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EXHIBIT 10.22
THE SHARES ISSUABLE PURSUANT TO THIS AGREEMENT ARE SUBJECT TO AN OPTION
TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1998 STOCK
OPTION PLAN AND THIS AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF
SUCH PLAN IS AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS
PRINCIPAL EXECUTIVE OFFICES.
COOPERATIVE COMPUTING HOLDING COMPANY, INC.
1998 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR ELIGIBLE EMPLOYEES
INSERT DATE
INSERT NAME OF RECIPIENT
Re: Grant of Stock Option
Dear FIRST NAME:
The Board of Directors of Cooperative Computing Holding
Company, Inc. (the "Company") has adopted the Company's 1998 Stock Option Plan
(the "Plan") for certain individuals, directors and key employees of the Company
and its Related Entities and certain non-employees. A copy of the Plan is being
furnished to you concurrently with the execution of this Option Agreement and
shall be deemed a part of this Option Agreement as if fully set forth herein.
Unless the context otherwise requires, all terms defined in the Plan shall have
the same meaning when used herein.
I. The Grant.
(a) Subject to the conditions set forth below, the Company
hereby grants to you, effective as INSERT EFFECTIVE DATE(the "Grant Date"), as a
matter of separate inducement and not in lieu of any salary or other
compensation for your services, the right and option to purchase (the "Option"),
in accordance with the terms and conditions set forth herein and in the Plan, an
aggregate of INSERT NUMBER OF SHARES shares of Common Stock of the Company, (the
"Option Shares"), at the Exercise Price (as hereinafter defined). As used
herein, the term "Exercise
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Price" shall mean a price equal to $5.00 per share, subject to the adjustments
and limitations set forth herein and in the Plan. The Option granted hereunder
is intended to constitute a Non-Qualified Option within the meaning of the Plan;
however, you should consult with your tax advisor concerning the proper
reporting of any federal or state tax liability that may arise as a result of
the grant or exercise of the Option.
2. Exercise.
(a) For purposes of this Option Agreement, the Option Shares
shall be deemed "Nonvested Shares" unless and until they have become "Vested
Shares." The Option Shares shall become "Vested Shares" in accordance with the
vesting schedule set forth in Section 6 (c.) of the Plan.
(b) Subject to the relevant provisions and limitations
contained herein and in the Plan, you may exercise the Option to purchase all or
a portion of the applicable number of Vested Shares at any time prior to the
termination of the Option pursuant to this Option Agreement. In no event shall
you be entitled to exercise the Option for any Nonvested Shares or for a
fraction of a Vested Share.
(c) The unexercised portion of the Option, if any, will
automatically, and without notice, terminate and become null and void upon the
expiration of ten (10) years from the Grant Date.
(d) Any exercise by you of the Option shall be in writing
addressed to the Secretary of the Company at its principal place of business (a
copy of the form of exercise to be used will be available upon written request
to the Secretary), and shall be accompanied by a certified or bank check payable
to the order of the Company in the full amount of the Exercise Price of the
shares so purchased, or in such other manner as described in the Plan and
approved by the Committee.
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3. Termination of Employment.
Upon the termination of your employment with the Company and
any Related Entity, you may, until the earlier of (x) 30 days from the date of
such termination or (y) the expiration of the Option in accordance with its
terms, exercise the Option with respect to all or any part of the Vested Shares
which you were entitled to purchase immediately prior to such termination and,
thereafter, the Option shall, to the extent not previously exercised,
automatically terminate and become null and void, provided that:
(a) in the case of termination of your employment with
the Company or any Related Entity due to death, your
estate (or any Person who acquired the right to
exercise such Option by bequest or inheritance or
otherwise by reason of your death) may, until the
earlier of (x) the 181st day after the date of death
or (y) the expiration of the Option in accordance
with its terms, exercise the Option with respect to
all or any part of the Vested Shares which you were
entitled to purchase immediately prior to the time of
your death;
(b) in the case of termination of your employment with
the Company or any Related Entity due to Disability,
you or your legal representative may, until the
earlier of (x) the 181st day after the date your
employment was terminated or (y) the expiration of
the Option in accordance with its terms, exercise the
Option with respect to all or any part of the Vested
Shares which you were entitled to purchase
immediately prior to the time of such termination;
and
(c) in the case of termination of your employment with
the Company or any Related Entity (i) for Good Cause
(as determined by the Committee in its sole judgment
in accordance with the Plan), (ii) your removal from
office as a director of the Company or of any Related
Entity for cause by action of the stockholders of the
Company or such Related Entity in accordance with the
by-laws of the Company or such Related Entity, as
applicable, and the corporate law of the
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jurisdiction of incorporation of the Company or such
Related Entity or (iii) as a result of the voluntary
termination by you of your employment without the
consent of the Company or any Related Entity, then
you shall immediately forfeit your rights under the
Option except as to those Option Shares already
purchased.
4. Transferability.
Except as provided in Section 6 hereof, the Option and any
rights or interests therein are not assignable or transferable by you except by
will or the laws of descent and distribution, and during your lifetime, the
Option shall be exercisable only by you or, in the event that a legal
representative has been appointed in connection with your Disability, such legal
representative.
5. Registration.
The Company shall not in any event be obligated to file any
registration statement under the Securities Act or any applicable state
securities laws to permit exercise of the Option or to issue any Common Stock in
violation of the Securities Act or any applicable state securities laws. You (or
in the event of your death or, in the event a legal representative has been
appointed in connection with your Disability, the Person exercising the Option)
shall, as a condition to your right to exercise the Option, deliver to the
Company an agreement or certificate containing such representations, warranties
and covenants as the Company may deem necessary or appropriate to ensure that
the issuance of the Option Shares pursuant to such exercise is not required to
be registered under the Securities Act or any applicable state securities laws.
Certificates for Option Shares, when issued, shall have
substantially the following legend, or statements of other applicable
restrictions, endorsed thereon, and may not be immediately transferable:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED
FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF
UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE
ISSUER (WHICH, IN THE
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DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE,
TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE
FEDERAL OR STATE LAWS.
The foregoing legend may not be required for Option Shares
issued pursuant to an effective registration statement under the Securities Act
and in accordance with applicable state securities laws.
6. Purchase Option.
(a) If in accordance with the terms of the Plan, the Company
shall have the option (the "Purchase Option") to purchase, and, if the option is
exercised, you (or your executor or the administrator of your estate or the
Person who acquired the right to exercise the Option by bequest or inheritance
in the event of your death, or your legal representative in the event of your
incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall
sell to the Company and/or its assignee(s), all or any portion (at the Company's
option) of the Option Shares and/or the Option held by the Grantor (such Option
Shares and Option collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of
the exercise of the Purchase Option within one (1) year from the date the
Purchase Option arises under the terms of the Plan. Such notice shall state the
number of Purchasable Shares to be purchased and the determination of the Board
of Directors of the per share purchase price of such Purchasable Shares. If no
notice is given within the time limit specified above, the Purchase Option shall
terminate.
(c) The purchase price to be paid for the Purchasable Shares
purchased pursuant to the Purchase Option shall be, in the case of any Option
Shares, the Fair Market Value per share as of the date of notice of exercise of
the Purchase Option times the number of shares being purchased, and in the case
of the Option, the Fair Market Value per share times the number of Vested Shares
subject to such Option which are being purchased, less the applicable per share
Exercise Price; provided, however, that in the event that your employment with
the Company is terminated in a manner contemplated by Section 3(c), then the
foregoing calculation shall be made using the lower of (i) the Fair Market Value
per share and (ii) the Exercise Price per share in respect of the Purchasable
Shares. The purchase price
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shall be paid in cash. The closing of such purchase shall take place at the
Company's principal executive offices within ten (10) days after the purchase
price has been determined. At such closing, the Grantor shall deliver to the
purchaser(s) the certificates or instruments evidencing the Purchasable Shares
being purchased, duly endorsed (or accompanied by duly executed stock powers)
and otherwise in good form for delivery, against payment of the purchase price
by check of the purchaser(s). In the event that, notwithstanding the foregoing,
the Grantor shall have failed to obtain the release of any pledge or other
encumbrance on any Purchasable Shares by the scheduled closing date, at the
option of the purchaser(s) the closing shall nevertheless occur on such
scheduled closing date, with the cash purchase price being reduced to the extent
of all unpaid indebtedness for which such Purchasable Shares are then pledged or
encumbered.
(d) To assure the enforceability of the Company's rights under
this Section 7, each certificate or instrument representing Option Shares
subject to this Option Agreement shall bear a conspicuous legend in
substantially the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN
OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE
COMPANY'S 1998 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT
ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND
OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE
COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
7. Miscellaneous.
This Option Agreement is subject to all the terms, conditions,
limitations and restrictions contained in the Plan. In the event of any conflict
or inconsistency between the terms hereof and the terms of the Plan, the terms
of the Plan shall be controlling.
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Please indicate your acceptance of all the terms and
conditions of the Option and the Plan by signing and returning a copy of this
Option Agreement.
Very truly yours,
COOPERATIVE COMPUTING
HOLDING COMPANY, INC.
By:
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Its:
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ACCEPTED:
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Signature of Optionee
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INSERT NAME OF RECEPIENT
Date:
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