VOXWARE, INC.
STOCK OPTION AGREEMENT
AGREEMENT made as of the 19th day of May, 1995, by and between
VOXWARE, INC., a Delaware corporation (the "Company") and Xxxx Xxxxxxxx Ph.D.
(the "Optionee").
W I T N E S S E T H
WHEREAS, the Company desires to grant to the Optionee and the Optionee
desires to accept an option to purchase shares of common stock, $.001 par value,
of the Company (the "Common Stock") upon the terms and conditions set forth in
this agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant. The Company hereby grants to the Optionee an option to purchase
25,000 shares of Common Stock, at a purchase price per share of $0.75. This
option is intended to be treated as an option which does not qualify as an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
2. Exercise. Except as specifically provided otherwise herein, the Option
will be exercisable at any time after the date hereof (the "Grant Date"). The
option may be exercised in whole or in part by delivering to the Secretary of
the Company (a) a written notice specifying the number of shares to be
purchased, and (b) payment in full of the exercise price, together with the
amount, if any, deemed necessary by the Company to enable it to satisfy any
income tax withholding obligations with respect to the exercise (unless other
arrangements acceptable to the Company are made for the satisfaction of such
withholding obligations). The exercise price shall be payable in cash or by bank
or certified check. The Company may (in its sole and absolute discretion) permit
all or part of the exercise price to be paid with previouslyowned shares of
Common Stock, or in installments (together with interest) evidenced by the
Optionee's secured promissory note.
3. Termination. Unless sooner terminated, to the extent not sooner
exercised, the Option will terminate five years from the Grant Date and may not
be exercised under any circumstances thereafter.
4. Rights as Stockholder. No shares of Common Stock shall be sold or
delivered hereunder until full payment for such shares has been made (or, to the
extent payable in installments, provided for). The Optionee shall have no rights
as a stockholder with respect to any shares covered by the option until a stock
certificate for such shares is issued to the Optionee. Except as otherwise
provided herein, no adjustment shall be made for dividends or distributions of
other rights for which the record date is prior to the date such stock
certificate is issued.
5. Nontransferability. The option is not assignable or transferable except
upon the Optionee's death to a beneficiary designated by the Optionee or, if no
designated beneficiary shall survive the Optionee, pursuant to the Optionee's
will and/or the laws of descent and distribution. During an Optionee's lifetime,
the option may be exercised only by the Optionee or the Optionee's guardian or
legal representative.
6. Securities Registration Required. Notwithstanding anything herein to the
contrary, the option may not be exercised unless and until such time, if at all,
as a registration statement covering the shares of Common Stock issuable upon
exercise of the option granted hereunder is filed with and declared effective by
the Securities and Exchange Commission under the Securities Act of 1933, as
amended.]
7. Change in Control; Capital Changes.
(a) In the event of any stock split, stock dividend or similar transaction
which increases or decreases the number of outstanding shares of Common Stock,
appropriate adjustment shall be made by the Board of Directors of the Company to
the number and option exercise price per share of Common Stock which may be
purchased under the option. In the case of a merger, consolidation or similar
transaction which results in a replacement of the Company's Common Stock and
stock of another corporation, the Company will make a reasonable effort, but
shall not be required, to replace the option granted hereunder with comparable
options to purchase the stock of such other corporation.
(b) In the event of any adjustment in the number of shares covered by any
option pursuant to the provisions hereof, any fractional shares resulting from
such adjustment will be disregarded and each such option will cover only the
number of full shares resulting from the adjustment.
(c) All adjustments under this Section 7 shall be made by the Board of
Directors of the Company, and its determination as to what adjustments shall be
made, and the extent thereof, shall be final, binding and conclusive.
8. No Employment Rights. Nothing in this agreement shall give the Optionee
any right to continue in the employ or service of the Company or a subsidiary
thereof, or interfere in any way with the right of the Company or a subsidiary
thereof to terminate the employment or service of the Optionee.
9. Miscellaneous.
(a) This agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
(b) This agreement shall be governed by and construed in accordance with
the laws of the State of Delaware. This agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and may
not be modified except by written instrument executed by the parties.
IN WITNESS WHEREOF, this agreement has been executed as of the date first
above written.
VOXWARE, INC.
By: /s/ VOXWARE, INC.
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/s/ XXXX XXXXXXXX PH.D.
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Xxxx Xxxxxxxx Ph.D.
Optionee
