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EXHIBIT 10.3
CAMINUS CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
GRANTED UNDER 1999 STOCK INCENTIVE PLAN
1. Grant of Option.
This agreement evidences the grant by Caminus Corporation, a Delaware
corporation (the "Company"), on the Grant Date indicated on the preceding
Certificate of Stock Option Grant (the "Certificate") to an employee of the
Company (the "Participant"), of an option to purchase, in whole or in part, on
the terms provided herein and in the Company's 1999 Stock Incentive Plan (the
"Plan"), the total number of shares (the "Shares") of common stock, $0.01 par
value per share, of the Company ("Common Stock") indicated on the Certificate,
at the price per Share indicated on the Certificate. Unless earlier terminated,
this option shall expire on the Final Exercise Date.
It is intended that the option evidenced by this agreement shall be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended and any regulations promulgated thereunder (the "Code"). Except
as otherwise indicated by the context, the term "Participant", as used in this
option, shall be deemed to include any person who acquires the right to exercise
this option validly under its terms.
2. Vesting Schedule.
This option will become exercisable ("vest") as per the Vesting Schedule
indicated on the Certificate.
The right of exercise shall be cumulative so that to the extent the option
is not exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to all shares for
which it is vested until the earlier of the Final Exercise Date or the
termination of this option under Section 3 hereof or the Plan.
3. Exercise of Option.
(a) Form of Exercise. Each election to exercise this option shall be in
writing, signed by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the manner
provided in the Plan. The Participant may purchase less than the number of
shares covered hereby, provided that no partial exercise of this option may be
for any fractional share or for fewer than ten whole shares.
(b) Continuous Relationship with the Company Required. Except as otherwise
provided in this Section 3, this option may not be exercised unless the
Participant, at the time he or she exercises this option, is, and has been at
all times since the Grant Date, an employee, officer or director of, or
consultant or advisor to, the Company or any parent or subsidiary of the Company
as defined in Section 424(e) or (f) of the Code (an "Eligible Participant").
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(c) Termination of Relationship with the Company. If the Participant
ceases to be an Eligible Participant for any reason, then, except as provided in
paragraphs (d) and (e) below, the right to exercise this option shall terminate
30 days after such cessation (but in no event after the Final Exercise Date),
provided, that, this option shall be exercisable only to the extent that the
Participant was entitled to exercise this option on the date of such cessation.
Notwithstanding the foregoing, if the Participant, prior to the Final Exercise
Date, violates the non-competition or confidentiality provisions of the Plan or
any employment contract, confidentiality and nondisclosure agreement or other
agreement between the Participant and the Company, the right to exercise this
option shall terminate immediately upon such violation.
(d) Exercise Period Upon Death or Disability. If the Participant dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
the Final Exercise Date while he or she is an Eligible Participant and the
Company has not terminated such relationship for "cause" as specified in
paragraph (e) below, this option shall be exercisable, within the period of six
months following the date of death or disability of the Participant by the
Participant, provided, that, this option shall be exercisable only to the extent
that this option was exercisable by the Participant on the date of his or her
death or disability, and further provided that this option shall not be
exercisable after the Final Exercise Date.
(e) Discharge for Cause. If the Participant, prior to the Final Exercise
Date, is discharged by the Company for "cause" (as defined below), the right to
exercise this option shall terminate immediately upon the effective date of such
discharge. "Cause" shall mean, with respect to any Participant who has entered
into an employment or consulting agreement with the Company, a material breach
of such agreement by the Participant, or if such agreement provides for
termination for cause, the definition of "cause" set forth in such agreement.
With respect to any other Participant, "cause" shall mean (i) conviction or
pleading guilty (including a plea of nolo contendere) with respect to the
commission of a felony, (ii) acts of dishonesty or moral turpitude which are
materially detrimental to the Company and/or its affiliates as determined in
good faith by the Board, (iii) failure of the Participant to obey the reasonable
and lawful orders of the Board or the chief executive officer of the Company
after written demand that the Participant do so, (iv) gross negligence by the
Participant in the performance of, or willful disregard by the Participant of,
the Participant's obligations to the Company, or (v) the breach by the
Participant of any of the Participant's obligations of confidentiality with
respect to the Company. The Participant shall be considered to have been
discharged for "cause" if the Company determines, within 30 days after the
Participant's resignation, that discharge for cause was warranted.
(f) Terminations After an Acquisition Event. If, on or prior to the first
anniversary of an Acquisition Event (as defined in the Plan), the Participant
terminates his or her employment for Good Reason (as defined in the Plan) or is
terminated without Cause (as defined above) by the surviving or acquiring
corporation, then any unvested portion of this option shall become immediately
vested and exercisable in full.
4. Withholding.
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No Shares will be issued pursuant to the exercise of this option unless
and until the Participant pays to the Company, or makes provision satisfactory
to the Company for payment of, any federal, state or local withholding taxes
required by law to be withheld in respect of this option.
5. Nontransferability of Option.
This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.
6. Disqualifying Disposition.
If the Participant disposes of Shares acquired upon exercise of this
option within two years from the Grant Date or one year after such Shares were
acquired pursuant to exercise of this option, the Participant shall notify the
Company in writing of such disposition.
7. Provisions of the Plan.
This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option.
IN WITNESS WHEREOF, the Company has caused this option to be executed under its
corporate seal by its duly authorized officer. This option shall take effect as
a sealed instrument.
CAMINUS CORPORATION
PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof. The undersigned hereby acknowledges receipt of a copy of the
Company's 1999 Stock Incentive Plan.
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