EXHIBIT 10.12
GEOSCIENCE CORPORATION
DIRECTOR STOCK OPTION AGREEMENT
AGREEMENT made effective the ___ day of ____, 199_, (the "Grant Date"),
between GEOSCIENCE CORPORATION, a Nevada corporation (the "Company"), and
________ ("Optionee").
To carry out the purposes of the GeoScience Corporation 1996 Equity
Incentive Plan, to which this Agreement is expressly subject and a copy of which
is attached hereto as Exhibit A, by affording Optionee the opportunity to
purchase shares of Common Stock, par value $.10 per share, of the Company
("Stock"), and in consideration of the mutual agreements and other matters set
forth herein and in the Plan, the Company and Optionee hereby agree as follows:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right
and option (the "Option") to purchase all or any part of an aggregate of -____-
shares of Stock, on the terms and conditions set forth herein and in the Plan.
2. EXERCISE PRICE. The exercise price of the Option shall be $___ per
share.
3. EXERCISE OF OPTION.
(a) Subject to the further provisions of this Agreement, the
Option granted pursuant to this Agreement shall not become exercisable
until the first day that is more than six months after the date hereof
and thereafter shall be fully exercisable.
(b) Subject to the earlier expiration of the Option as herein
provided and subject to the terms and conditions contained herein, the
Option may be exercised by written notice (which complies in all
respects with the provisions of this Agreement) to the Company at its
principal executive office addressed to the attention of the Secretary
of the Company, identifying the Option and specifying the number of
shares that the Optionee decides to purchase, such exercise to be
effective at the time of receipt of such written notice at the Company's
principal executive office during normal business hours. The notice
shall not be considered to be properly given unless accompanied by full
payment and all documentation deemed appropriate by the Committee to
reflect exercise of the Option and compliance with all applicable laws,
rules and regulations.
(c) The Option shall automatically be exercisable in full upon
the occurrence of a "Change in Control" of the Company (as defined in
the Plan).
(d) Notwithstanding anything herein to the contrary, including,
without limitation Paragraph 6, in no event shall the Option, or any
part thereof, be exercisable after the tenth anniversary of the Grant
Date.
4. PAYMENT OF OPTION EXERCISE PRICE. Upon exercise of the Option, the
full option exercise price for the shares with respect to which the Option is
being exercised shall be payable to the Company (i) in cash or by check payable
and acceptable to the Company or (ii) subject to the approval of the Committee,
(a) by tendering to the Company shares of Stock owned by the Optionee having an
aggregate Market Value Per Share as of the date of exercise and tender that is
not greater than the full Option exercise price for the shares with respect to
which the Option is being exercised and by paying any remaining amount of the
Option exercise price as provided in (i) above (provided that the Committee may,
upon confirming that the Optionee owns the number of shares being tendered,
authorize the issuance of a new certificate for the number of shares being
acquired pursuant to the exercise of the Option less the number of shares being
tendered upon the exercise and return to the Optionee (or not require surrender
of) the certificate for the shares being tendered upon the exercise) or (b) by
the Optionee delivering to the Company a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the
Company cash or a check payable and acceptable to the Company to pay the option
exercise price; provided that in the event the Optionee chooses to pay the
Option exercise as provided in (ii)(b) above, the Optionee and the broker shall
comply with such procedures and enter into such agreements of indemnity and
other agreements as the Committee shall prescribe as a condition of such payment
procedure. Payment instructions will be received subject to collection.
5. NON-TRANSFERABILITY. The Option may not be transferred by the
Optionee separately or otherwise than by will or the laws of descent and
distribution.
6. TERMINATION OF DIRECTOR STATUS.
(a) If the Optionee ceases to be director of the Company for
reasons other than (i) retirement, (ii) permanent disability or (iii)
death, the Option shall be exercisable by the Optionee, subject to
paragraph 3(d) above, only within one year after such termination and
only to the extent the Option was exercisable on the date of termination
of director status.
(b) If, however, any termination of director status is due to
retirement or permanent disability, the Option shall be exercisable by
the Optionee at any time, subject to paragraph 3(d) above, after such
termination of director status, only to the extent the Option was
exercisable on the date of termination of director status.
(c) If the Optionee shall die while entitled to exercise the
Option, the Optionee's estate, personal representative or beneficiary,
as the case may be, shall have the right at any time, subject to the
provisions of paragraph 3(d) above, to
exercise the Option, only to the extent that the Optionee was entitled
to exercise the same on the day of the Optionee's death.
(d) Except as provided above in this paragraph 6, to the extent
the Option is not exercisable on such termination of director status,
the Option shall be terminated and forfeited in full.
7. SECURITIES MATTERS. The Option granted herein shall be subject to the
requirement that, if at any time the Board shall determine, in its discretion,
that the listing, registration or qualification of the shares subject to such
Option upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the issue or purchase of
shares hereunder, such Option may not be exercised in whole or in part unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not reasonably acceptable to the
Board.
8. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under
the Optionee. This Agreement and all actions taken shall be governed by and
construed in accordance with the laws of the State of Texas. In the event of
conflict between this Agreement and the Plan, the terms of the Plan shall
control. All undefined capitalized terms used herein shall have the meaning
assigned to them in the Plan. The Committee shall have authority to construe the
terms of this Agreement, and the Committee's determinations shall be final and
binding on the Optionee and the Company.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed and the Optionee has executed this Agreement as of the day and year
first above written.
GEOSCIENCE CORPORATION
By:___________________________
President
OPTIONEE
-----------------------------
[Employee]
