1
EXHIBIT 10.7
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE
MIGRATEC, INC.
LONG-TERM INCENTIVE PLAN
THIS INCENTIVE STOCK OPTION AGREEMENT (the "Agreement") is made on the
date set forth on Exhibit A attached hereto (the "Date of Grant"), between
MigraTEC, Inc., a Florida corporation (together with its predecessors,
successors and assigns, the "Company"), and _____________, an employee of the
Company (the "Optionee"). All capitalized terms not otherwise defined herein
shall have the meaning set forth in the MigraTEC, Inc. Long-Term Incentive Plan,
dated January 31, 2000 (the "Plan").
RECITALS:
WHEREAS, the Company desires to carry out the purposes of the Plan by
affording the Optionee the opportunity to purchase shares of the Company's
common stock, no par value per share (the "Common Stock");
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree as
follows:
1.1 Grant of Option. The Company hereby grants to the Optionee the
right and option (the "Option") to purchase the number of shares of Common Stock
as set forth on Exhibit A attached hereto (the "Shares"), such Shares being
subject to adjustment as provided in Paragraph 6 herein set forth. The Option is
intended to constitute an "incentive stock option" under the provisions of
section 422 of the Internal Revenue Code of 1986, as amended, and subject to the
terms of the Plan and applicable law, this Agreement shall be construed so that
the Option shall qualify as an "incentive stock option."
2.1 Purchase Price. The purchase price of the Shares shall be such
price as set forth on Exhibit A attached hereto, which is the Fair Market Value
of a Share on the Date of Grant.
3.1 Exercise of Option. Unless expired as provided in Paragraph 5
below, this Option may be exercised from time to time after the Date of Grant to
the extent of Shares that have vested, as provided in Exhibit A attached hereto.
The Optionee's right to exercise the Option accrues only in accordance with such
vesting schedule and, except as otherwise provided herein, only to the extent
that the Optionee remains in the continuous employ or service of the Company.
4.1 Manner of Exercise, Payment of Purchase Price.
(a) Subject to the terms and conditions of this Agreement, the
Option shall be exercised by written notice to the Company at its
principal office. Such notice shall state the election to exercise the
Option and specify the number of Shares to be purchased. Such notice of
exercise shall be signed by Optionee and shall be irrevocable when
given.
2
(b) The purchase price for the Shares to be purchased shall be
paid or made within five (5) business days following the date of
delivery of the notice of exercise. The purchase price may be paid in
cash or by certified check or bank check.
(c) Upon receipt of the purchase price, and subject to the
terms of Paragraph 9, the certificate or certificates representing the
Shares purchased shall be registered in the name of the person or
persons so exercising the Option. If the Option shall be exercised by
the Optionee and, if the Optionee shall so request in the notice
exercising the Option, the Shares shall be registered in the name of
the Optionee and another person as joint tenants 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. All
Shares that shall be purchased upon the exercise of the Option as
provided herein shall be fully paid and nonassessable.
5.1 Expiration of Option. The Option shall expire and become null and
void upon the first to occur of the following: (a) the expiration of 30 days
after the Optionee ceases to be employed by the Company for any reason other
than termination for cause or due to death or Disability; (b) a period of one
year shall have elapsed since the Optionee's death or the date of termination of
the Optionee's service by reason of the Optionee's Disability; (c) the earlier
of the expiration date as set forth on Exhibit A hereto, or a period of ten (10)
years shall have elapsed since the Date of Grant; or (d) the Optionee's
employment shall have been terminated for cause as determined by the Committee
or the Board of Directors of the Company.
6.1 Adjustments of Shares Subject to Option. The Shares subject to the
Option shall be adjusted from time to time as set forth in Sections 7.9 and 7.10
of the Plan. The determination of any such adjustment by the Committee shall be
final, binding and conclusive.
7.1 No Contract. This Agreement does not constitute a contract for
employment and shall not affect the right of the Company (subject to any
contract for employment which may be in effect) to terminate the Optionee's
employment for any reason or no reason whatsoever.
8.1 Rights as Shareholder. This Option shall not entitle the Optionee
to any rights of a shareholder of the Company or to any notice of proceedings of
the Company with respect to any Shares issuable upon exercise of this Option
unless and until the Option has been exercised for such Shares and such Shares
have been registered in the Optionee's name upon the stock records of the
Company.
9.1 Restriction on Issuance of Shares. The Company shall not be
required to issue or deliver any certificates for Shares purchased upon the
exercise of an Option prior to: (i) the obtaining of any approval from any
governmental agency which the Company shall, in its sole discretion, determine
to be necessary or advisable; (ii) the completion of any registration or other
qualification of such Shares under any state or federal law or ruling or
regulation of any governmental body which the Company shall, in its sole
discretion, determine to be necessary or advisable; and (iii) the determination
by the Committee that the Optionee has tendered to the Company any federal,
state or local tax owed by the Optionee as a result of exercising the Option
when the Company has a legal liability to satisfy such tax. In addition, if the
Common Stock reserved for issuance upon the exercise of Options shall not then
be registered under the
-2-
3
Securities Act of 1933, as amended (the "Securities Act"), the Company may upon
the Optionee's exercise of an Option, require the Optionee or his permitted
transferee to represent in writing that the Shares being acquired are for
investment and not with a view to distribution, and may xxxx the certificate for
the Shares with a legend restricting transfer and may issue stop transfer orders
relating to such certificate to the Company's transfer agent (if applicable).
10.1 Restriction on Sale of Shares. The Shares purchased pursuant to an
exercise of an Option may not be transferred, assigned, encumbered, sold or
otherwise made the subject of disposition, unless at the time of such
disposition such Shares are registered by an effective registration statement
under the Securities Act, or if not registered, exempt from registration as
stated in an opinion of counsel reasonably satisfactory to the Company.
11.1 Lapse of Option. This Agreement shall be null and void in the
event the Optionee shall fail to sign and return a counterpart hereof to the
Company within thirty (30) days of its delivery to the Optionee.
12.1 Binding Effect. This Agreement shall be binding upon the heirs,
executors, administrators, and successors of the parties hereto.
13.1 Governing Instrument and Entire Agreement. This Option and any
Shares issued hereunder shall in all respects be governed by the terms and
provisions of the Plan. In the event of a conflict between the terms of this
Agreement and the terms of the Plan (a copy of which is attached), the terms of
the Plan shall control. There are no oral agreements between the parties
relating to the subject matter hereof, and this Agreement and the terms of the
Plan constitute the entire agreement of the parties with respect to the subject
matter hereof. This Agreement may not be amended except by written agreement
executed by the Company and the Optionee.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-3-
4
IN WITNESS WHEREOF, the undersigned officer has executed this Agreement
on behalf of the Company to be effective as of the date first above written.
COMPANY:
MIGRATEC, INC.
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
OPTIONEE:
-----------------------------------------
Printed Name:
----------------------------
Date:
------------------------------------
-4-
5
EXHIBIT A
TO
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE MIGRATEC, INC.
LONG-TERM INCENTIVE PLAN
Optionee Name:
------------------------------
Date of Grant:
------------------------------
Number of Shares
Underlying Option:
------------------------------
Purchase Price: $ per share
------------------------------
Expiration Date:
------------------------------
Vesting Schedule:
------------------------------
