EXHIBIT 99(c)
NON-QUALIFIED STOCK OPTION CONTRACT
UNDER THE 2001 STOCK OPTION PLAN
STOCK OPTION CONTRACT entered into as of ________, 2002, between IMAGING
TECHNOLOGIES CORPORATION, a Delaware corporation (the "Company"), and [EMPLOYEE
NAME] (the "Optionee").
W I T N E S S E T H:
1. The Company, in accordance with the allotment made by the Administrators and
subject to the terms and conditions
of the 2001 Stock Option Plan of the Company (the "Plan"), grants to the
Optionee an option to purchase an aggregate of ____shares of the Common Stock,
$.005 par value per share, of the Company (the "Common Stock") at an exercise
price of $____per share, being at least equal to the fair market value of such
shares of Common Stock on the date hereof. This option is not intended to
constitute an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
2. The term of this option shall be ten (10) years from the date
hereof, subject to earlier
termination as provided in the Plan. The option shall be exercisable as to
one-forty eighth (1/48) of the shares of Common Stock subject hereto on each
monthly anniversary hereof, subject to such earlier termination and the
provisions set forth herein. The right to purchase shares of Common Stock under
this option shall be cumulative, so that if the full number of shares
purchasable in a period shall not be purchased, the balance may be purchased at
any time or from time to time thereafter, but not after the expiration of the
option. Notwithstanding any of the foregoing, in no event may a fraction of a
share of Common Stock be purchased under this option.
3. This option shall be exercised by giving written notice to the Company at
its then principal office, presently 00000 Xxxxxxxxxx Xxxxx, Xxx Xxxxx,
Xxxxxxxxxx 00000, Attention: President, stating that the Optionee is
exercising the option hereunder, specifying the number of shares being
purchased and accompanied by payment in
full of the aggregate purchase price therefor in cash or by certified check.
4. The Company may withhold cash and/or shares of Common Stock to be issued to
the Optionee in the amount which the Company determines is necessary to satisfy
its obligation to withhold taxes or other amounts incurred by reason of the
grant or
exercise of this option or the disposition of the underlying shares of Common
Stock. Alternatively, the Company may require the Optionee to pay such amount to
the Company and the Optionee agrees to pay such amount to the Company in cash
promptly upon demand.
5. Notwithstanding the foregoing, this option shall not be exercisable by the
Optionee unless (a) a Registration Statement under the Securities Act of
1933, as amended (the "Securities Act") with respect to the shares of Common
Stock to be received upon the exercise of this option shall be effective and
current at the time of exercise, or (b) there is an exemption from
registration under the Securities Act for the issuance of the shares of Common
Stock upon such exercise. The Optionee hereby represents and warrants to the
Company that, unless such a Registration Statement is effective and current at
the time of exercise of this option, the shares of Common Stock to be issued
upon the exercise of this option will be acquired by the Optionee for his own
account, for investment only and not with a view to the resale or distribution
thereof. In any event, the Optionee shall notify the Company of any proposed
resale of the shares of Common Stock issued to him upon the exercise of this
option. Any subsequent resale or distribution of shares of Common Stock by the
Optionee shall be made only pursuant to (x) a Registration Statement under the
Securities Act which is effective and current with respect to the sale of shares
of Common Stock being sold, or (y) a specific exemption from the registration
requirements of the Securities Act, but in claiming such exemption, the Optionee
shall, prior to any offer of sale or sale of such shares of Common Stock,
provide the Company (unless waived by the Company) with a favorable written
opinion of counsel, in form and substance satisfactory to the Company, as to the
applicability of such exemption to the proposed sale or distribution. Such
representations and warranties shall also be deemed to be made by the Optionee
upon each exercise of this option. Nothing herein shall be construed as
requiring the Company to register the shares subject to this option under the
Securities Act.
6. Notwithstanding anything herein to the contrary, if at any time the
Committee shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition to,
or in connection with, the granting of an option or the issue of shares of
Common Stock hereunder, then this option may not be exercised in whole or in
part unless such listing, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.
7. The Company may affix appropriate legends upon the certificates for shares
of Common Stock issued upon exercise of this option and may issue such
"stop transfer" instructions to its transfer agent in respect of such shares
as it determines, in its discretion, to be necessary or appropriate to (a)
prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act or (b) implement the provisions of the Plan
or this Contract or any other agreement between the Company and the Optionee
with respect to such shares of Common Stock.
8. Nothing in the Plan or herein shall confer upon the Optionee any right to
continue in the employ of the Company, any Parent or any of its Subsidiaries,
or interfere in any way with any right of the Company, any Parent or any of
its Subsidiaries to terminate such employment at any time for any reason
whatsoever without liability to the Company, any Parent or any of its
Subsidiaries.
9. The Company and the Optionee agree that they will both be subject to
and bound by all of the terms and conditions of the Plan, a copy of which is
attached hereto and made a part hereof. Any capitalized term not defined
herein shall have the meaning ascribed to it in the Plan. In the event of a
conflict between the terms of this Contract and the terms of the Plan, the
terms of the Plan shall govern.
10. The Optionee represents and agrees that he will comply with all
applicable laws relating to the Plan and the grant and
exercise of this option and the disposition of the shares of Common Stock
acquired upon exercise of the option, including without limitation, federal and
state securities and "blue sky" laws.
11. This option is not transferable by the Optionee otherwise than by will or
the laws of descent and distribution and may
be exercised, during the lifetime of the Optionee, only by the Optionee or the
Optionee's legal representatives.
12. This Contract shall be binding upon and inure to the benefit of any
successor or assign of the Company and to any heir, distributee, executor,
administrator or legal representative entitled to the Optionee's rights
hereunder.
13. This Contract shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without regard to the
conflicts of law provisions.
14. The invalidity, illegality or unenforceability of any provision
herein shall not affect the validity, legality or enforceability of any other
provision, all of which shall be valid, legal and enforceable to the fullest
extent permitted by applicable law.
15. The Optionee agrees that the Company may amend the Plan and the options
granted to the Optionee under the Plan, subject to the limitations contained in
the Plan. 16. Notwithstanding anything to the contrary of Section 8 of the Plan,
the Optionee agrees that if the Optionee's relationship with the Company, its
Subsidiaries and Parent, is or has been terminated for any reason (other than as
a result of death or Disability), the Optionee may exercise this option, to the
extent exercisable on the date of termination, at any time within thirty (30)
days after the date of termination, but not thereafter and in no event after the
date the option would otherwise have expired; PROVIDED, HOWEVER, that if such
relationship is terminated either (a) for Cause, or (b) without the consent of
the Company, this option shall terminate immediately.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the
day and year first above
written.
IMAGING TECHNOLOGIES CORPORATION
____________________________
By: Name:
Title:
[OPTIONEE NAME]
