MTM TECHNOLOGIES, INC. STOCK OPTION AWARD AGREEMENT
EXHIBIT
10.20
2004
EQUITY INCENTIVE PLAN
MTM
Technologies, Inc., a New York corporation formerly known as
Micros-to-Mainframes, Inc. (the "Company"), pursuant to the
Micros-to-Mainframes, Inc. 2004 Equity Incentive Plan (the "Plan"), has granted
to _________________
(the
"Optionee") a stock option (the "Option") to purchase a total of __________
shares
(the "Shares") of the common stock, par value $.01 per share (the "Common
Stock"), of the Company, at the exercise price of $
__________
per
Share (the "Exercise Price"), on the terms and conditions set forth herein
and,
in all respects, subject to the terms and conditions of the Plan. The date
of
grant of the Option is _________________
(the
"Date of Grant"). The Option is intended to be an incentive stock option
("ISO")
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"); provided, however, to the extent that the aggregate
fair
market value of the Common Stock with respect to which ISO's are exercisable
for
the first time by Optionee during any calendar year under all plans of the
Company and its Parent and all subsidiaries exceed $100,000, only that portion
of the Option in excess of such $100,000 limitation shall be treated as an
option that does not qualify as an ISO under the Code. Unless otherwise defined
herein, capitalized terms defined in the Plan shall have the same defined
meanings herein.
1.
Duration.
Subject
to the earlier termination as provided herein or under the Plan, the Option
shall expire at the close of business on ____________
(the
“Termination Date”).
2.
Written Notice of Exercise.
The
Option may be exercised only by delivery to the General Counsel or Secretary
of
the Company, the Company’s principal executive offices, of a written notice of
exercise substantially in the form described in section 8 hereof.
3.
Anti-Dilution Provisions.
(a)
If
there is any stock dividend, stock split, or combination of shares of Common
Stock, the number and amount of Shares then subject to the Option shall be
proportionately and appropriately adjusted as determined by the Committee,
whose
determination shall be final, conclusive and binding upon Optionee and the
Company.
(b)
If
there is any other change in the Common Stock, including a recapitalization,
reorganization, sale or exchange of assets, exchange of shares, offering
of
subscription rights, or a merger or consolidation, whether or not the Company
is
the surviving corporation, an adjustment, if any, shall be made in the Shares
then subject to the Option as the Board or Committee may deem equitable,
and
whose determination shall be final, conclusive and binding upon Optionee
and the
Company. Failure of the Board or the Committee to provide for an adjustment
pursuant to this subparagraph prior to the effective date of any Company
action
referred to herein shall be conclusive evidence that no adjustment is required
in consequence of such action.
(c)
If
the Company is merged into or consolidated with any other corporation and
the
Company is not the surviving corporation, or if it sells all or substantially
all of its assets to any other corporation, then either (i) the Company shall
cause provisions to be made for the continuance of the Option after such
event,
or for the substitution for the Option of an option covering the number and
class of securities which the Optionee would have been entitled to receive
in
such merger or consolidation by virtue of such sale if the Optionee has been
the
holder of record of a number of shares of Common Stock equal to the number
of
Shares covered by the unexercised portion of the Option, or (ii) the Company
shall give to Optionee written notice of its election not to cause such
provision to be made and the Option shall become exercisable in full (or,
a the
election of the Optionee, in part) at any time during a period of forty-five
(45) days, to be designated by the Company, ending not more than ten (10)
days
prior to the effective date of the merger, consolidation or sale, in which
case
the Option shall not be exercisable to any extent after the expiration of
such
forty-five (45) day period. In no event, however, shall the Option be
exercisable after the Termination Date.
4.
Investment Representation and Legend Certificates.
Optionee
acknowledges and agrees that, for any period in which a registration statement
with respect to the Option and/or Shares under the Securities Act, is not
effective, Optionee shall hold the Option and will purchase and/or own the
Shares for investment and not for resale or distribution. The Company shall
have
the right to place upon the face and/or reverse side of any stock certificate
or
certificates evidencing the Shares such legend as the Committee may prescribe
for the purpose of preventing disposition of such Shares in violation of
the
Securities Act.
5.
Non-Transferability.
The
Option shall not be transferable by Optionee other than by will or by the
laws
of descent or distribution, and is exercisable during the lifetime of Optionee
only by Optionee. The terms of this agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of
Optionee.
6.
Certain Rights Not Conferred by Option.
Optionee
shall not, by virtue of holding the Option, be entitled to any rights of
a
shareholder in the Company.
7.
Expenses.
The
Company shall pay all original issue and transfer taxes with respect to the
issuance of the Shares pursuant hereto and all other fees and expenses
necessarily incurred by the Company in connection therewith.
8.
Exercise of Options.
(a)
The
Option shall become exercisable as follows:
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(i)
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On
the first anniversary of the Date of Grant, the Option shall become
exercisable to the extent of _________________ Shares;
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(ii)
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On
the second anniversary of the Date of Grant, the Option shall become
exercisable to the extent of _________________
Shares (in addition to any Shares made exercisable pursuant to
subparagraph (a)(i) of this section
8);
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(iii)
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On
the third anniversary of the Date of Xxxxx, the Option shall become
exercisable to the extent of _________________
Shares (in addition to any Shares made exercisable pursuant to
subparagraphs (a)(i) and a(ii) of this Section 8); and
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(iv)
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On
the fourth anniversary of the Date of Grant, the Option shall become
exercisable to the extent of _________________
Shares (in addition to any Shares made exercisable pursuant to
subparagraphs (a)(i), (a)(ii) and (a)(iii) of this section
8).
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(b)
Notwithstanding the exercisability schedule set forth in paragraph (a) of
this
section 8, the Option shall become fully exercisable, and shall remain
exercisable up to and including the Termination Date in the event of either
(i)
the termination of Optionee’s employment by the Company for any reason other
than termination by the Company for “cause” or (ii) termination of Optionee’s
employment by Optionee for “good reason” as such terms are defined in the
Severance Letter, dated
(the”
Severance Letter”), between the Company and Optionee, as in effect on the Date
of Grant without giving effect to any termination, amendment or modification
of
the Severance Letter after the Date of Grant that may affect the definitions
of
“cause” and/or “good reason” contained in the Severance Letter. If, as a result
of such a termination of employment event and to the extent applicable under
the
Code, the Option no longer qualifies as an ISO, the Option (or such applicable
portion) shall be treated as an option that does not qualify as an ISO under
the
Code.
(c)
The
Option shall be exercisable, in whole or part and from time to time, by written
notice of such exercise, delivered to the General Counsel or Secretary of
the
Company, at the Company's principal office by personal delivery, against
written
receipt therefor, or by pre-paid, certified or registered mail, return receipt
requested. Such notice shall specify the number of Shares for which the Option
is being exercised (which number, if less than all of the Shares then subject
to
exercise, shall be fifty (50) or an integral multiple thereof) and shall
be
accompanied by payment of the full exercise price for the Shares for which
the
Option is being exercised.
(d)
The
form of payment of the Exercise Price for Shares purchased pursuant to the
Option shall consist of (i) cash, (ii) check (subject to collection), (iii)
by
any of the methods enumerated in paragraphs (a), (b), (d) and/or (e) of section
10.1 of the Plan or (iv) any combination of such methods of
payment.
(e)
No
Shares shall be delivered upon exercise of the Option until all laws, rules
and
regulations which the Committee may deem applicable have been complied with.
If
a registration statement under the Securities Act is not then in effect with
respect to the shares issuable upon such exercise, the Company may require
as a
condition precedent that Optionee, upon exercising the Option, deliver to
the
Company a written representation and undertaking, satisfactory in form and
substance to the Committee, that, among other things, Optionee is acquiring
the
shares for her own account for investment and not with a view to the
distribution thereof.
(f)
Optionee shall not be considered a record holder of the Shares so purchased
for
any purpose until the date on which Optionee is actually recorded as the
holder
of such Shares in the records of the Company.
(g)
In
the event of (x) Optionee's termination for “cause” (as defined in the Severance
Letter as in effect on the Date of Grant without giving effect to any
termination, amendment or modification of the Severance Letter after the
Date of
Grant that may affect the definition of “cause” contained in the Severance
Letter), (y) Optionee's voluntary termination of Optionee's employment with
the
Company other than for “good reason” (as defined in the Severance Letter as in
effect on the Date of Grant without giving effect to any termination, amendment
or modification of the Severance Letter after the Date of Grant that may
affect
the definition of “good reason” contained in the Severance Letter), or (z)
Optionee's death or Disability, the exercisability of the Option shall be
subject to the provisions of section 5.7 of the Plan.
9.
Acceptance of the Terms and Conditions of the Plan.
The
acceptance by Optionee of this Stock Option Award Agreement and the Option
shall
constitute the acceptance of and agreement to all of the terms and conditions
contained herein and in the Plan.
10.
Continued Employment.
Nothing
herein shall be deemed to create any employment or guaranty of continued
employment or limit in any way the Company's right to terminate Optionee's
employment at any time.
11.
Early Disposition of Stock.
Optionee
understands that if Optionee disposes of any Shares received under the Option
within two years after the Date of Grant or within one year after such Shares
were transferred to Optionee, Optionee may be treated for federal and state
income tax purposes as having received ordinary income at the time of such
disposition as determined in accordance with the Code and applicable state
law.
Optionee hereby agrees to notify the Company in writing within thirty days after
the date of any such disposition. Optionee authorizes the Company to withhold
tax from Optionee's current compensation with respect to any income recognized
as a result of any such disposition.
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By:
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Name:
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Title:
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OPTIONEE
ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS STOCK OPTION AWARD AGREEMENT,
NOR
IN THE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON
OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY,
NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S
RIGHT
TO TERMINATE EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.
Optionee
acknowledges receipt of a copy of the Plan and certain information related
thereto and represents that Optionee is familiar with the terms and provisions
thereof, and hereby accepts the Option subject to all of the terms and
provisions thereof. Optionee has reviewed the Plan and this agreement in
their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this agreement and fully understands all of the terms and provisions
of the Option and this agreement. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Committee upon
any
questions rising under the Plan. Optionee further agrees to notify the Company
upon any change in the residence address indicated below.
Accepted
and agreed
as
of the
Date of Grant:
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By:
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Name:
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Address:
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