MTM TECHNOLOGIES, INC.
2004 EQUITY INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
MTM Technologies, Inc., a New York corporation formerly known as
Micros-to-Mainframes, Inc. (the "Company"), pursuant to the
Micros-to-Mainframes, Inc. 2004 Equity Incentive Plan (the "Plan"), has granted
to _______________(the "Optionee") a stock option (the "Option") to purchase a
total of ________ shares (the "Shares") of the common stock, par value $._____
per share (the "Common Stock"), of the Company, at the exercise price of $_____
per Share (the "Exercise Price"), on the terms and conditions set forth herein
and, in all respects, subject to the terms and conditions of the Plan. The date
of grant of the Option is _________, ____ (the "Date of Grant").
The Option is intended to be an incentive stock option ("ISO") within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). However, to the extent that the aggregate fair market value of the
Common Stock with respect to which ISOs are exercisable for the first time by
Optionee during any calendar year under all plans of the Company exceeds
$_______, that portion of the Option in excess of such $_______ limitation shall
be treated as an option that does not qualify as an ISO. Unless otherwise
defined herein, capitalized terms defined in the Plan shall have the same
defined meanings herein.
1. DURATION.
Subject to the earlier termination as provided herein or under the Plan,
the Option shall expire at the close of business on ______________, 2014.
2. ANTI-DILUTION PROVISIONS.
(a) If there is any stock dividend, stock split, or combination of shares
of Common Stock, the number and amount of Shares then subject to the Option
shall be proportionately and appropriately adjusted as determined by the
Committee, whose determination shall be final, conclusive and binding upon
Optionee and the Company.
(b) If there is any other change in the Common Stock, including a
recapitalization, reorganization, sale or exchange of assets, exchange of
shares, offering of subscription rights, or a merger or consolidation, whether
or not the Company is the surviving corporation, an adjustment, if any, shall be
made in the number and kind of shares that may be acquired upon exercise of the
Option and to the Exercise Price of the Option as the Board or Committee may
deem equitable, and whose determination shall be final, conclusive and binding
upon Optionee and the Company. Failure of the Board or the Committee to provide
for an adjustment pursuant to this subparagraph prior to the effective date of
any Company action referred to herein shall be conclusive evidence that no
adjustment is required in consequence of such action.
3. INVESTMENT REPRESENTATION AND LEGEND OF CERTIFICATES.
Optionee acknowledges and agrees that, for any period in which a
registration statement with respect to the Option and/or Shares under the
Securities Act is not effective, Optionee shall hold the Option and will
purchase and/or own the Shares for investment and not for resale or
distribution. The Company shall have the right to place upon the face and/or
reverse side of any stock certificate or certificates evidencing the Shares such
legend as the Committee may prescribe for the purpose of preventing disposition
of such Shares in violation of the Securities Act.
4. NON-TRANSFERABILITY.
The Option shall not be transferable by Optionee other than by will or
by the laws of descent or distribution, and is exercisable during the lifetime
of Optionee only by Optionee. The terms of this agreement shall be binding upon
the executors, administrators, heirs, successors and assigns of Optionee.
5. CERTAIN RIGHTS NOT CONFERRED BY OPTION.
Optionee shall not, by virtue of holding the Option, be entitled to
any rights of a shareholder in the Company.
6. EXPENSES.
The Company shall pay all original issue and transfer taxes with
respect to the issuance of the Shares pursuant hereto and all other fees and
expenses necessarily incurred by the Company in connection therewith.
7. EXERCISE OF OPTIONS.
(a) The Option shall become exercisable as follows:
(i) On the first anniversary of the Date of Xxxxx, the Option shall
become exercisable to the extent of _____ Shares;
(ii) On the second anniversary of the Date of Grant, the Option shall
become exercisable to the extent of _____ Shares (in addition to
any Shares made exercisable pursuant to subparagraph (a)(i) of
this section 7);
(iii) On the third anniversary of the Date of Grant, the Option shall
become exercisable to the extent of _____ Shares (in addition to
any Shares made exercisable pursuant to subparagraphs (a)(i) and
(a)(ii) of this Section 7); and
(iv) On the fourth anniversary of the Date of Grant, the Option shall
become exercisable to the extent of _____ Shares (in addition to
any Shares made exercisable pursuant to subparagraphs (a)(i),
(a)(ii) and (a)(iii) of this section 7).
(b) The Option shall be exercisable, in whole or part and from time to
time, by written notice of such exercise, delivered to the Chief Executive
Officer or General Counsel of the Company, at the Company's principal office by
personal delivery, against written receipt therefor, or by pre-paid, certified
or registered mail, return receipt requested. Such notice shall specify the
number of Shares for which the Option is being exercised (which number, if less
2
than all of the Shares then subject to exercise, shall be fifty (50) or an
integral multiple thereof) and shall be accompanied by payment of the full
exercise price for the Shares for which the Option is being exercised.
(c) The form of payment of the Exercise Price for Shares purchased pursuant
to the Option shall consist of (i) cash, (ii) check (subject to collection),
(iii) by any of the methods enumerated in paragraphs (a), (b), (d) and/or (e) of
section 10.1 of the Plan or (iv) any combination of such methods of payment.
(d) No Shares shall be delivered upon exercise of the Option until all
laws, rules and regulations which the Committee may deem applicable have been
complied with. If a registration statement under the Securities Act is not then
in effect with respect to the shares issuable upon such exercise, the Company
may require as a condition precedent that Optionee, upon exercising the Option,
deliver to the Company a written representation and undertaking, satisfactory in
form and substance to the Committee, that, among other things, Optionee is
acquiring the shares for her own account for investment and not with a view to
the distribution thereof.
(e) Optionee shall not be considered a record holder of the Shares so
purchased for any purpose until the date on which Optionee is actually recorded
as the holder of such Shares in the records of the Company.
(f) In the event of (x) Optionee's termination for Cause, (y) Optionee's
voluntary termination of Optionee's employment with the Company or (z)
Optionee's death or Disability, the exercisability of the Option shall be
subject to the provisions of section 5.7 of the Plan.
8. ACCEPTANCE OF THE TERMS AND CONDITIONS OF THE PLAN.
The acceptance by Optionee of this Stock Option Award Agreement and the
Option shall constitute the acceptance of and agreement to all of the terms
and conditions contained herein and in the Plan.
9. CONTINUED EMPLOYMENT.
Nothing herein shall be deemed to create any employment or guaranty of
continued employment or limit in any way the Company's right to terminate
Optionee's employment at any time.
10. EARLY DISPOSITION OF STOCK.
Optionee understands that if Optionee disposes of any Shares received
under the Option within two years after the Date of Grant or within one year
after such Shares were transferred to Optionee, Optionee may be treated for
federal and state income tax purposes as having received ordinary income at the
time of such disposition as determined in accordance with the Code and
applicable state law. Optionee hereby agrees to notify the Company in writing
within thirty days after the date of any such disposition. Optionee authorizes
the Company to withhold tax from Optionee's current compensation with respect to
any income recognized as a result of any such disposition.
MTM TECHNOLOGIES, INC.
By:
------------------------------------
Name:
Title:
3
OPTIONEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS STOCK OPTION AWARD
AGREEMENT, NOR IN THE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL
CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY
THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.
Optionee acknowledges receipt of a copy of the Plan and certain
information related thereto and represents that Optionee is familiar with the
terms and provisions thereof, and hereby accepts the Option subject to all of
the terms and provisions thereof. Optionee has reviewed the Plan and this
agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this agreement and fully understands all of the terms
and provisions of the Option and this agreement. Optionee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Committee upon any questions rising under the Plan. Optionee further agrees to
notify the Company upon any change in the residence address indicated below.
Accepted and agreed
as of the Date of Grant:
By:
---------------------------------
Name:
---------------------------------
Address:
---------------------------------
---------------------------------
4
