EXHIBIT 99.2
SCOPUS TECHNOLOGY, INC.
DIRECTOR OPTION AGREEMENT
Scopus Technology, Inc. (the "Company"), has granted to
___________________________ (the "Optionee"), (X ONE) a [ ] First Option or a
[_] Subsequent Option to purchase a total of __________________ (_________)
Shares of the Company's Common Stock (the "Optioned Stock"), at the price
determined as provided herein, and in all respects subject to the terms,
definitions and provisions of the Company's 1995 Director Stock Option Plan (the
"Plan") adopted by the Company which is incorporated herein by reference. The
terms defined in the Plan shall have the same defined meanings herein.
1. Nature of the Option. This Option is a nonstatutory option and is not
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intended to qualify for any special tax benefits to the Optionee.
2. Exercise Price. The exercise price is $___________ for each share of
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Common Stock.
3. Exercise of Option. This Option shall be exercisable during its term in
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accordance with the provisions of Section 8 of the Plan as follows:
(i) Right to Exercise.
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(a) First Option. If this Option is a First Option, it shall become
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exercisable in installments cumulatively as to twenty-five percent of the Shares
on the first anniversary of its date of grant and a further 1/48th of the Shares
every month thereafter, so that one hundred percent (100%) of the Optioned Stock
shall be exercisable four years after the date of grant.
(b) Subsequent Option. If this Option is a Subsequent Option, it
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shall become exercisable in full on the fourth anniversary of its date of grant.
(c) Notwithstanding the provisions of Section 3(i)(a) or 3(i)(b), in
no event shall this Option be exercisable prior to the date the stockholders of
the Company approve the Plan.
(d) This Option may not be exercised for a fraction of a share.
(e) In the event of Optionee's death, disability or other termination
of service as a Director, the exercisability of the Option is governed by
Section 8 of the Plan.
(ii) Method of Exercise. This Option shall be exercisable by written
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notice which shall state the election to exercise the Option and the number of
Shares in respect of which the Option is being exercised. Such written notice,
in the form attached hereto as Exhibit A, 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.
4. Method of Payment. Payment of the exercise price shall be by any of the
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following, or a combination thereof, at the election of the Optionee:
(i) cash;
(ii) check; or
(iii) surrender of 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, and (y) have a Fair Market Value
on the date of surrender equal to the aggregate exercise price of the Shares as
to which said Option shall be exercised; or
(iv) delivery of a properly executed exercise notice together with
such other documentation as the Company and the broker, if applicable, shall
require to effect an exercise of the Option and delivery to the Company of the
sale or loan proceeds required to pay the exercise price.
5. Restrictions on Exercise. This Option may not be exercised if the
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issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulations, or if such issuance
would not comply with the requirements of any stock exchange upon which the
Shares may then be listed. As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
6. Non-Transferability of Option. This Option may not be transferred in any
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manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by the Optionee. The terms of
this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
7. Term of Option. This Option may not be exercised more than ten (10) years
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from the date of grant of this Option, and may be exercised during such period
only in accordance with the Plan and the terms of this Option.
8. Taxation Upon Exercise of Option. Optionee understands that, upon
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exercise of this Option, he or she will recognize income for tax purposes in an
amount equal to the excess of the then Fair Market Value of the Shares purchased
over the exercise price paid for such Shares. Since the Optionee is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain
limited circumstances the measurement and timing of such income (and the
commencement of any capital gain holding period) may be deferred, and the
Optionee is advised to contact a tax advisor concerning the application of
Section 83 in general and the availability of a Section 83(b) election in
particular in connection with the exercise of the Option. Upon a resale of such
Shares by
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the Optionee, any difference between the sale price and the Fair Market Value
of the Shares on the date of exercise of the Option, to the extent not included
in income as described above, will be treated as capital gain or loss.
DATE OF GRANT: ______________
SCOPUS TECHNOLOGY, INC.
By: __________________________
Optionee acknowledges receipt of a copy of the Plan, a copy of which is
attached hereto, 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 hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board upon any questions
arising under the Plan.
Dated: _________________
______________________________
Optionee
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EXHIBIT A
DIRECTOR STOCK OPTION EXERCISE NOTICE
Scopus Technology, Inc.
0000 Xxxxxx Xxxxxx, Xxx. 000
Xxxxxxxxxx, XX 00000
Attention: Corporate Secretary
1. Exercise of Option. The undersigned ("Optionee") hereby elects to
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exercise his or her option to purchase ______ shares of the Common Stock (the
"Shares") of Scopus Technology, Inc. (the "Company") under and pursuant to the
Company's 1995 Director Stock Option Plan and the Director Stock Option
Agreement dated _______________ (the "Agreement").
2. Representations of Optionee. Optionee acknowledges that he or she has
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received, read and understood the Agreement.
3. Federal Restrictions on Transfer. Optionee understands that the Shares
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must be held indefinitely unless they are registered under the Securities Act of
1933, as amended (the "1933 Act"), or unless an exemption from such registration
is available, and that the certificate(s) representing the Shares may bear a
legend to that effect. Optionee understands that the Company is under no
obligation to register the Shares and that an exemption may not be available or
may not permit Optionee to transfer Shares in the amounts or at the times
proposed by Optionee.
4. Tax Consequences. Optionee understands that he or she may suffer adverse
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tax consequences as a result of the purchase or disposition of the Shares.
Optionee represents that he or she has consulted with any tax consultant(s) he
or she deems advisable in connection with the purchase or disposition of the
Shares and that Optionee is not relying on the Company for any tax advice.
5. Delivery of Payment. Optionee herewith delivers to the Company the
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aggregate purchase price for the Shares that Optionee has elected to purchase
and has made provision for the payment of any federal or state withholding taxes
required to be paid or withheld by the Company.
6. Entire Agreement. The Agreement is incorporated herein by reference.
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This Exercise Notice and the Agreement constitute the entire agreement of the
parties and supersede in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the subject matter
hereof. This Exercise Notice and the Agreement are governed by the laws of the
State of California except for that body of law pertaining to conflict of laws.
Submitted by: Accepted by:
OPTIONEE: SCOPUS TECHNOLOGY, INC.
_____________ By:______________________________________
Its:_____________________________________
Address:
Dated:_______________ Dated:______________________________
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