EXHIBIT 10.3
STATE OF GEORGIA
COUNTY OF GWINNETT
AGREEMENT
THIS AGREEMENT, made and entered into this ____ day of
__________, 19___, by and between OPTIO SOFTWARE, INC., a corporation of the
State of Georgia (hereinafter called the "Company"), and _________________
(hereinafter called "Employee");
W I T N E S S E T H:
WHEREAS, the Company, has employed Employee as ______________
and considers it desirable and in its best interests that Employee be given
an inducement to acquire a proprietary interest in the Company and an added
incentive to advance the interests of the Company in the form of options to
purchase common shares of the Company.
NOW, THEREFORE, IN CONSIDERATION OF Ten ($10.00) dollars paid
in hand, the mutual promises and covenants contained herein, and other good and
valuable consideration, the receipt of which is hereby acknowledged the parties
hereto do hereby agree as follows:
1. PURCHASE OF SHARES. Employee shall be permitted to purchase
up to _______ shares of the common stock of the Company on __________ of each
year this Agreement is in effect, up to a cumulative total of __________ shares.
In the event that Employee fails to purchase the maximum number of sharers in
any year, the excess number of unpurchased shares may be carried over to
successive years and added to the number of shares otherwise available in such
years.
2. PURCHASE PRICE. The purchase price for each share purchased
pursuant to this Agreement shall be _____________ ($_____) cents per share.
3. TIME OF PURCHASE. Shares may be purchased at any time
within thirty (30) days of the date specified in paragraph 1 hereof and the
anniversaries thereof. At the time of purchase, Employee shall deliver to the
Company the purchaser price for the shares and the Company shall make immediate
delivery of such shares, provided that if any law or regulation requires the
Company to take any action with respect to the shares before the issuance
thereof, then the date of delivery of such shares shall be extended for the
period necessary to take such action.
4. TERMINATION OF EMPLOYMENT. (a) In the event that Employee
terminates his employment, whether by death, disability or otherwise, prior to
being employed for seventy-two (72) consecutive months, he shall sell all of his
shares of stock to the Company. The purchase price for the shares shall be the
greater of: (1) the cost basis of the price in the shares; or (2) the book value
of the shares as of the last day of the fiscal years of the Company immediately
preceding or coinciding with the last day of employment. For purposes of this
Agreement, "book value" shall be such amount as determined by the certified
public accountants of the Company in accordance with generally accepted
accounting principles and in accordance with methods used in prior years. Such
determination shall be conclusive on both the Company and Employee. The above
notwithstanding, the purchase price for any shares purchased by Employee less
that twelve (12) months prior to his last day of employment shall be his cost
basis for the shares.
The Company shall purchase the shares within thirty (30) days
following the last day of employment. The purchase price shall be paid in cash;
provided, however, if the purchase price is in excess of $10,000.00, the Company
shall have the right to purchase the same in installments with $10,000.00 to be
paid at purchase and the balance to be paid in annual installments of $10,000.00
each with interest thereon at the rate of ten (10%) percent per annum.
(b) In the event that Employee terminates his employment after
having been employed for seventy-two (72) consecutive months, he shall have the
right to retain his shares or to sell them to the Company in accordance with the
terms and conditions contained above. If the shares are retained, the Company
shall have a right of first refusal with respect to their future disposition.
Said right shall be exercisable as follows: Employee shall provide the Company
with written notice of the name of the prospective purchaser and the terms of
the purchase offer; the Company shall have thirty (30) days from receipt thereof
to match the purchase offer; if the Company fails to match the purchase offer,
Employee shall be permitted to sell his shares to the prospective purchaser.
5. RIGHTS PRIOR TO EXERCISE OF OPTION. The options granted
herein are nontransferable by Employee and Employee shall have no rights as a
shareholder in the option shares until payment of the option price and delivery
to him of such shares as herein provided.
6. TRANSFER OF SHARES. Employee shall not assign, transfer or
pledge any shares that he owns of the Company.
7. STOCK LEGEND. Each stock certificate issued hereunder shall
bear the following legend:
"This certificate and the shares represented
herein are subject to a transfer agreement
with OPTIO SOFTWARE, INC., dated
____________________, 19___. No transfer of
these shares may be made except in accordance
with said Agreement. A copy of the Agreement
may be examined at the office of the
Corporation.
8. BINDING EFFECT. This Agreement shall be binding upon the
heirs, executors, administrators, and successors of the parties hereto.
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9. GOVERNING LAW. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Georgia.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed the day and year first above written.
OPTIO SOFTWARE, INC.
By:
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President
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EMPLOYEE
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