S1 CORPORATION 1997 EMPLOYEE STOCK OPTION PLAN NON QUALIFIED OPTION AGREEMENT (Standard Employee Agreement)
Exhibit (d)(15)
S1 CORPORATION
1997 EMPLOYEE STOCK OPTION PLAN
NON QUALIFIED OPTION AGREEMENT
(Standard Employee Agreement)
1997 EMPLOYEE STOCK OPTION PLAN
NON QUALIFIED OPTION AGREEMENT
(Standard Employee Agreement)
THIS STOCK OPTION AGREEMENT (the “Option Agreement”) is made this ___by and between
S1 CORPORATION (“S1C”), ___, an employee of S1C or of a subsidiary of S1C (the
“Optionee”).
A. Exercise of Option. The Optionee may exercise the Option (to the extent permitted
under Subsection B below and subject to the limitations on exercise set forth in Subsection F
below), in whole or in part, at any time and from time to time, after the Grant Date and before
termination of the Option; provided, that no single exercise of the Option shall be for less than
100 shares, unless the number of shares purchased is the total number at the time available for
purchase under this Option. Except as otherwise provided in the Plan, during the lifetime of the
Optionee, only the Optionee (or, in the event of the Optionee’s legal incapacity or incompetence,
the Optionee’s guardian or legal representative) may exercise the Option.
B. Limitations on Exercise of Option. The Optionee may exercise the right to purchase
25 percent of the shares of Stock subject to the Option on or after the first anniversary of
___(the “Vesting Date”), if the Optionee has been employed continuously from the Grant Date
to such date by S1C, any “parent corporation” thereof within the meaning of Section 424(e) of the
Code (a “Parent”), any “subsidiary corporation” within the meaning of Section 424(1) of the Code of
S1C or any such Parent (a “Subsidiary”) or any other “subsidiary corporation” (within the meaning
of such Subsection) of any such parent corporation. Thereafter, so long as such continuous
employment has not been interrupted, the Optionee may purchase an additional 25 percent of the
shares of Stock subject to the Option on or after each of the next three anniversaries of the
Vesting Date. The foregoing installments shall accumulate and may be exercised at any time before
termination of the Option. In no event may the Option be exercised, in whole or in part, after 10
years following the Grant Date, or after the occurrence of an event referred to in Subsection E of
this Section that results in termination of the Option. In no event may the Option be exercised for
a fractional share.
C. Termination of Employment — In General. The Optionee may exercise the Option
only while the Optionee is employed by S1C or a Parent or Subsidiary or for 12 months
thereafter, after which the Option shall terminate, except as provided in Subsection E of this
Section. Upon the Optionee’s termination of employment, the Optionee may (subject to the
limitations on exercise set forth in Subsection F below) exercise all or any part of the Option,
to the extent that the Option had become vested and exercisable under Section 3.B. hereof
immediately before such termination, at any time within 12 months after termination of
employment and prior to the termination of the Option as set forth in subsection E of this
Section.
D. Death. In the event of the Optionee’s death while employed by the S1C or a Parent
or Subsidiary and after having completed at least two years continuous service with S I C or a
Parent or Subsidiary, the Option shall be exercisable whether or not it had become exercisable
immediately before the Optionee’s death under Section 3.B. hereof and, in such event, the personal
representative or legatees or distributees of the Optionee’s estate, as the case may be, shall have
the right (subject to the limitations on exercise set forth in Subsection F below) to exercise all
or part of the Option within one year after the date of the
Optionee’s death and prior to
the termination of the Option as set forth in Subsection E of this Section. In the event of the
Optionee’s death during the period following the termination of employment with S1C or a Parent or
Subsidiary in which the Option was exercisable pursuant to Subsection C of this Section, or in the
event of the Optionee’s death while employed by S1C or a Parent or Subsidiary and before having
completed at least two years continuous service with S1C or a Parent or Subsidiary, the Option
shall be exercisable to the extent it had become exercisable immediately before the Optionee’s
death under Section 3.B. hereof and, in such event, the personal representative or legatees or
distributees of the Optionee’s estate, as the case may be, shall have the right (subject to the
limitations on exercise set forth in Subsection F below) to exercise the Option, to such extent,
within one year after the Optionee’s last day of employment and prior to the termination of the
Option as set forth in Subsection E of this Section.
E. Termination of Option. The Option shall terminate upon the earlier of (i) the
expiration of a period of 10 years from the Grant Date; or (ii) 12 months after the Optionee’s
termination of employment with S1C or a Parent or Subsidiary. Continuation of the term of the
Option after termination of employment shall not result in any additional vesting of the Option.
F. Limitations on Exercise of Option. Notwithstanding the foregoing Subsections of
this Section, in no event may the Option be exercised, in whole or in part, after 10 years
following the Grant Date, or after the occurrence of an event referred to in Section 7 below that
results in termination of the Option. In no event may the Option be exercised for a fractional
share.
If the person exercising the Option is not the Optionee, such person shall also deliver with
the notice of exercise appropriate proof of his or her right to exercise the Option. An
attempt to exercise the Option granted hereunder other than as set forth above shall be
invalid and of no force and effort. Promptly after exercise of the Option as provided for
above, S1C shall deliver to the person exercising the Option a certificate or certificates
for the shares of Stock being purchased. If (a) the Option is exercised prior to the date
that is six months from the Grant Date and (b) the individual exercising the Option is a
reporting person under Section 16(a) of the Securities Exchange Act of 1934, as amended,
then such certificate or certificates shall bear a legend restricting the transfer of the
Stock covered thereby until the expiration of six months from the Grant Date.
A. Changes in Stock. If the outstanding shares of Stock are increased or
decreased or changed into or exchanged for a different number or kind of shares or other
securities of S1C by reason of any recapitalization, reclassification, stock split-up,
combination of shares, exchange of shares, stock dividend, or other distribution payable in
capital stock, or other increase or decrease in such shares effected without receipt of
consideration by S1C occurring after the date the Option is granted, a proportionate and
appropriate adjustment shall be made by S1C in the number and kind of shares subject to the
Option, so that the proportionate interest of the Optionee immediately following such event
shall, to the extent practicable, be the same as immediately prior to such event. Any such
adjustment in the Option shall not change the total Option Price with respect to shares
subject to the unexercised portion of the Option but shall include a corresponding
proportionate adjustment in the Option Price per share. If there is a distribution payable
in the capital stock of a subsidiary corporation of S1C (“Spin off Shares”), to the extent
consistent with Treasury Regulation Section 1.425-I(a)(6) or the corresponding provision of
any subsequent regulation, the Option shall thereafter additionally pertain to the
number of Spin-off Shares that would have been received in such distribution by a
shareholder of S1C who owned a number of shares of Common Stock equal to the number of
shares that are subject to the Option at the time of such distribution, and the aggregate
Option Price of the Option shall be allocated between the Spin-off Shares and the Common
Stock in proportion to the relative fair market values of a Spin-off Share and a share of
Common Stock immediately after the distribution of Spin-off Shares.
B. Reorganization in Which S1C is the Surviving Corporation. Subject to
Subsection C of this Section, if S1C shall be the surviving corporation in any
reorganization, merger, or consolidation of S1C with one or more other corporations, the
Option shall pertain to and apply to the securities to which a holder of the number of
shares of Stock subject to the Option would have been entitled immediately following such
reorganization, merger, or consolidation, with a corresponding proportionate adjustment of
the Option Price per share so that the aggregate Option Price thereafter shall be the same
as the aggregate Option Price of the shares remaining subject to the Option immediately
prior to such reorganization, merger, or consolidation.
C. Reorganization in Which S1C Is Not the Surviving Corporation or Sale of
Assets or Stock. Upon the consolidation or liquidation of S1C, or upon a merger,
consolidation, or reorganization of S1C with one or more other corporations in which S1C is
not the surviving corporation, or upon a sale of all or substantially all of the assets of
S1C to another corporation, or upon any transaction (including, without limitation, a
merger or reorganization in which S1C is the surviving corporation) approved by the Board
of Directors of S1C that results in any person or entity owning 80 percent or more of the
combined voting power of all classes of stock of S1C, the Option hereunder shall terminate,
except to the extent provision is made in connection with such transaction for the
continuation and/or the assumption of the Option, or for the substitution for the Option of
new options covering the stock of a successor employer corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kinds of shares and
exercise prices, in which event the Option shall continue in the manner and under the terms
so provided. In the event of any such termination of the Option, the Optionee shall have
the right (subject to the limitations on exercise set forth in Subsection F of Section 3
above), for 30 days immediately prior to the occurrence of such termination, to exercise
the Option in whole or in part, whether or not the Optionee was otherwise entitled to
exercise such Option at the time such termination occurs. S1C shall send written notice of
an event that will result in such a termination to the Optionee not later than the time at
which S1C gives notice thereof to its shareholders.
D. Adjustments. Adjustments specified in this Section relating to stock or
securities of S1C shall be made by the Board of Directors of S1C or the Stock Option
Committee, whose determination in that respect shall be final, binding, and conclusive. No
fractional shares of Stock or units of other securities shall be issued pursuant to any
such adjustment, and any fractions resulting from any such adjustment shall be eliminated
in each case by rounding downward to the nearest whole share or unit.
violation by the individual exercising the Option or by S1C of any provision of any law or
regulation of any governmental authority, including without limitation any federal or state
securities laws or regulations. If at any time S1C shall determine, in its discretion, that the
listing, registration, or qualification of any shares subject to the Option upon any securities
exchange or under any state or federal law, or the consent or approval of any government regulatory
body, is necessary or desirable as a condition of, or in connection with, the issuance or purchase
of shares hereunder, the Option may not be exercised in whole or in part unless such listing,
registration, qualification, consent, or approval shall have been effected or obtained free of any
conditions not acceptable to S1C, and any delay caused thereby shall in no way affect the date of
termination of the Option. Specifically, in connection with the Securities Act of 1933 (as now in
effect or as hereafter amended), unless a registration statement under such Act is in effect with
respect to the shares of Stock covered by the Option, S1C shall not be required to sell or issue
such shares unless S1C has received evidence satisfactory to it that the holder of the Option may
acquire such shares pursuant to an exemption from registration under such Act. Any determination in
this connection by S1C shall be final, binding, and conclusive. S1C may, but shall in no event be
obligated to, register any securities covered hereby pursuant to the Securities Act of 1933 (as now
in effect or as hereafter amended). S1C shall not be obligated to take any affirmative action in
order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with
any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes
the requirement that the Option shall not be exercisable unless and until the shares of Stock
covered by the Option are registered or are subject to an available exemption from registration,
the exercise of the Option (under circumstances in which the laws of such jurisdiction apply) shall
be deemed conditioned upon the effectiveness of such registration or the availability of such an
exemption. The Option shall not be exercisable unless the Optionee shall have received all required
regulatory approvals with respect to ownership of the Stock to be issued upon such exercise.
12. Governing Law. This Option Agreement is executed pursuant to and shall be governed
by the laws of the State of Delaware (but not including the choice of law rules thereof).
ATTEST: | S1 CORPORATION | |||||||
By: | ||||||||
Title: | Title: | |||||||
OPTIONEE | ||||||||
ADDRESS FOR NOTICE TO OPTIONEE: | ||||||||
Number | Street | |||||||
City | State | Zip Code |