EXHIBIT 4.10
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MATHSOFT, INC.
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
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MathSoft, Inc. a Massachusetts corporation (the "Company"), hereby grants
as of the __ day of _____, ____ to ____________ (the "Optionee"), an option to
purchase a maximum of [10][20],000 shares of its Common Stock, $.01 par value,
at the price of $_______ per share (the "Option"), on the following terms and
conditions:
1. GRANT UNDER 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN. The Option is
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granted pursuant to and is governed by the Company's 1992 Non-Employee Director
Stock Option Plan and, unless the context otherwise requires, terms used herein
shall have the same meaning as in the Plan. Determinations made in connection
with this option pursuant to the Plan shall be governed by the Plan as it exists
on this date.
2. GRANT AS NON-QUALIFIED STOCK OPTION; OTHER OPTIONS. The Option shall be
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treated for federal income tax purposes as a non-qualified stock option and NOT
as an incentive stock option under Section 422A of the Internal Revenue Code of
1986, as amended. The Option is in addition to any other options heretofore or
hereafter granted to the Optionee by the Company, but a duplicate original of
this instrument shall not effect the grant of another option.
3. EXTENT OF OPTION. Subject to the provisions of Article 1, the Option is
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fully exercisable by the Optionee as of the date hereof. The Option may be
exercised up to and including the date which is ten years from the date the
Option is granted.
4. TERMINATION OF DIRECTORSHIP. In the event the Optionee ceases to be a
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director of the Company other than by reason of death at a time when the
Optionee holds the Option, the Optionee may exercise such Option within the
original term of the Option, as to all or any of the shares covered thereby, at
the time or times such exercise is permitted under the terms of this Agreement.
5. DEATH. If the Optionee dies while the Option is exercisable, the Option
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may be exercised, to the extent of the number of shares with respect to which
the Optionee could have exercised it on the date of his death, by his estate,
personal representative or beneficially who acquires the Option by will or by
the laws of descent and distribution, at any time prior to the Option's
expiration date specified in this Agreement.
6. PARTIAL EXERCISE. Exercise of the Option up to the extent above stated
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may be made in part at any time and from time to time within the above limits,
except that the Option may not be exercised for a fraction of a share.
7. PAYMENT OF PRICE. The option price is payable in United States dollars
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and shall be paid in cash or by check, or any combination of the foregoing,
equal in amount to the option price.
8. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of this
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Agreement, the Option may be exercised by written notice to the Company, at the
principal executive office of the Company, or to such transfer agent as the
Company shall designate. Such notice shall state the election to exercise the
Option and the number of shares in respect of which it is being exercised and
shall be signed by the person or persons so exercising the Option. Such notice
shall be accompanied by payment of the full purchase price of such shares, and
the such shares as soon as practicable after the notice shall be received. The
certificate or the certificates for the shares as to which the Option shall have
been so exercised shall be registered in the name of the person or persons so
exercising the Option (or, if the Option shall be exercised by the Optionee and
if the person jointly, with right of survivorship) and shall be delivered as
provided above to or upon the written order of the person or persons exercising
the Option. In the event the Option shall be exercised, pursuant to Article 5
hereof, by any person or persons other than the Optionee, such notice shall be
accompanied by appropriate proof of the right of such person or persons to
exercise the Option. All shares that shall be purchased upon the exercise of
the Option as provided herein shall be fully paid and non-assessable.
9. OPTION NOT TRANSFERABLE. The Option is not transferable or assignable
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except by will or by the laws of descent and distribution. During the
Optionee's lifetime only the Optionee can exercise the Option.
10. NO OBLIGATION TO EXERCISE OPTION. The grant and acceptance of the
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Option imposes no obligation on the Optionee to exercise it.
11. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The Optionee shall have not
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rights as a stockholder with respect to shares subject to this Agreement until a
stock certificate therefor has been issued to the Optionee and is fully paid
for. Except as is expressly provided in the Plan with respect to certain
changes in the capitalization of the Company, no adjustment shall be made for
dividends or similar rights for which the record date is prior to the date such
stock certificate is issues.
12. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. It is the purpose of the
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Option to encourage the Optionee to serve the best interests of the Company and
its stockholders. Since, for example, that might require the issuance of a
stock dividend or a merger with another corporation, the purpose of the Option
would not be served if such a stock dividend, merger or similar occurrence would
cause the Optionee's rights hereunder to be diluted or terminated and thus be
contrary to the Optionee's interest. The Plan contains extensive provisions
designed to preserve options at full value in a number of contingencies.
Therefore, provisions in the Plan for adjustment with respect to stock subject
to options and the related provisions with respect to successors to the business
of the Company are hereby made applicable hereunder and are incorporated herein
by reference.
13. PROVISION OF DOCUMENTATION OF OPTIONEE. By signing this Agreement the
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Optionee acknowledges receipt of a copy of this Agreement and a copy of the
Company's 1992 Non-Employee Director Stock Option Plan.
14. GOVERNING LAW. This Agreement shall be governed by and interpreted in
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accordance with the internal laws of the Commonwealth of Massachusetts.
IN WITHNESS WHEREOF, the Company and the Optionee have caused this instrument to
be executed, and the Optionee whose signature appears below acknowledges receipt
of a copy of the Plan and acceptance of an original copy of this Agreement.
OPTIONEE MATHSOFT, INC.
______________________________ _______________________________
By: __________________________
Title: _______________________
