COMMUNICATION INTELLIGENCE CORPORATION STOCK OPTION AGREEMENT
EXHIBIT
10.30
STOCK
OPTION AGREEMENT
1. Grant
of Option.
Subject
to the terms, definitions and provisions contained herein, Communication
Intelligence Corporation (the "Company"), hereby grants to:
Optionee’s
Name:
Option
to
purchase Common Stock of the Company as follows:
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Date
of Grant:
Total
Number of Non-Qualified
Shares Underlying Grant:
Exercise
price per share
Expiration
Date:
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Termination
Period.
This
Option may be exercised for ninety days after separation from the Company except
as set out in Sections 7 and 8 of this Option Agreement (but in no event later
than the Expiration Date).
2. Exercise
of Option.
This
Option shall be exercisable in whole or in part during its term in accordance
with the following Vesting Schedule:
Please
see the Stock Option Vesting Schedule attached hereto as Exhibit
B
(i)
Right
to Exercise.
(a)
This
Option may not be exercised for a fraction of a share.
(b) In
the
event of Optionee's death, disability or other separation from the Company,
the
exercisability of the Option is governed by Sections 6, 7 and 8 below, subject
to the limitation contained in subsection 2(i)(c).
(c) In
no
event may this Option be exercised after the date of expiration of the term
of
this Option as set forth herein.
(ii) Method
of Exercise.
This
Option shall be exercisable by written notice delivered to the Secretary of
the
Company (in the form attached as Exhibit A) which shall state the election
to
exercise the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as may
be
reasonably required by the Company. Such written notice shall be signed by
the
Optionee and shall be delivered in person or by certified mail to the Secretary
of the Company. The written notice shall be accompanied by payment of the
Exercise Price pursuant to Section 3 hereof. This Option shall be deemed to
be
exercised upon receipt by the Company of such written notice accompanied by
the
Exercise Price.
3. Method
of Payment.
Payment
of the Exercise Price shall be by check or delivery of shares of the Company’s
Common Stock then owned by the Optionee. Payment may also be made by delivering
a properly executed exercise notice to the Company together with a copy of
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds to pay the exercise price.
4. Restrictions
on Exercise and Tradability of Underlying Shares.
This
Option may not be exercised if the issuance of such Shares upon such exercise
or
the method of payment or consideration for such shares would constitute a
violation of any applicable federal or state securities or other law or
regulation, including any rule under Part 207 of Title 12 of the Code of Federal
Regulations (“Regulation G”) as promulgated by the Federal Reserve Board. The
underlying shares to be issued pursuant to this option have not been registered
with the Securities and Exchange Commission and will be subject to trading
restrictions upon issuance.
5. Termination
of Relationship.
Should
Optionee cease to be an employee or director, Optionee may, to the extent
otherwise so entitled at the date of such termination (the "Termination Date"),
exercise this Option during the Termination Period set out in Section 1 of
this
Option. To the extent that Optionee was not entitled to exercise this Option
at
the date of such termination, or if Optionee does not exercise this Option
within the time specified herein, the Option shall terminate.
6. Disability
of Optionee.
Notwithstanding the provisions of Section 6 above, in the event of termination
of Optionee's status as an employee or a member of the Board of Directors as
a
result of total and permanent disability (as defined in Section 22(e)(3) of
the
Internal Revenue Code), Optionee may, but only within twelve (12) months from
the date of separation from the Board of Directors or if separation is due
to
disability which is not total and permanent, then within six (6) months of
such
separation (but in no event later than the date of expiration of the term of
this Option as set forth in Section 10 below), exercise the Option to the extent
otherwise so entitled at the date of such termination. To the extent that
Optionee was not entitled to exercise the Option at the date of termination,
or
if Optionee does not exercise such Option (to the extent otherwise so entitled)
within the time specified herein, the Option shall terminate.
7. Death
of Optionee.
In the
event of the death of Optionee, the Option may be exercised at any time within
twelve (12) months following the date of death (but in no event later than
the
date of expiration of the term of this Option as set forth in Section 10 below),
by Optionee's estate or by a person who acquired the right to exercise the
Option by bequest or inheritance, but only to the extent the Optionee could
exercise the Option at the date of death.
8. Non-Transferability
of Option. This
Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution and may be exercised during the lifetime of
Optionee only by him. The terms of this Option shall be binding upon the
executors, administrators, heirs, successors and assigns of the
Optionee.
9. Term
of Option.
This
Option may be exercised only within the term set out in Section 1 of this
Option, and may be exercised during such term only in accordance with the terms
of this Option.
10. Tax
Consequences.
OPTIONEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF
THE
SHARES.
11. Adjustment
upon Changes in Capitalization.
In the
event of any change in the number of shares of the outstanding common stock
of
the Company as a consequence of a stock split, stock dividend, combination
or
reclassification of shares, recapitalization, merger or similar event, the
number of shares underlying this Option and the related exercise price shall
be
adjusted proportionately.
Optionee
hereby accepts this Option subject to all of the terms and provisions hereof.
Optionee has reviewed this Option in its entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option. Optionee hereby agrees to accept
as
binding, conclusive and final, all decisions or interpretations of the Board
of
Directors or duly appointed or elected committee thereof upon any questions
arising under this option.
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ACCEPTED:
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Optionee
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By:
Xxxxxxx X. Xxxx
Vice
President Human Resources
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Address
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Title
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City
State Zip
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EXHIBIT
A
STOCK
OPTION EXERCISE NOTICE
The
undersigned is the holder of an option and wishes to exercise that option to
purchase common stock of Communication Intelligence Corporation as
follows:
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Number
of Shares:
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Exercise
Price:
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$
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Total
Purchase Price:
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$
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This
Exercise Notice together with payment is to be delivered, either in person
or by
certified mail to:
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The
Secretary
000
Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx
Xxxxxx, XX 00000
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Dated
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Signature
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Typed
or Printed Name
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Please
mail my common stock certificate to the address listed below:
