. I have read and understand the Plan.
Dated: ___________________________ ____________________________________
__________________
__________________________________ Address ____________________________
Taxpayer I.D. Number ____________________________________
____________________________________
________________________________________________________________________________
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NOTICE OF EXERCISE OF STOCK OPTION
To: Corillian Corporation
I, a resident of the State of _____________, hereby exercise my
Nonqualified Stock Option granted by Corillian Corporation (the "Company") on
____________, ____, subject to all the terms and provisions thereof and of the
2003 Nonqualified Stock Incentive Compensation Plan referred to therein, and
notify the Company of my desire to purchase _______ shares of Common Stock of
the Company (the "Securities") at the exercise price of $ _______ per share. I
hereby represent and warrant that I have been furnished with a copy of the Plan.
Dated: ___________________________ ____________________________________
__________________
__________________________________ Address ____________________________
____________________________________
Taxpayer I.D. Number ____________________________________
________________________________________________________________________________
RECEIPT
Corillian Corporation hereby acknowledges receipt from
____________________ in payment for ________ shares of Common Stock of Corillian
Corporation, an Oregon corporation, of $___________________ in the form of
[ ] Cash
[ ] Check (personal, cashier's or bank certified)
[ ] __________ shares of the Company's Common Stock, fair
market value $_______ per share
[ ] Copy of irrevocable instructions to Broker
Date: ____________________________ By: _______________________________
FMV on such date: $_______________ For: Corillian Corporation
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