1
EXHIBIT 99.5
LIGHTSPEED INTERNATIONAL, INC.
1996 STOCK OPTION PLAN
INDIVIDUAL STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION
This Agreement is made this ___th day of ________, 1997, between
LightSpeed International, Inc. (the "Company"), a Virginia corporation, and
NAME~, an employee of the Company (the
"Optionee").
WHEREAS, the Company has adopted and maintains the LightSpeed
International, Inc. 1996 Stock Option Plan (the "Plan") for the benefit of its
officers, employees, consultants and advisors; and
WHEREAS, the Plan provides that the Company's Board of Directors (the
"Board"), may grant options to purchase shares of the Company's common stock to
its officers, employees, consultants and advisors; and
WHEREAS, the Board has determined that the Optionee should be given the
opportunity to acquire a stock ownership interest in the Company pursuant to the
Plan, in order to provide the Optionee with additional incentive and motivation
to contribute to the Company's future growth and continued success, and to
encourage the Optionee to continue to provide services to the Company.
NOW, THEREFORE, the Company and the Optionee agree as follows:
1. Grant of Option.
Pursuant to the provisions of the Plan, the Company
1
2
hereby grants to the Optionee the right and option (the "Option") to purchase
from the Company, on the terms and conditions hereinafter provided, up to a
maximum number of OPTIONS_~ shares of the Company's no par value common stock
(the "Option Shares"). This Option shall be an "Incentive Stock Option" as
defined in the Plan and in Section 422 of the Internal Revenue Code of 1986, as
amended.
2. Exercise Price.
The exercise or purchase price to be paid by the Optionee for the
Option Shares shall be One dollar ($1.00)per share. The Board has determined
that the fair market value of the Company's common stock on the date of the
grant of this option is One dollar ($1.00)per share.
3. Schedule of Exercise.
(a) Except as provided in Paragraph 3(b) below, the Optionee
shall have the right to exercise the Option granted under this Agreement as
follows: (i) 25% of the Option Shares shall be eligible for exercise after
VESTING~; and (ii) an additional 2.0833% of the Option Shares shall be eligible
for exercise at the end of each month, for a period of 36 months, beginning
MONTHLY~.
(b) Notwithstanding any provisions to the contrary contained in
this Agreement, the Optionee's right to exercise the Option granted under this
Agreement shall vest immediately upon the occurrence of any of the following
events: (i) a bona fide
2
3
decision by the Company's Board and shareholders to terminate its business,
dissolve and liquidate its assets; or (ii) the termination of the Optionee's
employment with the Company due to the Optionee's death or permanent disability
(physical or mental).
4. Method of Exercise.
Subject to the schedule provided in Paragraph (3) of this
Agreement, the Option granted under this Agreement may be exercised by the
Optionee in whole or in part, and from time to time, by written notice signed by
the Optionee (or by such other person as may be entitled to exercise the option)
and delivered to the Company's president or secretary at the Company's principal
executive offices. The written notice shall state the number of shares with
respect to which the Option is being exercised, and shall be accompanied by the
payment of the total exercise or purchase price for that number of shares. The
exercise or purchase price for the Option Shares shall be paid in cash
(including certified check or bank cashier's check), or in the discretion of the
Company's Board of Directors with shares of the Company's common stock or any
other property, or in any combination thereof. Any shares of the Company's
common stock that may be delivered in payment of the exercise or purchase price
shall be valued at their fair market value, as determined by the Board pursuant
to the provisions of the Plan, as of the date of delivery of the shares to the
Company. Upon payment of
3
4
the full exercise or purchase price, the Option Shares shall be fully paid and
nonassessable, outstanding shares of the Company's common stock. No partial
exercise of the option may be made for less than 1,000 shares, and the Company
shall not be required to issue any fractional shares.
5. Termination of Option.
(a) Subject to the provisions of Subparagraph (5)(b) hereof, the
Option and all rights granted under this Agreement, to the extent that those
rights have not been exercised, shall terminate on the earliest of: (i) the date
the Optionee's employment with the Company is terminated "for cause" as defined
in Paragraph (8)(g) of the Plan; (ii) the date which is 90 days from the date
that the Optionee is discharged or terminates his employment with the Company
for any reason, other than "for cause" as defined above or by reason of the
Optionee's death or permanent disability; or (iii) the date which is 10 years
from the date of the grant of this Option.
(b) If the Optionee dies or becomes permanently disabled while
serving as an employee of the Company, and prior to the 10 year termination date
described above, the Optionee or in the event of the Optionee's death, his
estate, personal representative or heirs, shall have the right to exercise the
Option granted under this Agreement, for a period of 12 months following the
Optionee's date of death or in the event of permanent disability the last date
on which the Optionee provided
4
5
services to the Company as an employee.
6. Transferability.
The Option and all rights granted under this Agreement shall not
be transferred, assigned, pledged or otherwise encumbered in any manner (whether
by operation of law or otherwise) except, in the event of the Optionee's death,
by will or by the applicable laws of descent or distribution. Upon any attempt
to transfer, assign, pledge, encumber or otherwise dispose of this Option
contrary to the provisions of this Agreement, or upon the levy of any attachment
or similar process upon this Option, the Option shall immediately become null
and void. The Option and all rights granted under this Agreement shall be
exercisable during the Optionee's lifetime only by the Optionee, or if
permissible under applicable law, by the Optionee's guardian or legal
representative.
7. Adjustment to Option Shares.
(a) In the event that at any time prior to the
termination date of this Option and prior to the exercise thereof, the Company
issues common stock by way of stock dividend or other distribution, or
subdivides or combines its outstanding shares of common stock, the number of
shares subject to this Option and the exercise price shall be adjusted to be
consistent with such change or changes. In the event that at any time prior to
the termination date of this Option and prior to the exercise thereof, there is
any reclassification, capital reorganization or
5
6
other change of outstanding shares of the Company's common stock, or in case of
any consolidation or merger of the Company with or into another corporation, or
in case of any sale or conveyance to another corporation of the property of the
Company as an entirety or substantially as an entirety, the Company shall cause
effective provision to be made so that the Optionee shall have the right
thereafter, by exercising this Option, to purchase the kind and amount of shares
of stock and other securities and property receivable upon such
reclassification, capital reorganization or other change, consolidation, merger,
sale or conveyance. The determination of the Board as to any adjustments or
provisions to be made under this paragraph shall be final, binding and
conclusive.
(b) Except as provided above, the grant of the Option herein
shall not affect in any manner the right or power of the Company or its
shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or to issue bonds,
debentures, preferred or prior preference stock ahead of or affecting the common
stock of the Company or the rights thereof, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of the Company's assets
or business.
8. Effect of Agreement on Status of Optionee.
(a) The fact that the Board has granted an Option to
6
7
the Optionee pursuant to the Plan, shall not confer on the Optionee any right to
employment with the Company or to a position as an officer or director of the
Company, nor shall it limit the right of the Company to terminate or remove the
Optionee from any position held by him at any time; provided, however, nothing
contained in this Paragraph (8)(a) shall be deemed to affect any rights or
obligations of the Company or the Optionee contained in any separate employment
agreement or similar agreement.
(b) The Optionee shall not be or have any of the rights or
privileges of a shareholder of the Company with respect to the Option Shares,
unless and until the Option has been exercised, the exercise or purchase price
fully paid, certificates representing such shares endorsed, transferred and
delivered to the Optionee, and the Optionee's name entered as a shareholder of
record on the books of the Company.
9. Securities Laws.
Notwithstanding anything to the contrary contained in this
Agreement, this Option shall not be exercisable by the Optionee except for
shares of the Company's common stock which at the time of such exercise are
registered, exempt, or the subject matter of an exempt transaction, under both
federal and applicable state securities laws. By accepting and executing this
Option Agreement, the Optionee acknowledges and represents to the Company that
any and all shares of the Company's common
7
8
stock purchased under this Agreement will be acquired by the Optionee as an
investment, and not with a view towards subsequent distribution.
10. Taxes.
The Optionee agrees to pay all federal, state and local taxes,
including withholding taxes, if any, resulting from the exercise of this Option
and the subsequent sale of the Option Shares.
11. Conditions.
This Option is governed by the terms of this Agreement and the
Plan, the provisions of which are incorporated herein and made a part hereof.
12. Restrictions on Transfer.
The Optionee agrees that the Option Shares shall be subject to
the restrictions on transfer, repurchase option and other conditions of
Paragraph (9) of the Plan. In addition, if the restrictions and other conditions
contained in Paragraph (9) of the Plan should terminate as provided therein,
then following exercise of the Option, the Optionee agrees to notify the Company
promptly of any subsequent sale of the Option Shares if the sale occurs within
two years after the date of this Agreement or within one year after exercise.
13. Acknowledgment.
The Optionee's signature on this Agreement also
constitutes his or her acknowledgment that he or she has received
8
9
a copy of the Plan and the Company's Summary Plan Description of the Plan.
14. Binding Effect.
This Agreement shall be binding upon and shall inure to the
benefit of any successors or assigns of the Company, and shall be binding upon
and inure to the benefit of the Optionee's executors, administrators, heirs and
personal representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
LIGHTSPEED INTERNATIONAL, INC.
By:_______________________________
Xxx Xxxxxxxx
Its: President & CEO
-----------------------------
----------------------------------
Name~(Optionee)
9
