EXHIBIT 4.3
COMMUNICATION INTELLIGENCE CORPORATION
FORM OF 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:
Date of Grant:
Exercise Price Per Share:
Total Number of Shares Granted:
Type of Option:
Expiration Date:
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.
COMMUNICATION INTELLIGENCE
ACCEPTED: CORPORATION
Optionee By: Xxxxx XxXxxxxxxx
President
Address Title
City State Zip
2
EXHIBIT A
COMMUNICATION INTELLIGENCE CORPORATION
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:
Number of Shares:
----
Exercise Price:
----
Total Purchase Price:
----
This Exercise Notice together with payment is to be delivered, either in
person or by certified mail to:
The Secretary
Communication Intelligence Corporation
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
Please mail my common stock certificate to the address listed below:
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