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EXHIBIT 99.5
WEBMANAGE TECHNOLOGIES, INC.
STOCK OPTION AGREEMENT
UNDER ITS
1999 STOCK OPTION PLAN
This STOCK OPTION AGREEMENT (this "Agreement") is issued to the Optionee
hereinbelow set forth pursuant to the WebManage Technologies, Inc. 1999 Stock
Option Plan (the "Plan") of WebManage Technologies, Inc., a New Hampshire
corporation (the "Company").
1. OPTIONEE; BASIC TERMS.
The Optionee is hereby granted an option to purchase the number of fully
paid and non-assessable shares of the Common Stock of the Company at the option
price hereinbelow set forth, subject to the terms and conditions of this
Agreement.
2. DEFINITIONS.
(a) "CODE" shall mean the Internal Revenue Code of 1986, as amended, the
rules and regulations promulgated thereunder and the interpretations thereof,
all as from time to time in effect.
(b) "EXERCISE DATES" shall mean the following dates after which the
Option may be exercised in the increments set forth below:
Exercise Dates Optioned Stock
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(c) "GRANT DATE" shall mean the date of grant of the Option, being
______________, 199__.
(d) "INCENTIVE OPTION" shall mean an option described in Section 422 of
the Code. To qualify for favorable tax treatment provided by an incentive
option, the shares purchased upon exercise must be held for a period of two (2)
years from the date of the option grant and for a period of one (1) year after
the shares are transferred to Optionee.
(e) "NONQUALIFIED OPTION" shall mean an option other than an Incentive
Option, the exercise of which generally results in an immediate taxable event.
(f) "OPTION" shall have the meaning set forth in Section 3(a) hereof.
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WebManage Technologies, Inc.
Stock Option Agreement
Under its
1999 Stock Option Plan
(g) "OPTIONED STOCK" shall mean _______________ (___) shares of the no
par value Common Stock of the Company.
(h) "OPTIONEE" shall mean________________.
(i) "PURCHASE PRICE" shall mean the price per share for the Optioned
Stock and shall be $_______________.
(j) "VESTING PERIOD" shall mean a period of________________(___) years
commencing on the Grant Date.
(k) Unless otherwise indicated, all capitalized terms set forth in this
Agreement shall have the meaning provided to them under the Plan, a copy of
which Optionee acknowledges having received.
3. GRANT OF OPTION.
(a) As of the Grant Date, the Company hereby grants to the Optionee an
option (the "Option") to purchase the Optioned Stock upon the terms and
conditions set forth below.
(b) This Option is intended to be a(n) (check one only):
[ ] Incentive Option (only employees of the Company are
eligible)
[ ] Nonqualified Option
(c) The Optionee's relationship to the Company is as a(n) (if
applicable, check more than one):
[ ] Officer
[ ] Director
[ ] Employee
[ ] Consultant
[ ] Other Person providing services
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WebManage Technologies, Inc.
Stock Option Agreement
Under its
1999 Stock Option Plan
4. DURATION OF OPTION.
(a) INCENTIVE OPTION: If this Option is an Incentive Option, as
designated in Section 3(b), it shall expire one day short of ten (10) years from
the Grant Date, provided, however, for any Optionee who owns more than ten
percent (10%) of the total combined voting power or value of all classes of
stock of the Company, this Option shall expire one day short of five (5) years
from the Grant Date.
(b) NONQUALIFIED OPTION: If this Option is a Nonqualified Option, as
designated in Section 3(b), it shall expire ten (10) years from the Grant Date.
5. PURCHASE PRICE.
The Purchase Price for the Optioned Stock has been determined by the
Board of Directors of the Company and: (a) may or may not be less than the Fair
Market Value on the Grant Date if the Option is a Nonqualified Option, (b) shall
be equal to at least one-hundred percent (100%) of the Fair Market Value if the
Option is an Incentive Option, or (c) shall be equal to at least one-hundred ten
percent (110%) of the Fair Market Value if the Option is an Incentive Option and
Optionee holds more than ten percent (10%) of the total combined voting power or
value of all classes of stock of the Company or of its Parent or any Subsidiary.
6. EXERCISABILITY. Subject to the provisions of this Agreement, including
without limitation Section 10 regarding termination of Optionee's employment,
consulting or other relationship with the Company and Section 14(b) regarding
Incentive Options, this Option shall vest in annual increments over the Vesting
Period equal to the total number of shares of Optioned Stock divided by the
number of years in the Vesting Period. Optioned Stock, to the extent vested
shall become exercisable, in one or more installments (to the nearest whole
number) on the Exercise Dates, to the extent of the total number of Shares of
the Optioned Stock set forth next to such Exercise Date in the definition
thereof. The number of shares of Optioned Stock which become exercisable each
year, to the extent not previously exercised, shall accumulate until exercised
in accordance with and subject to the terms and conditions of this Agreement.
7. METHOD OF EXERCISE AND PAYMENT.
(a) EXERCISE. This Option may be exercised from time to time, in whole
or in part, to the extent exercisable, only by delivery to an officer of the
Company of the original of this Option with an appropriate Notice of Exercise of
Stock Option duly signed by the Optionee, together
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WebManage Technologies, Inc.
Stock Option Agreement
Under its
1999 Stock Option Plan
with the full Purchase Price of the shares purchased pursuant to the exercise of
the Option and an executed Stock Redemption Agreement pursuant to Section 7(b)
hereof; provided, however, that this Option may not be exercised if such
exercise would violate any law or governmental order or regulation. Payment for
the shares of Optioned Stock purchased pursuant to any exercise shall be made in
full at the time of such exercise, in any of the following methods, as
determined by the Board of Directors and as may be elected by the Optionee:
(i) may ___ or may not ___ pay in cash or by check payable to the
order of the Company;
(ii) may ___ or may not ___ pay in Common Stock of the Company
already owned by the Optionee for a period of six (6) months
prior to such exercise, valued as of the date of exercise of the
Option at Fair Market Value; or
(iii) may ___ or may not ___ pay by a promissory note payable to the
order of the Company; if a promissory note is tendered, such
note shall bear interest at an interest rate determined by, and
shall be subject to such terms and conditions as are prescribed
by, the Board as set forth in the form of promissory note then
utilized under the Plan.
(b) STOCK REDEMPTION AGREEMENT. The Optionee shall execute and deliver
to the Company, together with the Notice of Exercise of Stock Option and payment
in full of the Purchase Price, duplicate originals of a Stock Redemption
Agreement in the form set forth in Exhibit 1 attached to this Agreement. The
Company shall not issue any shares of Optioned Stock to the Optionee unless and
until Optionee executes and delivers such Stock Redemption Agreement.
(c) TAX WITHHOLDINGS. Optionee agrees to have withheld from any
remuneration payable to such Optionee by the Company and/or to pay to the
Company, at the time of exercise of the Option, an amount which is required to
be withheld or paid pursuant to any Federal, state or local tax or revenue laws
or regulations, as may be determined by the Company. The Optionee may not
satisfy such tax withholding by instructing the Company to withhold such number
of shares of Optioned Stock that would equal the total tax obligations required
to be withheld.
8. NON-TRANSFERABILITY. This Option shall not be transferred, sold, pledged,
assigned, hypothecated, or disposed of in any manner by Optionee other than by
will or the laws of descent and distribution to the extent hereinafter set
forth; provided, however, that a transfer hereof may be made pursuant to a
qualified domestic relations order (as defined in the Code or as permitted
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WebManage Technologies, Inc.
Stock Option Agreement
Under its
1999 Stock Option Plan
by Title I of the Employee Retirement Income Security Act ("ERISA") or the rules
thereunder) and, provided further, that Optionee may designate a beneficiary
(which may be an individual or trustee) who may exercise the Option after
Optionee's death and enjoy the economic benefits thereof, subject to the consent
of Optionee's spouse where required by law. This Option may be exercised during
the Optionee's lifetime only by the Optionee or, upon the Optionee's legal
incapacity to act on the Optionee's own behalf, by the Optionee's conservator or
other lawful representative. The Option shall be null and void and without
effect upon any attempted assignment or transfer, except as hereinabove
provided, including without limitation, any purported assignment, whether
voluntary of by operation of law, pledge, hypothecation or other disposition
contrary to the provisions hereof, or levy of execution, attachment, trustee
process or similar process, whether legal or equitable, upon the Option.
9. TERMINATION. To the extent that this Option shall not have been exercised in
full prior to its termination or expiration date, whichever shall be sooner, it
shall terminate and become void and of no effect.
10. CESSATION OF CONTINUOUS STATUS -- TERMINATION, RETIREMENT, DEATH OR
DISABILITY. If the Optionee shall voluntarily or involuntarily cease Continuous
Status (as such term is defined in the Plan) (hereinafter referred to as a
"Termination"), the Option of the Optionee shall terminate immediately upon the
Termination and the Optionee in such event shall have no right after such
Termination to exercise any unexercised Option that the Optionee might have
exercised on or prior to the Termination; provided, however, that if the
Termination is due to (i) retirement by the Optionee on or after attaining the
age of sixty-five (65) years, (ii) the disability of the Optionee or (iii) the
death of the Optionee, then the Optionee or the representative of the estate of
the Optionee shall have the privilege of exercising the entire unexercised
vested portion of this Option, provided that such exercise be accomplished (a)
prior to the expiration of this Option and (b) either within thirty (30) days of
the Optionee's retirement, within thirty (30) days of the Optionee's disability,
or within thirty (30) days after the date of death of the Optionee, as the case
may be.
11. STOCK SPLITS AND CAPITAL ADJUSTMENTS. If, prior to the complete exercise of
this Option, there shall be declared and paid a stock dividend upon the Common
Stock of the Company or if such stock shall be split up, converted, exchanged or
reclassified, this Option, to the extent that it has not been exercised, shall
entitle the holder, upon the future exercise of this Option, to such number and
kind of securities or other property, subject to the terms of the Option, to
which the holder would be entitled had he actually owned the stock subject to
the unexercised portion of the Option at the time of the occurrence of such
stock dividend, split up, conversion, exchange, reclassification or
substitution; and the aggregate purchase price upon the future exercise of the
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WebManage Technologies, Inc.
Stock Option Agreement
Under its
1999 Stock Option Plan
Option shall be the same as if shares of Common Stock of the Company originally
optioned were being purchased as provided herein.
12. ACCELERATION OF EXERCISE DATE.
(a) SALE OF ASSETS, MERGER, CONSOLIDATION AND CHANGE OF CONTROL. The
Board of Directors of the Company may, but shall not be required, to provide for
immediate vesting of any or all outstanding unexercised Options in the event of
any proposed merger, acquisition or sale of the Company (other than a merger,
acquisition or sale with respect to which a majority of the members of the Board
of Directors of the Company prior to the merger, acquisition or sale continue to
be a majority of the Board of Directors of the resulting corporation after such
merger, acquisition or sale), all pursuant to and subject to the terms and
conditions of the Plan including, without limitation, the limitations upon
vesting imposed by Section 8 of the Plan.
13. COMPLIANCE WITH SECURITIES LAWS.
(a) POSTPONE ISSUANCE. Notwithstanding any provision of this Option to
the contrary, the Company may postpone the issuance and delivery of shares upon
any exercise of this Option until one of the following conditions shall be met:
(i) The shares of Optioned Stock with respect to which such Option
has been exercised are at the time of the issue of such shares effectively
registered under applicable Federal and state securities laws now in force or
hereafter enacted or amended; or
(ii) Counsel for the Company shall have given an opinion that
registration of such shares under applicable Federal and state securities laws,
as now in force or hereafter enacted or amended, is not required.
(b) INVESTMENT REPRESENTATION. In the event that for any reason the
shares of Optioned Stock to be issued upon exercise of the Option shall not be
effectively registered under the Securities Act of 1933 (the "1933 Act"), upon
any date on which the Option is exercised in whole or in part, the Company shall
be under no further obligation to issue shares of Optioned Stock unless the
Optionee shall give a written representation to the Company, in form
satisfactory to the Company, that such person is acquiring the shares of
Optioned Stock issued pursuant to such exercise of the Option for investment and
not with a view to, or for sale in connection with, the distribution of any such
shares, and that he/she will make no transfer of the same except in compliance
with the 1933 Act and the rules and regulations promulgated
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WebManage Technologies, Inc.
Stock Option Agreement
Under its
1999 Stock Option Plan
thereunder and then in force, and in such event, the Company may place an
"investment legend" upon any certificate for the shares of Optioned Stock issued
by reason of such exercise.
14. SPECIAL RULES REGARDING INCENTIVE OPTIONS.
(a) NOTICE OF TRANSFER. If this Option is an Incentive Option, then the
employee-Optionee hereby agrees to notify the Company in writing within three
(3) days after any sale, transfer or other disposition of shares acquired upon
the exercise of this Option which occurs within either twelve (12) months
following the date of exercise or twenty-four (24) months following the Grant
Date.
(b) $100,000 PER YEAR EXERCISE LIMIT. If this option is an Incentive
Option, then it shall be exercisable in accordance with the above schedule of
Section 6, but in no event shall it be exercised to the extent that the
aggregate fair market value of Optioned Stock, which is exercisable for the
first time during any calendar year, when combined with the aggregate fair
market value of all stock covered by incentive stock options (as defined in the
Code) granted to Optionee after December 31, 1986 by the Company, its parent or
a subsidiary of the Company which are exercisable for the first time during the
same calendar year, exceeds $100,000.
15. NO AGREEMENT OF EMPLOYMENT. Neither the grant of this Option nor this
Agreement shall be deemed to create any agreement with, or obligation by, the
Company to employ the Optionee for any period of time, it being understood that
employment is strictly "at will" in the absence of any written agreement to the
contrary and, in the absence of such written agreement, such person may be
terminated by the Company at any time, with or without cause.
16. ASSIGNMENT OF INVENTIONS, ETC.; NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
As further consideration for the issuance of the Option, the Optionee, if the
Optionee is an Employee of the Company, agrees as follows:
(a) ASSIGNMENT OF INVENTIONS. Any and all trade secrets, inventions and
proprietary information which either (i) relates at the time of conception or
reduction to practice to the company or its business, or actual or demonstrably
anticipated research or development of the Company or (ii) results from any work
performed by the Optionee for the Company is hereby assigned to, and shall
become the absolute property of, the Company and shall at all times and for all
purposes be regarded as acquired and held by the Optionee in a fiduciary
capacity for the sole benefit of the Company, and the Optionee agrees that, upon
request, the Optionee will promptly make all disclosures, execute all
assignments, instruments and papers, and perform all acts whatsoever necessary
or desired by the Company to vest and confirm in it, its successors,
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WebManage Technologies, Inc.
Stock Option Agreement
Under its
1999 Stock Option Plan
assigns and nominees, all rights created or contemplated by this subsection (a)
and which may be necessary or desirable to enable the Company, its successors,
assigns, and nominees to secure and enjoy the full benefits and advantages
thereof.
(b) NONDISCLOSURE OF CONFIDENTIAL INFORMATION. The Optionee shall not,
during the period of employment by the Company or at any time thereafter,
directly or indirectly use, divulge, furnish or make accessible to anyone other
than the Company, its directors and officers other than in the regular course of
the business of the Company or any of its subsidiaries, any knowledge or
information with respect to (i) confidential, secret or proprietary plans, data
(including financial and cost data), specifications, procedures and techniques,
methods, technology, "knowhow" or material relating to the business, products,
services (whether existing or under development) or activities of the Company or
its subsidiaries, (ii) any confidential business plans or surveys of the Company
or its subsidiaries, (iii) any other confidential or secret aspect of the
business, products, services or activities of the Company or its subsidiaries,
or (iv) any customer usages and requirements or any customer lists of the
Company or its subsidiaries. The Optionee shall not, upon leaving the employ of
the Company, without the prior written consent of the Board of Directors of the
Company, take any data, customer lists, reports, studies, compilations, business
plans, presentations/proposals, letters, memoranda, notes or other writings or
documents whatever, or copies thereof, which reflect or deal with any of the
confidential information described in this Section 16(b).
(c) REMEDIES. The Optionee acknowledges that a breach of the provisions
of this Agreement will cause the Company irreparable injury for which the
Company cannot be reasonably or adequately compensated in damages. The Company
shall, therefore, be entitled, in addition to all other remedies available to
it, to injunctive and/or other equitable relief to prevent a breach of this
Agreement, or any part of it, and to secure its enforcement, and any termination
of Optionee as a result of a violation of this Section 16 shall be deemed "for
cause."
17. SUBJECT TO PLAN. This Option is issued subject and pursuant to the
provisions of the Plan, receipt of a copy of which the Optionee acknowledges. A
determination of the Board of Directors or the Committee established pursuant to
the Plan as to any questions which may arise with respect to the interpretation
of the provisions of this Option and of the Plan shall be final. The Board of
Directors or the Committee may authorize and establish such rules and
regulations, and revisions thereof, not inconsistent with the provisions of the
Plan, as it may deem advisable. Any provision hereof which is inconsistent with,
or contrary to, the terms and conditions of the Plan shall be superseded and
governed by the Plan.
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WebManage Technologies, Inc.
Stock Option Agreement
Under its
1999 Stock Option Plan
18. SEVERABILITY. If any condition, term or provision of this Agreement is
determined by a court to be illegal or in conflict with any law, state or
Federal, the validity of the remaining portions or provisions shall not be
affected, and the rights and obligations of the parties shall be construed and
enforced as if this Agreement did not contain the particular condition, term or
provision determined to be unenforceable.
19. ENTIRE AGREEMENT; NEW HAMPSHIRE LAW. This Agreement contains the entire
understanding and agreement between the parties hereto respecting the within
subject matter, and there are no representations, agreements, arrangements or
understandings, oral or written, between the parties hereto relating to the
subject matter of this Agreement that are not fully expressed herein. The
Company is a New Hampshire corporation, and this Agreement shall be governed by
and construed in accordance with the laws of the State of New Hampshire.
WITNESS the signature of its duly authorized officer of the Company as
of the date of grant hereof.
THE COMPANY:
WEBMANAGE TECHNOLOGIES, INC.
By:
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Witness
Title:
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WebManage Technologies, Inc.
Stock Option Agreement
Under its
1999 Stock Option Plan
THE OPTIONEE:
Acknowledged and Agreed to*:
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Signature
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Print Name
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Xxxxxx Xxxxxxx
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Xxxx, Xxxxx, Zip Code
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Social Security No.
*IF you have any "Inventions" to except from Section 16, you must IDENTIFY ALL
SUCH INVENTIONS below, or, if the statement is not applicable, you must write
NONE below.
None.
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