EXHIBIT 4(d)
Grantee: ____________________ Grant Date: ________________, 19__
Number of Shares: ____________ Vesting Dates: _____________, 19__
Exercise Price: $_____________ ____________________________, 19__
INCENTIVE STOCK OPTION AGREEMENT
This Incentive Stock Option Agreement ("Agreement") is made as of
the grant date set forth above between MANATRON, INC., a Michigan
corporation ("Manatron" or the "Company"), and the grantee named above
("Grantee").
The Manatron, Inc. 1995 Long-Term Incentive Plan (the "Plan") is
administered by the Stock Option Plan Committee of Manatron's Board of
Directors (the "Committee"). The Committee has determined that Grantee is
eligible to participate in the Plan. The Committee has granted stock
options to Grantee, subject to the terms and conditions contained in this
Agreement and in the Plan.
Xxxxxxx acknowledges receipt of the Plan and accepts this option
subject to all of the terms, conditions, and provisions of this Agreement
and the Plan.
1. GRANT. Manatron grants to Grantee an option to purchase shares
of the Company's common stock, no par value, as set forth above. This
option is an incentive stock option as defined in Section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code"). If the aggregate
fair market value (determined at the time of grant) of the stock with
respect to which incentive stock options are exercisable for the first time
by Grantee during any calendar year exceeds $100,000, taking into account
options under the Plan and all other stock option plans of Manatron,
options exceeding the $100,000 limitation shall be considered nonqualified
stock options.
2. TERM AND DELAYED VESTING. The right to exercise this option
shall commence on the Grant Date shown above and shall terminate ten years
after the date of the Agreement, unless earlier terminated under the Plan
by reason of termination of employment. Xxxxxxx's right to exercise this
option shall vest as follows: (a) [number of shares] shares shall vest on
the date of this Agreement, (b) [number of shares] shares shall vest on
[date], and (c) [number of shares] shares shall vest on [date]. The
Committee may, in its sole discretion, accelerate the vesting of the option
at any time before full vesting; PROVIDED, HOWEVER, that if any such
acceleration would cause a portion of the option not to qualify as an
incentive stock option, the Committee may divide the option and stock
issued upon exercise into incentive stock option shares and nonqualified
option shares.
3. APPROVAL, REGISTRATION, AND LISTING. The stock options granted
under this Agreement are conditional upon (a) the approval by Manatron's
shareholders at the 1995 Annual Meeting of Shareholders, and (b) the
effective registration or exemption of the Plan and the options granted
under the Plan and the stock to be received upon exercise of options
pursuant to the Plan under the Securities Act of 1933 and applicable state
securities laws.
4. EXERCISE. Grantee shall exercise this option by giving Manatron
written notice of the exercise of this option. The notice shall set forth
the number of shares to be purchased and shall be effective when received
by the corporate Secretary at the Company's main office, accompanied by
full payment (as set forth below) of the option price. The Company will
deliver to Grantee a certificate or certificates for such shares; PROVIDED,
HOWEVER, that the time of delivery shall be postponed for such period as
may be required for Manatron with reasonable diligence to comply with any
registration requirements under the Securities Act of 1933, the Securities
Exchange Act of 1934, and any requirements under any other law or
regulations applicable to the issuance, listing, or transfer of such shares
or any agreement or regulation of the NASDAQ National Market System. If
Grantee fails to accept delivery of and pay for all or any part of the
number of shares specified in the notice upon tender or delivery of the
shares, Xxxxxxx's right to exercise the option with respect to such
undelivered shares shall terminate.
5. PAYMENT BY GRANTEE. In exercising this stock option, Grantee
shall pay the Company either in cash or, if the Committee consents, in
shares of Manatron's common stock. The Committee, in its discretion, may
permit payment of all or a portion of the exercise price in the form of a
promissory note or installments, according to terms approved by the
Committee. The Committee may require acceptable security.
6. TRANSFERABILITY. This option is not transferable by Grantee
except by will or according to the laws of descent and distribution. This
option is exercisable during Xxxxxxx's lifetime only by Xxxxxxx. Manatron
may also impose other restrictions on any shares acquired pursuant to this
option, including, without limitation, restrictions under applicable
federal and state securities laws.
7. TERMINATION OF EMPLOYMENT.
(a) GENERAL. Xxxxxxx's right to exercise this option shall
terminate three months after Xxxxxxx's termination of employment for
any reason other than Xxxxxxx's death, disability, or termination for
cause. After Xxxxxxx's termination of employment for any reason, this
option may be exercised only to the extent that the option was
exercisable on the date of termination.
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(b) DEATH. In the event of Xxxxxxx's death either while an
employee of the Company or after termination of employment other than
for cause but during the time when Grantee could have exercised this
option, the option may be exercised by the personal representative of
Grantee or other successor to the interest of Grantee for three months
after Xxxxxxx's death, but only to the extent that Grantee was
entitled to exercise the option on the date of death or termination of
employment, whichever occurred first.
(c) DISABILITY. If Grantee becomes disabled (within the meaning
of Section 22(e)(3) of the Code) either while an employee of the
Company or after termination of employment other than for cause but
during the time when Grantee could have exercised this option, the
option may be exercised by the personal representative of Grantee or
other successor to the interest of Grantee for a one-year period.
(d) TERMINATION FOR CAUSE. If Xxxxxxx's employment is
terminated for cause, Grantee shall have no further right to exercise
this option.
8. CORPORATE CHANGES. In the event of any stock dividend, stock
split, recapitalization, merger, consolidation, combination, exchange of
shares, or any other change in the corporate structure or shares of the
Company, the aggregate number and class of shares covered by this option,
and the exercise price, are subject to adjustment as provided in the Plan.
9. SHAREHOLDER RIGHTS. Grantee shall have no rights as a shareholder
with respect to any shares covered by this option until exercise of the
option and payment for such shares.
10. EMPLOYMENT BY MANATRON. The grant of this option shall not
impose upon Manatron or any subsidiary any obligation to retain Grantee in
its employ for any given period or upon any specific terms of employment.
Manatron or any subsidiary may at any time dismiss Grantee from employment,
free from any liability or claim under the Plan, unless otherwise expressly
provided in any written agreement with Grantee.
11. CERTIFICATIONS. Grantee hereby represents and warrants that
Grantee is acquiring the option granted under this Agreement for Xxxxxxx's
own account and investment and without any intent to resell or distribute
the shares upon exercise of the option. Grantee shall not resell or
distribute the shares received upon exercise of the option except in
compliance with such conditions as Manatron may reasonably specify to
ensure compliance with federal and state securities laws.
12. EFFECTIVE DATE. This option shall be effective as of the date
first set forth above.
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13. AMENDMENT. This option shall not be modified except in a writing
executed by the parties hereto, except to the extent that such amendment
inures solely to the benefit of Grantee.
14. NOTICE OF DISQUALIFYING DISPOSITION. Xxxxxxx agrees to notify
Manatron if Xxxxxxx sells shares acquired through the proper exercise of
this option within two years of the date of this option or one year of
acquiring those shares, to enable Manatron to claim the deduction to which
it will thereby become entitled.
15. PLAN CONTROLS. The Plan is incorporated in this Agreement by
reference. Capitalized terms not defined in this Agreement shall have
those meanings provided in the Plan. In the event of any conflict between
the terms of this Agreement and the terms of the Plan, the provisions of
the Plan shall control.
MANATRON, INC.
By ___________________________________________
Chairman of the Stock Option Plan
Committee
______________________________________________
Signature
______________________________________________
Print name
Grantee
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