QRS CORPORATION
STOCK OPTION ASSUMPTION AGREEMENT
UNDER
ROCKPORT TRADE SYSTEMS, INC.
STOCK OPTION PLAN
OPTIONEE: < < Employee > >,
STOCK OPTION ASSUMPTION AGREEMENT effective as of the [___]
day of April, 2000.
WHEREAS, the undersigned individual ("Optionee") holds one
or more outstanding options to purchase shares of the common stock of
RockPort Trade Systems, Inc., a Massachusetts corporation ("RockPort"), which
were granted to Optionee under the RockPort Trade Systems, Inc. Stock Option
Plan (the "Plan").
WHEREAS, each of those options are evidenced by a Stock
Option Agreement (the "Option Agreement") issued to the Optionee under such
Plan.
WHEREAS, QRS Corporation, a Delaware corporation ("QRS"),
pursuant to an Agreement and Plan of Reorganization by and between QRS and
RockPort (the "Acquisition Agreement"), acquired substantially all of the
assets of RockPort (the "Acquisition").
WHEREAS, the provisions of the Acquisition Agreement
require RockPort's obligations under each outstanding option under the Plan
to be assumed by QRS at the consummation of the Acquisition and the holder of
each such outstanding option to be issued an agreement evidencing the
assumption of that options.
WHEREAS, pursuant to the provisions of the Acquisition
Agreement, the exchange ratio (the "Exchange Ratio") in effect for the
Acquisition is .06518001 shares of QRS common stock ("QRS Stock") for each
outstanding share of RockPort common stock ("RockPort Stock").
WHEREAS, the purpose of this Agreement is to evidence the
assumption by QRS of the outstanding options held by Optionee under the Plan
at the consummation of the Acquisition (the "Effective Time") and to reflect
certain adjustments to those options which have become necessary in
connection with their assumption by QRS in the Acquisition.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of RockPort Stock subject to the
options held by Optionee immediately prior to the Effective Time (the
"RockPort Options") and the exercise price payable per share in effect for
those options are set forth below. QRS hereby assumes, as of the Effective
Time, all the duties and obligations of RockPort under each of the RockPort
Options.
In connection with such assumption, the number of shares of QRS Stock
purchasable under each RockPort Option hereby assumed and the exercise price
payable thereunder have been adjusted to reflect the Exchange Ratio.
Accordingly, the number of shares of QRS Stock subject to each RockPort
Option hereby assumed shall be as specified for that option below, and the
adjusted exercise price payable per share of QRS Stock under the assumed
RockPort Option shall also be as indicated for that option below.
------------------------------------------------------------ ---------------------------------------------------------
AIM STOCK OPTIONS NETZERO ASSUMED OPTIONS
------------------------------------------------------------ ---------------------------------------------------------
------------------------------- ---------------------------- ------------------------ --------------------------------
# of Shares of RockPort Exercise Price # of Shares of QRS Adjusted Exercise
Common Stock per Share Common Stock Price per Share
------------------------------- ---------------------------- ------------------------ --------------------------------
$ $
------------------------------- ---------------------------- ------------------------ --------------------------------
2. The intent of the foregoing adjustments to each assumed
RockPort Option is to assure that the spread between the aggregate fair
market value of the shares of QRS Stock purchasable under each such option
and the aggregate exercise price as adjusted pursuant to this Agreement will,
immediately after the consummation of the Acquisition, be not less than the
spread which existed, immediately prior to the Acquisition, between the then
aggregate fair market value of the RockPort Stock subject to the RockPort
Option and the aggregate exercise price in effect at such time under the
Option Agreement. Such adjustments are also intended to preserve, immediately
after the Acquisition, on a per share basis, the same ratio of the exercise
price per option share to the fair market value per share which existed under
the RockPort Option immediately prior to the Acquisition.
3. The following provisions shall govern each RockPort
Option hereby assumed by QRS:
(a) Unless the context otherwise requires, all
references in each Option Agreement hereby assumed by QRS and in the
Plan (to the extent incorporated into such Option Agreement) shall be
adjusted as follows: (i) all references to the "Company" shall mean
QRS, (ii) all references to "Shares" or shares of "Common Stock" shall
mean shares of QRS Stock, (iii) all references to the "Board" shall
mean the Board of Directors of QRS and (iv) all references to the
"Committee" or "Administrator" shall mean the Compensation Committee of
the QRS Board of Directors.
(b) The grant date and the expiration date of each
assumed RockPort Option and all other provisions which govern either
the exercise or the termination of the assumed RockPort Option shall
remain the same as set forth in the Option Agreement applicable to that
option, and the provisions of the Option Agreement shall accordingly
govern and control Optionee's rights under this Agreement to purchase
QRS Stock.
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(c) Pursuant to the terms of the Option Agreement,
none of the assumed RockPort Options shall vest or become exercisable
on an accelerated basis upon the consummation of the Acquisition.
Accordingly, each RockPort Option assumed by QRS shall continue to vest
and become exercisable for any remaining unvested shares of QRS Stock
subject to that option in accordance with the same installment vesting
schedule in effect under the applicable Option Agreement immediately
prior to the Effective Time; PROVIDED, however, that the number of
shares subject to each such installment shall be adjusted to reflect
the Exchange Ratio.
(d) For purposes of applying any and all provisions
of the Option Agreement and/or the Plan relating to Optionee's status
as an employee or a consultant of RockPort, Optionee shall be deemed to
continue in such employee or a consultant status for so long as
Optionee renders services to QRS (or any present or future QRS parent
or subsidiary corporation) as an employee or a consultant. Accordingly,
the provisions of the Option Agreement governing the termination of the
assumed RockPort Options upon Optionee's cessation of employee or
consultant status shall hereafter be applied on the basis of Optionee's
cessation of employee or consultant status with QRS and its parent or
subsidiary corporations, and each assumed RockPort Option shall
accordingly terminate, within the designated time period in effect
under the Option Agreement for that option, following such cessation of
employee or a consultant status.
(e) The adjusted exercise price payable for the QRS
Stock subject to each assumed RockPort Option shall be payable in any
of the forms authorized under the Option Agreement applicable to that
option. For purposes of determining the holding period of any shares of
QRS Stock delivered in payment of such adjusted exercise price, the
period for which such shares were held as RockPort Stock prior to the
Acquisition shall be taken into account.
(f) In order to exercise each assumed RockPort
Option, Optionee must deliver to QRS a written notice of exercise in
which the number of shares of QRS Stock to be purchased thereunder must
be indicated. The exercise notice must be accompanied by payment of the
adjusted exercise price payable for the purchased shares of QRS Stock
and should be delivered to QRS at the following address:
QRS Corporation
0000 Xxxxxx Xxx Xxxxx
Xxxxxxxx, XX 00000
Attention: Corporate Secretary
4. Except to the extent specifically modified by this
Option Assumption Agreement, all of the terms and conditions of each Option
Agreement as in effect immediately prior to the Acquisition shall continue in
full force and effect and shall not in any way be amended, revised or
otherwise affected by this Stock Option Assumption Agreement.
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IN WITNESS WHEREOF, QRS Corporation has caused this Stock
Option Assumption Agreement to be executed on its behalf by its
duly-authorized officer as of the [___] day of April, 2000.
QRS CORPORATION
By: ______________________________________
Title: ___________________________________
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock
Option Assumption Agreement and understands that all rights and liabilities
with respect to each of his or her RockPort Options hereby assumed by QRS
Corporation are as set forth in the Option Agreement, the Plan (to the extent
incorporated in such Option Agreement ) and such Stock Option Assumption
Agreement.
__________________________________________
OPTIONEE
DATED: __________________, _____
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