EXHIBIT 10.20
PICIS, INC.
NON-EMPLOYEE DIRECTOR
NONSTATUTORY STOCK OPTION AGREEMENT
This Nonstatutory Stock Option Agreement (this "Agreement") is executed
as of June 27, 2006 (the "Grant Date") by and between Picis, Inc., a Delaware
corporation (the "Company"), and ___________________ (the "Director").
W I T N E S S E T H:
WHEREAS the Board of Directors of the Company has established the 2005
Equity Incentive Plan (the "Plan") for employees and directors of the Company
and its Subsidiaries;
WHEREAS, the Company anticipates that the Plan will promote the best
interests of the Company and its shareholders (i) by providing participants
who have acquired a proprietary interest in the Company with a stronger
incentive to put forth maximum effort for the continued success and growth of
the Company and its subsidiaries, and (ii) by enabling the Company to attract
and retain superior employees and directors; and
WHEREAS, the Company has granted to the Director the right to
participate in the Plan in the manner and subject to the terms provided in
this Agreement and the Plan.
NOW, THEREFORE, in consideration of the benefits that the Company and
its Subsidiary will derive in connection with the services to be rendered by
the Director, the Company and the Director hereby agree as follows:
1. PROVISIONS OF PLAN CONTROL. This Agreement shall be governed by
the provisions of the Plan, the terms and conditions of which are
incorporated herein by reference. The Plan empowers the Administrator to
make interpretations, rules and regulations thereunder, and, in general,
provides that determinations of such Administrator with respect to the Plan
shall be binding upon the Director. Unless otherwise provided herein, all
capitalized words in this Agreement shall have the meaning ascribed to them
in the Plan. A copy of the Plan is attached hereto as EXHIBIT B.
2. OPTION; NUMBER OF SHARES; OPTION PRICE. The Director shall have
the right and option to purchase all or any part of the aggregate number of
Shares set forth on EXHIBIT A attached hereto (the "Option") at the purchase
price per Share set forth on EXHIBIT A attached hereto.
3. VESTING PROVISIONS AND TERM OF OPTION. Except as otherwise
provided in the Plan, the Option shall vest and become exercisable with
respect to the Shares subject thereto in an initial installment of one-third
(1/3) on the first annual anniversary of the Grant Date, with the remainder
to vest and become exercisable in equal annual installments over the
subsequent two (2) years, so that the Option will be fully vested and
exercisable on the third annual anniversary of the Grant Date or, if earlier,
on the date of the third annual meeting of the stockholders of the
Company following the Grant Date; PROVIDED, that the Director continues to
provide services to the Company on each such vesting date. The number of
Shares that will vest on each such vesting date in accordance with the
preceding sentence is set forth on EXHIBIT A attached hereto. If the
Director terminates his or her service as a director of the Company prior to
the third anniversary of the Grant Date, any unvested portion of the Option
will be forfeited, void and of no further effect. Notwithstanding anything
contained herein to the contrary, the Option shall become fully vested and
immediately exercisable if the Director (i) is serving as a director of the
Company upon the Director's death, Disability, Retirement, or upon a Change
in Control or (ii) is not re-elected to serve as a director of the Company
upon the expiration of his or her term as a director, but is in good standing
upon the expiration of such term. In all events, to the extent not
previously exercised according to the terms hereof, the Option shall expire
on the tenth anniversary of the date hereof.
4. TERMINATION OF SERVICE AS A DIRECTOR. Upon termination of the
Director's service as a director of the Company, the Option, to the extent
then vested, shall remain exercisable for one (1) year following the
termination of the Director's service; but in no event shall the Option be
exercisable beyond the date that is ten (10) years after its Grant Date.
Notwithstanding anything herein to the contrary, in the event the Director is
removed from his or position as a director of the Company for Cause, the
Option shall immediately expire upon such removal.
5. METHOD OF EXERCISING OPTION. The Option may be exercised in
whole or in part by delivery to the Company, at its offices in Wakefield,
Massachusetts, of (a) a written notice identifying the Option and stating the
number of Shares with respect to which it is being exercised in the form
attached hereto as EXHIBIT C, and (b) payment in full of the exercise price
of the Shares in accordance with Paragraph 8(e) of the Plan. The written
notice shall be signed by the Director and shall be delivered to the Company
in person, by certified mail with return receipt requested, or by facsimile
to be immediately confirmed by certified mail with return receipt requested.
The Company shall have the right to delay the issue or delivery of any Shares
to be delivered hereunder until (a) the completion of such registration or
qualification of such Shares under federal, state or foreign law, ruling or
regulation as the Company shall deem to be necessary or advisable, or
(b) receipt from the Director of such documents and information as the Company
may deem necessary or appropriate in connection with such registration or
qualification or the issuance of Shares hereunder.
6. DIRECTOR'S REPRESENTATIONS. In the event the Shares have not
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), at the time this Option is exercised, the Director shall, if required
by the Company, concurrently with the exercise of all or any portion of this
Option, deliver to the Company his or her Investment Representation Statement
in form attached hereto as EXHIBIT D.
7. LOCK-UP PERIOD. If so requested by the Company or any
representative of the underwriters (the "Managing Underwriter") in connection
with any registration of the offering of any securities of the Company under
the Securities Act, the Director shall not sell or otherwise transfer any
Shares or other securities of the Company during the 180-day period (or such
other period as may be requested in writing by the Managing Underwriter and
agreed to in writing by the Company) (the "Market Standoff Period") following
the effective date of a registration statement of the Company filed under the
Securities Act. Such restriction shall apply only to the
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first registration statement of the Company to become effective under the
Securities Act that includes securities to be sold on behalf of the Company
to the public in an underwritten public offering under the Securities Act.
The Company may impose stop-transfer instructions with respect to securities
subject to the foregoing restrictions until the end of such Market Standoff
Period.
8. PROHIBITION AGAINST TRANSFER. Except as provided in Paragraph 8
of the Plan, the Option, and the rights and privileges conferred hereby, may
not be transferred by the Director, and shall be exercisable during the
lifetime of the Director only by the Director.
9. NOTICES. Any notice to be given to the Company under the terms
of this Agreement shall be given in writing to the Company in care of its
Secretary at the Company's principal executive offices, which are currently
located at 000 Xxxxxxxxxxxx Xxxxxxx - Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxxxxx
00000. Any notice to be given to the Director may be addressed to her at her
address as it appears on the payroll records of the Company. Any such notice
shall be deemed to have been duly given if and when actually received by the
party to whom it is addressed, as evidenced by a written receipt to that
effect.
10. RIGHTS OF DIRECTOR. This Option does not confer on the Director
any rights to continue service as a director the Company.
11. GOVERNING LAW. This Agreement and all questions arising
hereunder or in connection herewith shall be determined in accordance with
the laws of the State of Delaware, without giving effect to the principles of
conflicts of laws.
IN WITNESS WHEREOF, the Company has caused these presents to be
executed as of the date and year first above written, which is the date of
the granting of the Option evidenced hereby.
By:
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Xxxx Xxxxxxx, CEO
The undersigned Director hereby accepts the foregoing Option and agrees
to the several terms and conditions hereof and of the Plan.
Signature:
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[Name]
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EXHIBIT A
TO NONSTATUTORY STOCK OPTION AGREEMENT DATED JUNE 27, 2006
PICIS, INC.
NOTICE OF GRANT OF STOCK OPTIONS
NAME AND ADDRESS
OPTION INFORMATION
Account Number:
Option Number:
Plan:
Effective June 27, 2006, you have been granted a Non-Qualified Stock Option
to buy _________ shares of the common stock of Picis, Inc. at $_____ per
share.
THE TOTAL OPTION PRICE OF THE SHARES GRANTED IS $_________.
SUBJECT TO SECTION 3 OF THE AGREEMENT, THE SHARES IN EACH PERIOD WILL BECOME
FULLY VESTED ON THE DATE SHOWN.
Vesting Schedule:
SHARES VESTING FULLY VESTED EXPIRATION DATE
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Annually 6/27/2007 6/27/2016
Annually 6/27/2008 6/27/2016
Annually 6/27/2009 6/27/2016
By your signature, you acknowledge and agree that this Notice of Option Grant
is Exhibit A to your
Nonstatutory Stock Option Agreement dated June 27, 2006
(the Agreement) between you and Picis, Inc. and this Option Grant is governed
by the terms and conditions of that Agreement and the Picis, Inc. 2005 Equity
Incentive Plan as amended, all of which are attached and made part of this
document.
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Name Date
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