Exhibit 10.55
NON-QUALIFIED STOCK OPTION AGREEMENT
GRANTED PURSUANT TO
THE 2000 OMNIBUS STOCK AND INCENTIVE PLAN
FOR AUTHORISZOR INC.
THIS OPTION AGREEMENT (the "Agreement") is entered into as of the Date
of Grant (as defined herein), by and between Xxxxxx X. Box (the "Participant")
and Authoriszor Inc. (the "Corporation").
RECITALS
WHEREAS, the Corporation has adopted the 2000 Omnibus Stock and
Incentive Plan of Authoriszor Inc. (the "Plan"), which is incorporated by
reference into and forms a part of this Agreement, and the Participant has been
selected pursuant to the Plan to receive a Non-Qualified Stock Option under the
Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Corporation and the
Participant as follows:
1. Definitions. Terms otherwise not defined herein shall have the
meaning ascribed to them in the Plan.
2. Terms of Award. A Non-Qualified Stock Option (the "Option") for a
total of 100,000 shares ("Shares") of the common stock, par value $0.01 per
share, of the Corporation, is hereby granted to the Participant at the exercise
price determined as provided in, and in all respects subject to the terms,
definitions and provisions of, the Plan in consideration for the Participant's
service to the Corporation and to provide incentive to the Participant to
continue service to the Corporation.
(a) Exercise Price. The "Exercise Price" is $7.75 for each Share.
(b) Date of Grant. This Option is granted as of November 10, 2000 (the
"Date of Grant").
(c) Award and Exercise Price. This Agreement specifies the
terms of the Option granted to the Participant to purchase the Shares at the
Exercise Price per share as set forth in Section 2(a). The Option is not
intended to constitute an "incentive stock option" as that term is used in Code
section 422.
(d) Date of Exercise. The Option shall be immediately exercisable in
whole or in part according to the provisions of the Plan.
3. Expiration of Option Period.
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(a) The unexercised portion of this Option shall automatically
and without notice terminate and become null and void at the time of
the earliest to occur of the following:
(i) November 10, 2003;
(ii) the resignation of Participant as a director of
the Corporation ;
(iii) the removal of the Participant as a director of
the Corporation by the stockholders of the Corporation;
(iv) the failure of the Participant to be elected as
a director of the Corporation at any meeting of stockholders
of the Corporation at which directors are elected;
(v) the Board of Directors of the Corporation in the
exercise of its fiduciary duties shall have determined that
Participant should be removed for cause;
(vi) Thirty (30) days after the date that Participant
ceases to be a director of the Corporation, regardless of the
reason thereof, other than as provided for in Sections
3(a)(ii) - (viii) hereof;
(vii) one (1) year after the date on which the
Participant suffers a mental or physical disability as
determined by a medical doctor satisfactory to the
Corporation; or
(viii) either (y) one (1) year after the date that
the Participant ceases to be a director of the Corporation by
reason of the death of the Participant, or (z) six (6) months
after the date on which the Participant shall die, if the
Participant's death shall occur during the thirty (30) day
period described in Section 3(a)(vi) or the one-year period
described in Section 3(a)(viii) hereof.
(b) The Corporation in its sole discretion may, by giving
written notice (a "Cancellation Notice") to the Participant prior to
the consummation of any of the transactions described in Section
4(b)(i) or 4(b)(ii) below, cancel, effective upon the date of the
consummation of any such transactions, all or any portion of this
Option that remains unexercised on such date. Such Cancellation Notice
shall be given to the Participant a reasonable period of time (but not
less than 15 days) prior to the effective date of such cancellation,
and may be given either before or after stockholder approval of such
transaction.
(i) Any transaction (which shall include a series of
related transactions occurring within 60 days or occurring
pursuant to a plan) that has the result that stockholder of
the Corporation immediately before such transaction cease to
own at least 51% of (x) the voting stock of the Corporation or
(y) any entity that results from the participation of the
Corporation in a reorganization, consolidation, merger,
liquidation or any other form of corporate transaction.
(ii) A sale, exchange or other disposition of all or
substantially all the property and assets of the Corporation
to an unaffiliated third party.
4. Payment. The exercise price of any Shares purchased shall be paid
solely in cash, by certified or cashier's check, by money order, with Shares
owned by the Participant for at least six (6) months (provided that at the time
of exercise the Committee in its sole discretion does not prohibit the exercise
of Options through the delivery of already-owned Shares) or by a combination of
the above; provided, however, that the Committee in its sole discretion may
accept a personal check in full or partial payment of any Shares. If the
exercise price is paid in whole or in part with Shares, the value of the Shares
surrendered shall be their Fair Market Value on the date received by the
Corporation. Any Shares delivered in satisfaction of all or a portion of the
exercise price shall be appropriately endorsed for transfer and assignment to
the Corporation.
5. Withholding. The Participant shall make satisfactory arrangements
for the withholding of any amounts necessary for withholding in accordance with
applicable Federal or state income tax laws.
6. Market Stand-Off. The Participant hereby agrees that, if so
requested by the Corporation or any representative of the underwriters in
connection with any registration of the offering (the "Offering") of any
securities of the Corporation under the Securities Act of 1933, as amended (the
"Securities Act"), the Participant shall not sell or otherwise transfer any
Shares or other securities of the Company during the 180-day period (or such
other period as may be requested in writing by the managing underwriter with
respect to the Offering and agreed to in writing by the Company) (the "Market
Standoff Period") following the effective date of a registration statement of
the Company filed under the Securities Act. Such restriction shall apply only to
the first registration statement of the Company to become effective under the
Securities Act after the effective date of the Plan that includes securities to
be sold on behalf of the Company to the public in an underwritten public
offering under the Securities Act. The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such Market Standoff Period.
7. Issuance of Shares. No person shall be, or have any of the rights or
privileges of, a stockholder of the Corporation with respect to any of the
Shares subject to an Option unless and until certificates representing such
Shares shall have been issued and delivered to such person. As a condition of
any issuance of a certificate for Shares, the Committee may obtain such
agreements or undertakings, if any, as it may deem necessary or advisable to
assure compliance with any provision of the Plan, the agreement evidencing the
Option or any law or regulation including, but not limited to, the following:
(a) A representation, warranty or agreement by the Participant
to the Corporation at the time any Option is exercised that he is
acquiring the Shares to be issued to him for investment and not with a
view to, or for sale in connection with, the distribution of any such
Shares; and
(b) A representation, warranty or agreement to be bound by any
legends that are, in the opinion of the Committee, necessary or
appropriate to comply with the provisions of any securities laws deemed
by the Committee to be applicable to the issuance of the Shares and are
endorsed upon the Share certificates.
8. Surrender of Option. Upon exercise of this Option in part, if
requested by the Corporation, the Participant shall deliver this Option and any
other written agreements executed by the Corporation and the Participant with
respect to this Option to the Corporation who shall endorse or cause to be
endorsed thereon a notation of such exercise and return all agreements to the
Participant.
9. Transferability of Option. The Option is not transferable other than
as designated by the Participant by will or by the laws of descent and
distribution, and during the Participant's life, may be exercised only by the
Participant.
10. Administration. The Plan and this Option shall be administered by
the Committee as provided for and described in the Plan.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Date of Grant.
/s/ Xxxxxx X. Box
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Xxxxxx X. Box
AUTHORISZOR INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Chief Executive Officer
and President
