VERITEC, INC. STOCK OPTION AGREEMENT
Exhibit 10.6
VERITEC, INC.
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT
Parties: |
Veritec, Inc. (the “Company”) | |||
[OPTIONEE] (“Optionee”) | ||||
Effective Date: |
On [DATE], the Board of Directors of the Company (the “Board”) authorized the granting of
non-qualified stock options to Optionee to purchase an aggregate of
_____
shares of the
Company’s $.01 par value common stock (the “Options”) pursuant to the terms and conditions set
forth herein. The parties desire to enter into this Stock Option Agreement (“Agreement”) to
memorialize the terms and conditions of the grant of Options to the Optionee.
1. Option Grants.
Subject to the terms and conditions contained herein, the Company grants to Optionee the
Options in accordance with the terms and conditions set forth in the table below and described
herein. Upon vesting, each Option shall be exercisable by Optionee within five years of its
Vesting Date as described in the table below and, unless sooner terminated as provided herein,
shall expire at the end of such period. Options shall only vest if Optionee continues to be
employed by the Company on or after Vesting Date.
No. of Shares of | ||||||||||||||||||
Date of Grant | Vesting Date | Option Exercisable | Expiration Date | Exercise Price |
The full purchase price of the shares acquired upon exercise of each Option or any portion
thereof shall be paid in cash, or by personal, certified or cashier’s check or, with the approval
of the Board, by tender of a promissory note for all or a portion of the exercise price, secured by
the shares to be received upon exercise. Any promissory note must convey interest at the published
IRS applicable federal rate for similar instruments. Upon exercising each Option or any portion
thereof, Optionee shall use the form of Notice of Exercise of Stock Option for Shares of Veritec,
Inc. attached to this Agreement as Exhibit A.
If Optionee’s employment with the Company is terminated for any reason other than death,
Optionee shall have ninety (90) days from the date of such termination of his position as an
employee to exercise any part of the Options vested pursuant to Section 1 of this Agreement. Upon
the expiration of such ninety (90) day period or, if earlier, upon the expiration date of the
Options as set forth above, the Option shall terminate and become null and void. If termination of
employment is effected by death of Optionee, any vested but unexercised portion of the Option may
be exercised by the personal
representative of Optionee or other person entitled by law to Optionee’s rights under the
Option, and such person shall have ninety (90) days from the date of death of the Optionee to
exercise any part of the Options vested pursuant to Section 1 of this Agreement. Upon the
expiration of such ninety (90) day period or, if earlier, upon the expiration date of the Options
as set forth above, the Option shall terminate and become null and void. Upon termination for any
reason, any unvested portion of the Options shall not vest and Optionee’s rights to and under such
non-vested part of the Options shall terminate and be null and void.
Optionee shall not have the rights of a shareholder with respect to the shares of stock
subject to these Options until issuance of the shares pursuant to the exercise of the Options.
Nothing in this Agreement shall be construed to confer upon Optionee any right to continue in
the employ of the Company or to interfere in any way with the right of the Company to terminate
Optionee’s employment at any time, nor to derogate from the terms of any written employment
agreement between the Company and Optionee.
(a) Securities Laws. Optionee hereby agrees that the acquisition of shares upon
exercise of each Option is for purposes of investment and not for resale or public distribution of
the Option shares, and Optionee will not sell, pledge, transfer or otherwise dispose of any Option
shares except pursuant to registration under the Securities Act of 1933, as amended, or unless, in
the opinion of counsel for the Company, registration is not required. Such restrictions shall be
binding upon Optionee, and upon the heirs, personal representatives, and administrators of
Optionee. Any stock certificate for shares issued upon exercise of each Option shall be endorsed
so as to refer to the restrictions on transfer imposed by this Agreement and by applicable
securities laws and Optionee shall, at the request of the Company, execute and deliver a letter of
investment intent upon exercise of each Option.
(b) Certificate Legends. The share certificates shall include legends evidencing the
above restrictions until such restrictions lapse.
The Options shall not be transferable by Optionee other than by will or by the laws of descent
and distribution, and then only to permit the personal representative of Optionee or other person
entitled by law to Optionee’s rights under the Options to exercise the Options or any portion
thereof in accordance with and subject to the terms and conditions of Section 3 hereof. During
Optionee’s lifetime, the Options shall be exercisable only by Optionee.
8. Tax Withholding.
Optionee is responsible for any withholding taxes required to be deposited by the Company as a
result of the exercise of Options or the disposition of the shares acquired through such exercise.
2
9. Entire Agreement.
This Agreement constitutes the entire agreement between the Company and Optionee with respect
to the subject matter hereof and supersedes all other prior agreements and understandings, both
written and oral, between the Company and Optionee with respect to the subject matter hereof.
VERITEC, INC. | ||||
By | ||||
Its: | Chief Executive Officer | |||
ACCEPTED: | ||||
[OPTIONEE] | ||||
Dated: |
EXHIBIT A
NOTICE OF EXERCISE OF STOCK OPTION
FOR SHARES OF VERITEC, INC.
FOR SHARES OF VERITEC, INC.
I hereby elect to purchase
_____
shares of the $.01 par value Common Stock of VERITEC, INC. (the
“Company”) by exercising the stock option granted to me by the Company on [DATE]. I enclose
payment of the aggregate purchase price for the shares in the amount of $
_____
..
In purchasing the shares, I certify that:
a. | I am purchasing the shares for my own account and not for or on behalf of any other person. |
b. | I am purchasing the shares for investment purposes and do not presently intend to resell or
distribute the shares. I understand that I must bear the economic risk of investing in the
shares for an indefinite period of time, even if my circumstances should change. |
c. | I understand that the shares have not been registered under federal or state securities laws
and may not be issued, sold or otherwise transferred unless they are registered or, in the
opinion of counsel to the Company, an exemption from registration is available. I agree that
the Company may place a legend on the certificates representing the shares to reflect such
restrictions on sale or other transfer. |
d. | I understand that the Company is relying on the truth and accuracy of these statements in
issuing and selling the shares to me. |
Dated: | ||||
[OPTIONEE] |