Exhibit 10.11
CLICK COMMERCE, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT, is made as of April 1, 2000 between Click
Commerce, Inc., a Delaware corporation (the "Company"), and Xxxxxx Xxxxxxx (the
"Optionee").
W I T N E S S E T H:
WHEREAS, in consideration for the provision of consulting services by
Optionee, the Company desires to provide the Optionee with the opportunity to
purchase shares of its common stock, $.001 par value per share (the "Common
Stock"), in accordance with the terms of the Amended and Restated Click
Commerce, Inc. Stock Option and Stock Award Plan (the "Plan"):
NOW THEREFORE, in consideration of the premises and of the mutual covenants
and agreements hereinafter contained, the parties hereto mutually covenant and
agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee an option
(the "Option") to purchase all or any part of an aggregate of 10,000 shares of
Common Stock (such number being subject to adjustment as provided in Paragraph
11 of the Plan) on the terms and conditions hereinafter set forth. The Option is
hereby designated as an "Nonqualified Stock Option" or "Nonstatutory Stock
Option" ("NSO") not intended to be an incentive stock option within the meaning
of Section 422 of the Internal Revenue Code of 1986 as amended ("Code"), to the
extent permitted under that section.
2. Purchase Price. The per share purchase price of the shares of Common
Stock issuable upon exercise of the Option shall be $5.25.
3. Term. The term of the Option designated as an NSO shall be for a
period of ten (10) years from the date hereof.
4. Vesting.
(a) The Options granted hereunder are vested upon execution of this
Agreement.
(b) In the event of a merger or consolidation of the Company constituting
a "Change of Control" under Section 6 of the Plan, in connection with such
transaction the Company may exchange the Option for options to acquire shares of
capital stock of the successor company pursuant to such merger or consolidation
on a basis consistent with the merger consideration paid to stockholders of the
Company.
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5. Exercise.
(a) The Optionee shall be entitled to exercise the Option (i) in the event
of a "Qualified IPO" within the meaning of Section 6 of the Plan, or (ii) in the
event of a Change in Control within the meaning of Section 6 of the Plan. The
determination of a Qualified IPO or a Change in Control shall be made by the
"Committee" (as defined in Section 4 of the Plan) in accordance with the terms
of the Plan. Notwithstanding the foregoing, the Option shall not be exercisable
after the expiration date of the Option.
(b) In connection with any public offering by the Company of its Common
Stock, the Optionee agrees not to, directly or indirectly, offer, sell, pledge,
contract to sell (including any short sale), grant any option to purchase or
otherwise dispose of any securities of the Company held by Optionee or enter
into any Hedging Transaction (as defined below) relating to any securities of
the Company for a period not to exceed 360 days following the effective date of
the initial public offering. For purposes of this Section 5, "Hedging
Transaction" means any short sale (whether or not against the box) or any
purchase, sale or grant of any right (including without limitation, any put or
call option) with respect to any security (other than a broad-based market
basket or index) that includes, relates to or derives any significant part of
its value from the Company's Common Stock.
6. Nontransferability. The Option shall not be transferable otherwise
than by will or the laws of descent and distribution, and the Option may be
exercised, during the lifetime of the Optionee, only by the Optionee. Without
limiting the generality of the foregoing, the Option may not be assigned,
transferred (except as provided above), pledged or hypothecated in any way,
shall not be assignable by operation of law, and shall not be subject to
execution, attachment or similar process, and any attempt to do so shall be
void.
7. Method of Exercising Option.
(a) Subject to the terms and conditions of this Agreement, the Option may
be exercised by written notice by registered or certified mail, return receipt
requested, addressed to the Company at its offices at the address for notices
set forth in Section 9. Such notice shall state that the Option is being
exercised thereby and the number of shares of Common Stock in respect of which
it is being exercised. It shall be signed by the person or persons so
exercising the Option and shall be accompanied by payment in full of the Option
price for such shares of Common Stock (i) in cash, (ii) in shares of Common
Stock to be valued at the Fair Market Value (as defined in Section 6(b) of the
Plan) thereof on the date of such exercise, (iii) with a combination of the
foregoing, or (iv) by other means authorized by the Committee. If the tender of
shares of Common Stock as payment of the Option price would result in the
issuance of fractional shares of Common Stock, the Company shall instead return
the balance in cash or by check to the Optionee. If the
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Option is exercised by any person or persons other than the Optionee under
Section 6, the notice shall be accompanied by appropriate proof of the right of
such person or persons to exercise the Option. The Company shall issue, in the
name of the person or persons exercising the Option, and deliver a certificate
or certificates representing such shares as soon as practicable after notice and
payment shall be received.
(b) The Option may be exercised in accordance with Section 5 and the terms
of the Plan with respect to any whole number of shares included therein, but in
no event may an Option be exercised as to less than one hundred (100) shares at
any one time, or the remaining shares covered by the Option if less than two
hundred (200).
(c) The Optionee shall have no rights of a stockholder with respect to
shares of Common Stock to be acquired by the exercise of the Option until the
date of issuance of a certificate or certificates representing such shares.
Except as otherwise expressly provided in the Plan, no adjustment shall be made
for dividends or other rights for which the record date is prior to the date
such stock certificate is issued. All shares of Common Stock purchased upon the
exercise of the Option as provided herein shall be fully paid and non-
assessable.
(d) If at any time the Company is required to withhold tax on ordinary
income recognized by the Optionee with respect to the shares received under the
Option, the amount required to be withheld shall be provided to the Company by
the Optionee. Such amount shall be paid in due course by the Company to the
applicable taxing authorities as income taxes withheld.
8. General. The Company shall during the term of the Option reserve and
keep available such number of shares of Common Stock as will be sufficient to
satisfy the requirements of this Agreement, shall pay all original issue taxes,
if any, with respect to the issuance of shares of Common Stock hereunder and all
other fees and expenses necessarily incurred by the Company in connection
herewith, and shall, from time to time, use its best efforts to comply with all
laws and regulations which, in the opinion of counsel for the Company, shall be
applicable hereto.
9. Notices. Each notice relating to this Agreement shall be in writing
and shall be sufficiently given if sent by registered or certified mail, or by
nationally recognized overnight delivery service, postage or charges prepaid, to
the address as hereinafter provided. Any such notice or communication given by
mail shall be deemed to have been given two business days after the date so
mailed, and such notice or communication given by overnight delivery service
shall be deemed to have been given one business day after the date so sent. Each
notice to the Company shall be addressed to it at its offices at 000 X. Xxxxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 (Attention: Xxxxxxx Xxxxxx). Each
notice to the Optionee or other person or persons then entitled to exercise the
Option
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shall be addressed to the Optionee or such other person or persons at the
Optionee's last known address.
10. Incorporation of the Plan. Notwithstanding the terms and conditions
contained herein, this Agreement shall be subject to and governed by all the
terms and conditions of the Plan. A copy of the Plan has been delivered to the
Optionee and is hereby incorporated by reference. In the event of any
discrepancy or inconsistency between the terms and conditions of this Agreement
and of the Plan, the terms and conditions of the Plan shall control.
11. Continuance of Involvement with the Company. The granting of the
Option is in consideration of the Optionee's services as a director of and
consultant to the Company or any subsidiary; provided, that nothing in this
Agreement shall confer upon the Optionee the right to continue as a member of
the board of the Company or any subsidiary or affect the right of the Company or
any subsidiary to terminate the Optionee's membership or consultancy at any time
in the sole discretion of the Company or any subsidiary, with or without cause.
12. Interpretation. The interpretation and construction of any terms or
conditions of the Plan, or of this Agreement or other matters related to the
Plan by the Committee shall be final and conclusive.
13. Enforceability. This Agreement shall be binding upon the Optionee and
such Optionee estate, personal representative and beneficiaries.
* * *
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and the Optionee has executed
this Agreement all as of the day and year first above written.
CLICK COMMERCE, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Its: Chief Executive Officer
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OPTIONEE:
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
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