EXHIBIT 99(c)
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NON-QUALIFIED STOCK OPTION CONTRACT UNDER THE
1998 STOCK OPTION PLAN
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STOCK OPTION CONTRACT entered into as of ________, 1999,
between IMAGING TECHNOLOGIES CORPORATION, a Delaware corporation (the
"Company"), and [EMPLOYEE NAME] (the "Optionee").
W I T N E S S E T H:
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1. The Company, in accordance with the allotment made by the
Administrators and subject to the terms and conditions of the 1998 Stock Option
Plan of the Company (the "Plan"), grants to the Optionee an option to purchase
an aggregate of ____shares of the Common Stock, $.01 par value per share, of the
Company (the "Common Stock") at an exercise price of $____per share, being at
least equal to the fair market value of such shares of Common Stock on the date
hereof. This option is not intended to constitute an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
2. The term of this option shall be ten (10) years from the
date hereof, subject to earlier termination as provided in the Plan. The option
shall be exercisable as to one-forty eighth (1/48) of the shares of Common Stock
subject hereto on each monthly anniversary hereof, subject to such earlier
termination and the provisions set forth herein. The right to purchase shares of
Common Stock under this option shall be cumulative, so that if the full number
of shares purchasable in a period shall not be purchased, the balance may be
purchased at any time or from time to time thereafter, but not after the
expiration of the option. Notwithstanding any of the foregoing, in no event may
a fraction of a share of Common Stock be purchased under this option.
3. This option shall be exercised by giving written notice to
the Company at its then principal office, presently 00000 Xxxxxxxxxx Xxxxx, Xxx
Xxxxx, Xxxxxxxxxx 00000, Attention: President, stating that the Optionee is
exercising the option hereunder, specifying the number of shares being purchased
and accompanied by payment in full of the aggregate purchase price therefor in
cash or by certified check.
4. The Company may withhold cash and/or shares of Common Stock
to be issued to the Optionee in the amount which the Company determines is
necessary to satisfy its obligation to withhold taxes or other amounts incurred
by reason of the grant or exercise of this option or the disposition of the
underlying shares of Common Stock. Alternatively, the Company may require the
Optionee to pay such amount to the Company and the Optionee agrees to pay such
amount to the Company in cash promptly upon demand.
5. Notwithstanding the foregoing, this option shall not be exercisable
by the Optionee unless (a) a Registration Statement under the Securities Act of
1933, as amended (the "Securities Act") with respect to the shares of Common
Stock to be received upon the exercise of this option shall be effective and
current at the time of exercise, or (b) there is an exemption from registration
under the Securities Act for the issuance of the shares of Common Stock upon
such exercise. The Optionee hereby represents and warrants to the Company that,
unless such a Registration Statement is effective and current at the time of
exercise of this option, the shares of Common Stock to be issued upon the
exercise of this option will be acquired by the Optionee for his own account,
for investment only and not with a view to the resale or distribution thereof.
In any event, the Optionee shall notify the Company of any proposed resale of
the shares of Common Stock issued to him upon the exercise of this option. Any
subsequent resale or distribution of shares of Common Stock by the Optionee
shall be made only pursuant to (x) a Registration Statement under
the Securities Act which is effective and current with respect to the sale of
shares of Common Stock being sold, or (y) a specific exemption from the
registration requirements of the Securities Act, but in claiming such exemption,
the Optionee shall, prior to any offer of sale or sale of such shares of Common
Stock, provide the Company (unless waived by the Company) with a favorable
written opinion of counsel, in form and substance satisfactory to the Company,
as to the applicability of such exemption to the proposed sale or distribution.
Such representations and warranties shall also be deemed to be made by the
Optionee upon each exercise of this option. Nothing herein shall be construed as
requiring the Company to register the shares subject to this option under the
Securities Act.
6. Notwithstanding anything herein to the contrary, if at any
time the Committee shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition to,
or in connection with, the granting of an option or the issue of shares of
Common Stock hereunder, then this option may not be exercised in whole or in
part unless such listing, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.
7. The Company may affix appropriate legends upon the
certificates for shares of Common Stock issued upon exercise of this option and
may issue such "stop transfer" instructions to its transfer agent in respect of
such shares as it determines, in its discretion, to be necessary or appropriate
to (a) prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act or (b) implement the provisions of the Plan
or this Contract or any other agreement between the Company and the Optionee
with respect to such shares of Common Stock.
8. Nothing in the Plan or herein shall confer upon the
Optionee any right to continue in the employ of the Company, any Parent or any
of its Subsidiaries, or interfere in any way with any right of the Company, any
Parent or any of its Subsidiaries to terminate such employment at any time for
any reason whatsoever without liability to the Company, any Parent or any of its
Subsidiaries.
9. The Company and the Optionee agree that they will both be
subject to and bound by all of the terms and conditions of the Plan, a copy of
which is attached hereto and made a part hereof. Any capitalized term not
defined herein shall have the meaning ascribed to it in the Plan. In the event
of a conflict between the terms of this Contract and the terms of the Plan, the
terms of the Plan shall govern.
10. The Optionee represents and agrees that he will comply
with all applicable laws relating to the Plan and the grant and exercise of this
option and the disposition of the shares of Common Stock acquired upon exercise
of the option, including without limitation, federal and state securities and
"blue sky" laws.
11. This option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee or the Optionee's
legal representatives.
12. This Contract shall be binding upon and inure to the
benefit of any successor or assign of the Company and to any heir, distributee,
executor, administrator or legal representative entitled to the Optionee's
rights hereunder.
13. This Contract shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to the conflicts of law provisions.
14. The invalidity, illegality or unenforceability of any
provision herein shall not affect the validity, legality or enforceability of
any other provision, all of which shall be valid, legal and enforceable to the
fullest extent permitted by applicable law.
15. The Optionee agrees that the Company may amend the Plan
and the options granted to the Optionee under the Plan, subject to the
limitations contained in the Plan.
16. Notwithstanding anything to the contrary of Section 8 of
the Plan, the Optionee agrees that if the Optionee's relationship with the
Company, its Subsidiaries and Parent, is or has been terminated for any reason
(other than as a result of death or Disability), the Optionee may exercise this
option, to the extent exercisable on the date of termination, at any time within
thirty (30) days after the date of termination, but not thereafter and in no
event after the date the option would otherwise have expired; PROVIDED, HOWEVER,
that if such relationship is terminated either (a) for Cause, or (b) without the
consent of the Company, this option shall terminate immediately.
IN WITNESS WHEREOF, the parties hereto have executed this
Contract as of the day and year first above written.
IMAGING TECHNOLOGIES CORPORATION
By:
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Name:
Title:
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[OPTIONEE NAME]
