Exhibit 4.7
NON-QUALIFIED STOCK OPTION AGREEMENT
NET VALUE, INC. (the "Company") hereby grants to Xxxxxx X. Xxxxx (the
"Optionee") an option to purchase shares of Common Stock (the "Shares") of the
Company, at the price set forth herein subject to the terms set forth herein,
and in all respects subject to the terms and provisions of the Net Value, Inc.
1996 Non-Qualified Stock Option Plan (the "Plan"), which terms and provisions
are hereby incorporated by reference herein. Unless the context herein otherwise
requires, the terms defined in the Plan shall have the same meanings herein.
1. Nature of the Option. This Option is intended to be a nonstatutory
stock option and is not intended to be an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or to otherwise qualify for any special tax benefits to the Optionee.
2. Date of Grant; Term of Option. This Option is granted this 4th day
of December, 1999, and it may not be exercised later than the fifth anniversary
of the date of this Agreement.
3. Option Exercise Price and Vesting. Subject to the terms and
conditions herein set forth and set forth in the Plan, the Company hereby grants
to Optionee an option to purchase 60,000 Shares at an exercise price of $1.00
per share. This Option shall immediately vest and be exercisable.
4. Exercise of Option. This Option shall be exercisable during its term
only in accordance with the terms and provisions of the Plan and this Option as
follows:
(a) Method of Exercise. This Option shall be exercisable by
written notice which shall state the election to exercise this Option, the
number of Shares in respect to which this Option is being exercised and such
other representations and agreements as to the Optionee's investment intent with
respect to such Shares as may be required by the Company hereunder or pursuant
to the provisions of the Plan. 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 or such other person as may be designated by the Company. The
written notice shall be accompanied by payment of the purchase price along with
any other agreements as the Company may require. Payment of the purchase price
shall be by check or such consideration and method of payment authorized by the
Board pursuant to the Plan. The certificate or certificates for the Shares as to
which the Option shall be exercised shall be registered in the name of the
Optionee and shall be legended as required under the Plan, and/or applicable
law.
(b) Restrictions on Exercise. This Option may not be exercised
if the issuance of the Shares upon such exercise would constitute a violation of
any applicable federal or state securities laws or other laws or regulations. As
a condition to the exercise of this Option, the Company may require the Optionee
to make any representation and warranty to the Company as may be required by any
applicable law or regulation.
5. Investment Representations. Unless the Shares have been registered
under the Securities Act of 1933, in connection with the acquisition of this
Option, the Optionee represents and warrants as follows:
(a) The Optionee is acquiring this Option, and upon exercise
of this Option, he will be acquiring the Shares for investment for his own
account, not as a nominee or agent, and not with a view to, or for resale in
connection with, any distribution thereof.
(b) The Optionee has a preexisting business or personal
relationship with the Company or one of its directors, officers or controlling
personnel and by reason of his business or financial experience, has, and could
be reasonably assumed to have, the capacity to protect his interests in
connection with the acquisition of this Option and the Shares.
6. Termination of Relationship with the Company. Subject to the
provisions of Section 7 hereof, if the Optionee ceases to serve the Company for
any reason other than death or Disability and thereby terminates his employment
or other relationship with the Company, the Optionee shall have the right to
exercise this Option at any time within one year after the date of termination
to the extent that the Optionee was entitled to exercise the Option at the date
of such termination. If the Optionee ceases to serve the Company due to death or
Disability, this Option may be exercised at any time within one year after the
date of death or Disability, in the case of death, by the Optionee's estate or
by a person who acquired the right to exercise this Option by bequest or
inheritance, or, in the case of Disability, by the Optionee or his legal
guardian or representative, but in any case, only to the extent the Optionee was
entitled to exercise this Option at the date of such termination; provided,
however, that if such disabled Optionee shall commence any employment or
engagement during such one year period with or by a competitor of the Company
(including, but not limited to, full or part-time employment or independent
consulting work), as determined solely in the judgment of the Board, this Option
shall terminate immediately upon the commencement thereof. To the extent that
the Optionee was not entitled to exercise the Option at the date of termination,
or to the extent the Option is not exercised within the time specified herein,
this Option shall terminate. Notwithstanding the foregoing, this Option shall
not be exercisable after the expiration of the term set forth in Section 2
hereof.
7. Forfeiture of Option. Notwithstanding any other provision of this
Option, if, in the sole determination of the Board of Directors, the Optionee
(i) has engaged in any type of disloyalty to the Company including, without
limitation, fraud, misappropriation, embezzlement, theft, or dishonesty in the
course of his employment or engagement, or (ii) has been convicted of a felony
or a crime involving a breach of trust or other fiduciary duty owed to the
Company, or (iii) has disclosed trade secrets or confidential information of the
Company, or (iv) has breached any agreement with the Company in respect of
confidentiality, nondisclosure, noncompetition or otherwise, all unexercised
Options shall terminate the date of such determination. In the event of such a
determination, in addition to immediate termination of all unexercised Options,
the Optionee shall forfeit all Option shares for which the Company has not yet
delivered share certificates to the Optionee and the Company shall refund to the
Optionee the Option price paid to it. Notwithstanding anything to herein to the
contrary, the Company may withhold delivery of share certificates pending the
resolution of any inquiry that could lead to a determination resulting in
forfeiture.
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8. Continuation of Employment or Engagement. Neither the Plan nor this
Option shall confer upon any Optionee any right to continue in the service of
the Company or limit, in any respect, the right of the Company to discharge the
Optionee at any time, with or without cause and with or without notice.
9. Withholding. The Company reserves the right to withhold, in
accordance with any applicable laws, from any consideration payable to Optionee
any taxes required to be withheld by federal, state or local law as a result of
the grant or exercise of this Option or the sale or other disposition of the
Shares issued upon exercise of this Option. If the amount of any consideration
payable to the Optionee is insufficient to pay such taxes or if no consideration
is payable to the Optionee, upon the request of the Company, the Optionee (or
such other person entitled to exercise the Option pursuant to Section 6 hereof)
shall pay to the Company an amount sufficient for the Company to satisfy any
federal, state or local tax withholding requirements it may incur, as a result
of the grant or exercise of this Option or the sale or other disposition of the
Shares issued upon the exercise of this Option.
10. The Plan. This Option is subject to, and the Company and the
Optionee agree to be bound by, all of the terms and conditions of the Plan as
such Plan may be amended from time to time in accordance with the terms thereof.
Pursuant to the Plan, the Board of Directors of the Company is authorized to
adopt rules and regulations not inconsistent with the Plan as it shall deem
appropriate and proper. A copy of the Plan in its present form is available for
inspection during business hours by the Optionee or the persons entitled to
exercise this Option at the Company's principal office.
11. Entire Agreement. This Agreement, together with the Plan and the
other exhibits attached thereto or hereto, represents the entire agreement
between the parties.
12. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Delaware.
13. Amendment. Subject to the provisions of the Plan, this Agreement
may only be amended by a writing signed by each of the parties hereto.
DATE:______________________________ NET VALUE, INC.
BY: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President
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ACKNOWLEDGMENT
The Optionee acknowledges receipt of a copy of the Plan, a copy of
which is attached hereto, and represents that he has read and is familiar with
the terms and provisions thereof, and hereby accepts this Option subject to all
of the terms and provisions thereof. The Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Board of
Directors or the Committee upon any questions arising under the Plan.
DATE:
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Optionee: Xxxxxx X. Xxxxx
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Address
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City, State, Zip
THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON THE EXERCISE
OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE, TRANSFER OR DISTRIBUTION THEREOF. NO SUCH SALE,
TRANSFER OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATING THERETO OR A SATISFACTORY OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
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