EXHIBIT 99.7
Name of Optionee: __________
MANAGEMENT OPTION GRANT
OF
TECHWAVE INC.
This is an option grant dated the date set forth on Schedule A hereto
(hereinafter, together with this Agreement, called the "Agreement") by TechWave
Inc., a Washington corporation (the "Company"), to _____________ (the
"Optionee").
1. GRANT OF OPTION. The Company hereby grants to the Optionee in lieu of
salary or of any other compensation for services, the right and option (the
"Option") to purchase all or any part of an aggregate number of full shares of
Common Stock set forth in Schedule A on the terms and conditions set forth (i)
herein and (ii) on Schedule A. The date of grant of the Option is the date set
forth in Schedule A. Optionee may use the Notice of Exercise of Stock Option in
the form attached when you exercise the option.
2. NON-TRANSFERABLE. The Option shall not be transferable by the
Optionee otherwise than by will or by the laws of descent and distribution, and
the Option 'is exercisable, during his lifetime, only by him. Upon any attempt
to transfer, assign, pledge, hypothecate or otherwise dispose of this Option or
any right or privilege conferred hereby, contrary to the provisions hereof, or
upon the sale or levy or any attachment or similar process, the Option thereupon
shall terminate and become null and void. During an Optionee's lifetime, the
Option granted is personal to him and is exercisable solely by Optionee.
3. EXERCISE OF OPTIONS. This Option shall be exercised in accordance
with the following terms and conditions:
3.1 PROCEDURE. This Option shall be exercised by delivery to the
Company of written notice of the number of shares with respect to which the
option is exercised.
3.2 PAYMENT. Payment of the option price shall be made in full
within 5 business days of the notice of exercise of the option and shall be in
cash or bank-certified or cashier's checks, or personal check if permitted by
the Board of Directors. To the extent permitted by applicable laws and
regulations (including, but not limited to, federal tax and securities laws and
regulations), an option may be exercised by delivery of shares of Common Stock
of the Company held by the Optionee having a fair market value equal to the
exercise price, such fair market value to be determined in good faith by the
Board of Directors.
3.3 FEDERAL WITHHOLDING TAX REQUIREMENTS. Upon exercise of this
option, the Optionee
shall, upon notification of the amount due and prior to or concurrently with
the delivery of the certificates representing the shares, pay to the Company
amounts necessary to satisfy applicable federal, state and local withholding
tax requirements or shall otherwise make arrangements satisfactory to the
Company for such requirements. Such arrangements may include payment of the
appropriate withholding tax in shares of stock of the Company having a fair
market value equal to such withholding tax, either through delivery of shares
held by the Optionee or by reduction in the number of shares to be delivered
to the Optionee upon exercise of such option.
4. RIGHTS AS SHAREHOLDER. Optionee shall not have any rights as a
shareholder with respect to any shares subject to this Option until the date
that a stock certificate for such shares as to which Optionee has exercised this
Option has been issued to Optionee. Company shall issue such certificate as
expeditiously as possible.
5. SECURITIES REGULATION.
(a) COMPLIANCE; CONDITION TO EXERCISE. Shares of Common Stock
shall not be issued with respect to this Option unless the exercise of this
Option and the issuance and delivery of such shares pursuant thereto shall
comply with all relevant provisions of law, including, without limitation, any
applicable state securities laws, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall further be subject to the approval of
counsel for the Company with respect to such compliance.
(b) REPRESENTATIONS BY OPTIONEE. As a condition to the exercise
of this option, the Company may require the Optionee to represent and warrant at
the time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such shares,
if, in the option of counsel for the Company, such representation is required by
any relevant provision of the laws referred to in Section 5(a). At the option
of the Company, a stop transfer order against any shares may be placed on the
official stock books and records of the Company, and two legends may be stamped
on the stock certificate, one of which indicating that the shares may not be
pledged, sold or otherwise transferred unless an opinion of counsel is provided
.(concurred in by counsel for the Company) stating that such transfer is not in
violation of any applicable law or regulation, and the second of which
indicating that the shares may not be pledged, sold, or otherwise transferred
except in compliance with, if applicable, the Company's Shareholders' Agreement.
The Board of Directors may also require such other action or agreement by the
optionees as may from time to time be necessary to comply with the federal and
state securities laws.
6. OPTION ADJUSTMENTS.
6.1 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The number and class
of shares covered by this Option and the exercise price per share thereof (but
not the total price), shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock of the Company resulting
from a split-up or consolidation of shares or any like capital adjustment, or
the payment of any stock dividend, or any other increase or decrease in the
number of shares of Common Stock of the Company without the receipt of
consideration by the Company.
6.2 EFFECT OF CERTAIN TRANSACTIONS. Upon a merger, consolidation,
acquisition of property or stock, separation, reorganization or liquidation of
the Company, as a result of which the shareholders of the Company receive cash,
stock or other property in exchange for their shares of Common Stock, any option
granted hereunder shall terminate, but, provided that the Optionee shall have
the right immediately prior to any such merger, consolidation, acquisition of
property or stock, separation, reorganization or liquidation to exercise this
option in whole or in part.
6.3 FRACTIONAL SHARES. In the event of any adjustment in the number
of shares covered by any option, any fractional shares resulting from such
adjustment shall be disregarded and each such option shall cover only the number
of full shares resulting from such adjustment.
7. REPURCHASE OF STOCK.
7.1 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The number and class
of shares covered by this Option and the exercise price per share thereof (but
not the total price), shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common stock of the Company resulting
from a split-up or consolidation of shares or any like capital adjustment, or
the payment of any stock dividend, or any other increase or decrease in the
number of shares of Common Stock of the Company without the receipt of
consideration by the Company.
7.2 TERMINATION OF EMPLOYMENT. In the event of a termination of
employment of the Optionee, for any reason whatsoever, the Company shall have
the option for a period beginning on the date of such termination and ending
ninety (90) days following the date of such termination to purchase all or any
portion of this TechWave stock option at a per share purchase price equal to the
greater of W the difference between (a) the per share fair market value of such
TechWave stock at the date of such termination as determined by the Board of
Directors of TechWave in its sole discretion and (B) $.77; and (ii) the
applicable cash purchase price set forth below:
YEAR OF PURCHASE PRICE
TERMINATION PER OPTION SHARE
----------- ----------------
1997 $0.73
1998 $1.23
1999 $2.23
2000 or thereafter $3.23
7.3 TERMINATION OF REPURCHASE OPTION. This repurchase option shall
terminate upon the earlier of the following to occur: (i) TechWave completes a
public offering of its stock pursuant to an effective registration statement
under the Securities Act of 1933 or (ii) TechWave becomes subject to the
periodic reporting requirements under Section 1 2(g), 13 or 15(d) of the
Securities & Exchange Act of 1934.
8. RESERVATION OF STOCK. The Company covenants that during the term this
Option is exercisable, the Company will reserve from its authorized and unissued
Common Stock the number
of shares of Common Stock subject to this option (as may be adjusted under
the terms of the Option). The Company further covenants that all shares of
Common Stock that may be issued upon the exercise of this Option and payment
of the purchase price as set forth herein will be validly authorized, fully
paid and nonassessable.
9. REPLACEMENT OF OPTION. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft or destruction of this Option, and, if
requested, upon delivery of an indemnity agreement reasonably satisfactory to
the Company, the Company at its expense shall execute and deliver, in lieu of
this Option, a new replacement Option.
10. AMENDMENT. Any amendment of this Option may only occur in writing
with the consent of the Company and the Optionee.
11. NOTICES. Any notice or demand which either party may give to the
other hereunder shall be in writing and shall be effective when delivered
personally or sent by registered mail, postage prepaid, addressed, if to
Optionee, as set forth on Schedule A and if to Company, as allows:
TechWave Inc.
000 Xxxxx Xxx
Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Either party may, by notice in writing, direct that future notices or demands be
sent to a different address.
12. GOVERNING LAW. This Option shall be governed by the laws of the state
of Washington.
DATED this __ day of ________, 19__.
TECHWAVE, INC.
By:
Its
ACCEPTANCE AND ACKNOWLEDGMENT
I accept the stock option dated __________ __, 19__, granted by TechWave
Inc., and understand its terms and conditions.
Dated:
OPTION GRANT
TECHWAVE INC.
SCHEDULE A
1. Name and Address of Optionee:
2. Date of grant of this option: ____________ __, 19__
3. This option is: ( ) an Incentive Stock Option, or
( ) a Nonqualified Option.
4. Number of shares of Common Stock
covered by this Option: ______ shares
5. Purchase price per share: $0.77
6. This Option expires five (5) years
after the date of grant on: ________ __, ____
7. Fully vested upon date hereof.
NOTICE OF EXERCISE OF STOCK OPTION
TO: TECHWAVE INC.
I hereby exercise my stock option granted by TechWave Inc. (the "Company"),
subject to all the terms and provisions thereof and notify the Company of my
desire to purchase _______________ shares of Common Stock of the Company at the
exercise price of $.77 per share which were offered to me pursuant to said
option.
I hereby represent that the _______________ shares of Common Stock to be
delivered to me pursuant to this exercise are being acquired by me for my own
account, for investment and not with a view to resale or distribution.
Dated:
