S1 CORPORATION S1 2003 STOCK INCENTIVE PLAN NON QUALIFIED OPTION AGREEMENT (Standard Employee Agreement)
Exhibit (d)(10)
S1 CORPORATION
S1 2003 STOCK INCENTIVE PLAN
NON QUALIFIED OPTION AGREEMENT
(Standard Employee Agreement)
S1 2003 STOCK INCENTIVE PLAN
NON QUALIFIED OPTION AGREEMENT
(Standard Employee Agreement)
THIS STOCK OPTION AGREEMENT (the “Option Agreement”) is made this <<Grant_Date» by and
between S1 CORPORATION (“S1C”), <<First_Name» «Last Name», an employee of S1C or of a
subsidiary of S1C (the “Optionee”).
(a) Exercise of Option. The Optionee may exercise the Option (to the extent permitted
under Subsection (b) below and subject to the limitations on exercise set forth in Subsection (f)
below), in whole or in part, at any time and from time to time, after the Grant Date and before
termination of the Option; provided, that no single exercise of the Option shall be for less than
100 shares, unless the number of shares purchased is the total number at the time available for
purchase under this Option. Except as otherwise provided in the Plan, during the lifetime of the
Optionee, only the Optionee (or, in the event of the Optionee’s legal incapacity or incompetence,
the Optionee’s guardian or legal representative) may exercise the Option.
(b) Limitations on Exercise of Option. The Optionee may exercise the right to
purchase 25 percent of the shares of Stock subject to the Option on or after the first anniversary
of « Anniv_Date» (the “Vesting Date”), if the Optionee has been employed continuously from the
Grant Date to such date by S1C, any “parent corporation” thereof within the meaning of Section
424(e) of the Code (a “Parent”), any “subsidiary corporation” within the meaning of Section
424(f) of the Code of S1C or any such Parent (a “Subsidiary”) or any other “subsidiary corporation”
(within the meaning of such Subsection) of any such parent corporation. Thereafter, so long as
such continuous employment has not been interrupted, the Optionee may purchase an additional 25
percent of the shares of Stock subject to the Option on or after each of the next three
anniversaries of the Vesting Date. The foregoing installments shall accumulate and may be
exercised at any time before termination of the Option. In no event may the Option be exercised,
in whole or in part, after 10 years following the Grant Date, or after the occurrence of an event
referred to in Subsection (e) of this Section that results in termination of the Option. In no
event may the Option be exercised for a fractional share.
(c) Termination of Employment – In General. The Optionee may exercise the Option only
while the Optionee is employed by S1C or a Parent or Subsidiary or for 12 months thereafter, after
which the Option shall terminate, except as provided in this Subsection (e) of this Section. Upon
the Optionee’s termination of employment, the Optionee may (subject to the limitations on exercise
set forth in Subsection (f) below) exercise all or any part of the Option, to the extent that the
Option had become vested and exercisable under Section 3(b) hereof immediately before such
termination, at any time within 12 months after termination of employment and prior to the
termination of the Option as set forth in subsection (e) of this Section.
(d) Death. In the event of the Optionee’s death while employed by the S1C or a Parent
or Subsidiary and after having completed at least two years continuous service with S1C or a Parent
or Subsidiary, the Option shall be exercisable whether or not it had become exercisable immediately
before the Optionee’s death under Section 3(b) hereof and, in such event, the personal
representative or legatees or distributees of the Optionee’s estate, as the case may be, shall have
the right (subject to the limitations on exercise set forth in Subsection (f) below) to exercise
all or part of the Option within one year after the date of the Optionee’s death and prior to the
termination of the Option as set forth in Subsection (e) of this Section. In the event of the
Optionee’s death during the period following the termination of employment with S1C or a Parent or
Subsidiary in which the Option was exercisable pursuant to Subsection (c) of this Section, or in
the event of the Optionee’s death while employed by S1C or a Parent or Subsidiary and before having
completed at least two years continuous service with S1C or a Parent or Subsidiary, the Option
shall be exercisable to the extent it had become exercisable immediately before the Optionee’s
death under Section 3(b) hereof and, in such event, the personal representative or legatees
or distributees of the Optionee’s estate, as the case may be, shall have the right (subject to the
limitations on exercise set forth in Subsection (f) below) to exercise the Option, to such extent,
within one year after the Optionee’s last day of employment and prior to the termination of the
Option as set forth in Subsection (e) of this Section.
(e) Termination of Option. The Option shall terminate upon the earlier of (i) the
expiration of a period of 10 years from the Grant Date; or (ii) 12 months after the Optionee’s
termination of employment with S1C or a Parent or Subsidiary. Continuation of the term of the
Option after termination of employment shall not result in any additional vesting of the Option.
(f) Limitations on Exercise of Option. Notwithstanding the foregoing Subsections of
this Section, in no event may the Option be exercised, in whole or in part, after 10 years
following the Grant Date, or after the occurrence of an event referred to in Section 7 below
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that results in termination of the Option. In no event may the Option be exercised for a
fractional share.
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event of death of the Optionee. Any transferee shall be bound by the terms of this Agreement
and, except as may otherwise be required by the context, references to the Optionee herein shall be
deemed to be references to the transferee, provided that references to the death or termination of
employment of the Optionee shall refer only to the original Optionee named herein.
(a) Changes in Stock. If the outstanding shares of Stock are increased or decreased
or changed into or exchanged for a different number or kind of shares or other securities of S1C by
reason of any recapitalization, reclassification, stock split-up, combination of shares, exchange
of shares, stock dividend, or other distribution payable in capital stock, or other increase or
decrease in such shares effected without receipt of consideration by S1C occurring after the date
the Option is granted, a proportionate and appropriate adjustment shall be made by S1C in the
number and kind of shares subject to the Option, so that the proportionate interest of the Optionee
immediately following such event shall, to the extent practicable, be the same as immediately prior
to such event. Any such adjustment in the Option shall not change the total Option Price with
respect to shares subject to the unexercised portion of the Option but shall include a
corresponding proportionate adjustment in the Option Price per share. If there is a distribution
payable in the capital stock of a subsidiary corporation of S1C (“Spin off Shares”), to the extent
consistent with Treasury Regulation Section 1.425-1(a)(6) or the corresponding provision of any
subsequent regulation, the Option shall thereafter additionally pertain to the number of Spin-off
Shares that would have been received in such distribution by a shareholder of S1C who owned a
number of shares of Common Stock equal to the number of shares that are subject to the Option at
the time of such distribution, and the aggregate Option Price of the Option shall be allocated
between the Spin-off Shares and the Common Stock in proportion to the relative fair market values
of a Spin-off Share and a share of Common Stock immediately after the distribution of Spin-off
Shares.
(b) Reorganization in Which S1C is the Surviving Corporation. Subject to Subsection
(c) of this Section, if S1C shall be the surviving corporation in any reorganization, merger, or
consolidation of S1C with one or more other corporations, the Option shall pertain to and apply to
the securities to which a holder of the number of shares of Stock subject to the Option would have
been entitled immediately following such reorganization, merger, or consolidation, with a
corresponding proportionate adjustment of the Option Price per share so that the aggregate Option
Price thereafter shall be the same as the aggregate Option Price of the shares remaining subject to
the Option immediately prior to such reorganization, merger, or consolidation.
(c) Reorganization in Which S1C Is Not the Surviving Corporation or Sale of
Assets or Stock. Upon the consolidation or liquidation of S1C, or upon a merger,
consolidation, or reorganization of S1C with one or more other corporations in which S1C is not the
surviving
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corporation, or upon a sale of all or substantially all of the assets of S1C to another
corporation, or upon any transaction (including, without limitation, a merger or reorganization in
which S1C is the surviving corporation) approved by the Board of Directors of S1C that results in
any person or entity owning 80 percent or more of the combined voting power of all classes of stock
of S1C, the Option hereunder shall terminate, except to the extent provision is made in connection
with such transaction for the continuation and/or the assumption of the Option, or for the
substitution for the Option of new options covering the stock of a successor employer corporation,
or a parent or subsidiary thereof, with appropriate adjustments as to the number and kinds of
shares and exercise prices, in which event the Option shall continue in the manner and under the
terms so provided. In the event of any such termination of the Option, the Optionee shall have the
right (subject to the limitations on exercise set forth in Subsection F of Section 3 above), for 30
days immediately prior to the occurrence of such termination, to exercise the Option in whole or in
part, whether or not the Optionee was otherwise entitled to exercise such Option at the time such
termination occurs. S1C shall send written notice of an event that will result in such a
termination to the Optionee not later than the time at which S1C gives notice thereof to its
shareholders.
(d) Adjustments. Adjustments specified in this Section relating to stock or
securities of S1C shall be made by the Board of Directors of S1C or the Stock Option Committee,
whose determination in that respect shall be final, binding, and conclusive. No fractional shares
of Stock or units of other securities shall be issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be eliminated in each case by rounding downward
to the nearest whole share or unit.
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upon the effectiveness of such registration or the availability of such an exemption. The
Option shall not be exercisable unless the Optionee shall have received all required regulatory
approvals with respect to ownership of the Stock to be issued upon such exercise.
12. Governing Law. This Option Agreement is executed pursuant to and shall be
governed by the laws of the State of Delaware (but not including the choice of law rules thereof).
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provided, however, that S1C unilaterally may waive any provision hereof in
writing to the extent that such waiver does not adversely affect the interests of the Optionee
hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the
same provision or a waiver of any other provision hereof.
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SI CORPORATION | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
OPTIONEE: | ||||||
<<First_Name>> «Last Name» ADDRESS | ||||||
FOR NOTICE TO OPTIONEE: | ||||||
Number Street | ||||||
City State Zip Code |