Exhibit 10(c)(15)
INCENTIVE STOCK OPTION AGREEMENT
AGREEMENT made as of this __ day of _________________, 2006
between Cover-All Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Corporation"), and ___________________________ (hereinafter
referred to as the "Employee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Corporation desires, in connection with the
employment of the Employee and in accordance with the Cover-All Technologies
Inc. 2005 Stock Incentive Plan (the "Plan"), to provide the Employee with an
opportunity to acquire common stock, $.01 par value per share (hereinafter
referred to as "Common Stock"), of the Corporation on favorable terms and
thereby increase Employee's proprietary interest in the continued progress and
success of the business of the Corporation;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants herein set forth and other good and valuable consideration, the
Corporation and the Employee hereby agree as follows:
1. CONFIRMATION OF GRANT OF OPTION. Pursuant to a
determination by the Committee made on ______________ (the "Date of Grant"),
subject to the terms of the Plan and this Agreement, it is hereby confirmed that
the Employee has been granted as a matter of separate inducement and agreement,
and in addition to and not in lieu of salary or other compensation for services,
the right to purchase (hereinafter referred to as the "Option") an aggregate of
___________ shares of Common Stock ("Shares"), subject to adjustment as provided
in Section 9 hereof. The Option is intended to qualify as an incentive stock
option under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
2. PURCHASE PRICE. The purchase price of shares of Common
Stock covered by the Option will be $_____ per share, being not less than 100%
of the Fair Market Value of a share of Common Stock on the Date of Grant,
subject to adjustment as provided in Section 9 hereof.
3. EXERCISE OF OPTION. The Option shall be exercisable on the
terms and conditions hereinafter set forth:
(a) The Option shall vest and become exercisable in
accordance with the following vesting schedule (the "Vesting Schedule") so long
as the Employee is in the continuous employ of the Corporation from the Date of
Grant through the applicable date upon which vesting is scheduled to occur. No
vesting will accrue to any Option after the Employee ceases to be in an
employment relationship with the Corporation, except as provided otherwise in
this Agreement. The following sets forth the Vesting Schedule:
------------------------- -----------------------------
Aggregate Percentage of
Vesting Date Total Option Vested as of
the Vesting Date
------------------------- -----------------------------
------------------------- -----------------------------
/ / 25%
------------------------- -----------------------------
------------------------- -----------------------------
/ / 25%
------------------------- -----------------------------
------------------------- -----------------------------
/ / 25%
------------------------- -----------------------------
------------------------- -----------------------------
/ / 25%
------------------------- -----------------------------
The number of Shares vested as of a particular vesting
date shall be rounded down to the nearest whole share. However, vesting is
rounded up to the nearest whole share with respect to the last vesting date
reflected on the Vesting Schedule.
(b) The Option may be exercised pursuant to the
provisions of this Section 3, by notice and payment to the Corporation as
provided in Sections 11 and 16 hereof.
4. TERM OF OPTION. If not sooner exercised or terminated, the
Option shall expire at 5:00 p.m., Eastern Time, on the last business day prior
to the _____th anniversary of the Date of Grant. The holder of the Option shall
not have any rights to dividends or any other rights of a stockholder with
respect to any shares of Common Stock subject to the Option until such shares
shall have been issued to him (as evidenced by the appropriate entry on the
books of a duly authorized transfer agent of the Corporation) provided that the
date of issuance shall not be earlier than the Closing Date (as hereinafter
defined with respect to such shares pursuant to Section 11 hereof) upon purchase
of such shares upon exercise of the Option.
5. NON-TRANSFERABILITY OF OPTION. The Option shall not be
transferable otherwise than by will or by the laws of descent and distribution
or pursuant to a domestic relations order, and the Option may be exercised
during the lifetime of the Employee only by him. More particularly, but without
limiting the generality of the foregoing, the Option may not be assigned,
transferred (except as provided in the next preceding sentence) or otherwise
disposed of, or pledged or hypothecated in any way, and shall not be subject to
execution, attachment or other process. Any assignment, transfer, pledge,
hypothecation or other disposition of the Option attempted contrary to the
provisions of this Agreement, or any levy of execution, attachment or other
process attempted upon the Option, will be null and void and without effect. Any
attempt to make any such assignment, transfer, pledge, hypothecation or other
disposition of the Option or any attempt to make any such levy of execution,
attachment or other process will cause the Option to terminate immediately upon
the happening of any such event; PROVIDED, HOWEVER, that any such termination of
the Option under the foregoing provisions of this Section 5 will not prejudice
any rights or remedies which the Corporation or any Parent or Subsidiary may
have under this Agreement or otherwise.
6. EXERCISE UPON CESSATION OF EMPLOYMENT. (a) If the
Employee's employment with the Corporation or any Parent or Subsidiary is
terminated for any reason other than for Good Cause or upon death or Disability
as provided in Section 7 hereof, then the Employee shall have the right, within
sixty (60) days after the date of such termination, to exercise the vested
portion of his Option, and thereafter shall forfeit his rights to this Option;
PROVIDED, HOWEVER, that if within such sixty (60) day period following the
termination of his employment for reasons other than for Good Cause, the
Employee dies, his estate (or other beneficiary if so designated in writing by
the Employee) may exercise the vested portion of the Employee's Option within
the earlier of (x) one (1) year after the date of the Employee's death or (y)
the expiration date of the Option. If the Committee determines that the
Employee's employment was terminated for Good Cause, then the Option and all
rights hereunder shall be terminated as of the date of the Employee's
termination of employment.
2
(b) The Option shall not be affected by any change of
duties or position of the Employee so long as he continues to be an employee of
the Corporation or any Parent or Subsidiary. If the Employee is granted a
temporary leave of absence, such leave of absence shall be deemed a continuation
of his employment by the Corporation or any Parent or Subsidiary for the
purposes of this Agreement, but only if and so long as the employing corporation
consents thereto.
7. EXERCISE UPON DEATH OR DISABILITY. (a) If the Employee dies
prior to the expiration or other termination of the Option and while he is
employed by the Corporation or by any Parent or Subsidiary, (i) the unvested
portion of the Option shall terminate upon the Employee's death and (ii) the
vested and unexercised portion of the Option may, subject to the provisions of
Sections 5 and 8 hereof, be exercised by the estate of the Employee (or other
beneficiary, if so designated in writing by the Employee) at any time within the
period ending one (1) year after the death of the Employee, at the end of which
period the Option, to the extent not then exercised, shall terminate, and the
estate or other beneficiaries shall forfeit all rights hereunder. In no event,
however, may the Option be exercised after the expiration of the term provided
in Section 4 hereof.
(b) If the employment of the Employee by the Corporation
or any Parent or Subsidiary is terminated by reason of the Disability of the
Employee, (i) the unvested portion of the Option shall terminate upon the
Employee's termination of employment and (ii) the vested and unexercised portion
of the Option may, subject to the provisions of Sections 5 and 8 hereof, be
exercised by the Employee at any time within the period ending one (1) year
after the date of such termination of employment, at the end of which period the
Option, to the extent not then exercised, shall terminate, and the Employee
shall forfeit all rights hereunder even if the Employee subsequently returns to
the employ of the Corporation or any Parent or Subsidiary. In no event, however,
may the Option be exercised after the expiration of the term provided in Section
4 hereof.
8. LIMITATION ON EXERCISABILITY. To the extent the aggregate
of the (a) Fair Market Value of the Shares of Common Stock (determined as of the
date of this Agreement) subject to purchase under this Option and (b) fair
market values (determined as of the appropriate date(s) of grant) of all other
shares of stock subject to incentive stock options granted to the Employee by
the Corporation or any Parent or Subsidiary, which are exercisable for the first
time by any individual during any calendar year, exceed(s) one hundred thousand
dollars ($100,000), such excess shares of stock shall not be deemed to be
purchased pursuant to incentive stock options. The terms of the immediately
preceding sentence shall be applied by taking options into account in the order
in which they are granted.
9. ADJUSTMENTS. (a) In the event there is any change in the
Common Stock of the Corporation by reason of any of a reorganization,
reclassification, recapitalization, stock split, reverse stock split, stock
dividend or otherwise, then, this Option shall, without further action of the
Committee, be adjusted to reflect such event, including as applicable,
adjustments to the (i) number and kind of Shares of Common Stock subject to this
Option, (ii) the exercise price for each Share subject to this Option, and (iii)
any other terms of this Option that are affected by the event. Notwithstanding
the foregoing, (A) each such adjustment to this Option shall comply with the
rules of Section 424(a) of the Code, and (B) in no event shall any adjustment be
made which would render this Option to be other than an incentive stock option
for purposes of Section 422 of the Code.
3
(b) In the event of any (i) unusual or nonrecurring
events affecting the Corporation or the financial statements of the Corporation
or any Parent or any Subsidiary, (ii) changes in applicable laws, regulations or
accounting principles affecting the Corporation, or (iii) merger, consolidation,
combination, spin-off or other similar corporate change (other than a
transaction resulting in a Change in Control), then, the Committee may, in the
manner and to the extent that it deems appropriate and equitable to the Employee
and consistent with the terms of the Plan, cause an adjustment to be made to
reflect such event, including as applicable, adjustments to the (A) number and
kind of Shares of Common Stock subject to this Option, (B) the exercise price
for each Share subject to this Option, and (C) any other terms of this Option
that are affected by the event. Notwithstanding the foregoing, (I) each such
adjustment with respect to this Option shall comply with the rules of Section
424(a) of the Code and (II) in no event shall any adjustment be made which would
render this Option to be other than an incentive stock option for purposes of
Section 422 of the Code.
(c) In the event of any transaction resulting in a
Change in Control of the Corporation, if no provision is made in connection with
the transaction for the continuation or assumption of this Option by, or for the
substitution of the equivalent awards of, the surviving or successor entity or a
parent thereof, then this Option [LEAVE THIS PROVISION IN IF PROVIDING FOR
ACCELERATION OF VESTING: shall be fully vested and immediately exercisable and]
shall terminate upon the effective time of such Change in Control. In the event
of such termination, Employee will be permitted, immediately before the Change
in Control, to exercise any or all of this Option that is then exercisable or
which become exercisable upon or prior to the effective time of the Change in
Control [LEAVE IN IF ACCELERATING VESTING: (including upon the acceleration of
vesting of this Option)].
10. REGISTRATION. The shares of Common Stock subject hereto
and issuable upon the exercise hereof may not be registered under the Securities
Act and, if required upon the request of counsel to the Corporation, the
Employee will give a representation as to his investment intent with respect to
such shares prior to their issuance as set forth in Section 11 hereof. The
Corporation may register or qualify the shares covered by the Option for sale
pursuant to the Securities Act at any time prior to or after the exercise in
whole or in part of the Option.
11. METHOD OF EXERCISE OF OPTION. (a) Subject to the terms and
conditions of this Agreement, the Option shall be exercisable by notice (in the
manner set forth in Exhibit A hereto) and payment to the Corporation in
accordance with the procedure prescribed herein. Each such notice shall:
(i) state the election to exercise the Option and the
number of Shares in respect of which it is being exercised;
(ii) contain a representation and agreement as to
investment intent, if required by counsel to the Corporation
with respect to such Shares, in form satisfactory to counsel for
the Corporation;
(iii) be signed by the Employee or the person or persons
entitled to exercise the Option and, if the Option is being
exercised by any person or persons other than the Employee, be
accompanied by proof, satisfactory to counsel for the
Corporation, of the right of such person or persons to exercise
the Option; and
4
(iv) be received by the Corporation on or before the
date of the expiration of this Option. In the event the date of
expiration of this Option falls on a day which is not a regular
business day at the Corporation's executive office in Fairfield,
New Jersey, then such written notice must be received at such
office on or before the last regular business day prior to such
date of expiration.
(b) Upon receipt of such notice, the Corporation shall
specify, by written notice to the Employee or to the person or persons
exercising the Option, a date and time (such date and time being herein called
the "Closing Date") and place for payment of the full purchase price of such
Shares. The Closing Date shall not be more than fifteen days from the date the
notice of exercise is received by the Corporation unless another date is agreed
upon by the Corporation and the Employee or the person or persons exercising the
Option or is required upon advice of counsel for the Corporation in order to
meet the requirements of Section 12 hereof.
(c) Payment of the purchase price of any Shares in
respect of which the Option shall be exercised shall be made by the Employee or
such person or persons at the place specified by the Corporation on or before
the Closing Date by delivering to the Corporation (i) a certified or bank
cashier's check payable to the order of the Corporation, or (ii) properly
endorsed certificates of shares of Common Stock (or certificates accompanied by
an appropriate stock power) with signature guaranties by a bank or trust
company, or (iii) any combination of (i) and (ii).
(d) The Option shall be deemed to have been exercised
with respect to any particular shares of Common Stock if, and only if, the
preceding provisions of this Section 11 and the provisions of Section 12 hereof
shall have been complied with, in which event the Option shall be deemed to have
been exercised on the date the notice of exercise of the Option was received by
the Corporation. Anything in this Agreement to the contrary notwithstanding, any
notice of exercise given pursuant to the provisions of this Section 11 shall be
void and of no effect if all the preceding provisions of this Section 11 and the
provisions of Section 12 shall not have been complied with.
(e) The certificate or certificates for Shares as to
which the Option shall be exercised will be registered in the name of the
Employee (or in the name of the Employee's estate or other beneficiary if the
Option is exercised after the Employee's death), or if the Option is exercised
by the Employee and if the Employee so requests in the notice exercising the
Option, will be registered in the name of the Employee and another person
jointly, with right of survivorship, and will be delivered on the Closing Date
to the Employee at the place specified for the closing, but only upon compliance
with all of the provisions of this Agreement.
(f) If the Employee fails to accept delivery of and pay
for all or any part of the number of Shares specified in such notice upon tender
or delivery thereof on the Closing Date, his right to exercise the Option with
respect to such undelivered Shares may be terminated in the sole discretion of
the Committee. The Option may be exercised only with respect to full Shares.
(g) The Corporation shall not be required to issue or
deliver any certificate or certificates for shares of its Common Stock purchased
upon the exercise of any part of this Option prior to the payment to the
Corporation, upon its demand, of any amount requested by the Corporation for the
purpose of satisfying its liability, if any, to withhold state or local
5
income or earnings tax or any other applicable tax or assessment (plus interest
or penalties thereon, if any, caused by a delay in making such payment) incurred
by reason of the exercise of this Option or the transfer of shares thereupon.
Such payment shall be made by the Employee in cash or, with the consent of the
Corporation, by tendering to the Corporation shares of Common Stock equal in
value to the amount of the required withholding. In the alternative, the
Corporation may, at its option, satisfy such withholding requirements by
withholding from the shares of Common Stock to be delivered to the Employee
pursuant to an exercise of this Option a number of shares of Common Stock equal
in value to the amount of the required withholding.
12. APPROVAL OF COUNSEL. The exercise of the Option and the
issuance and delivery of shares of Common Stock pursuant thereto shall be
subject to approval by the Corporation's counsel of all legal matters in
connection therewith, including compliance with the requirements of the
Securities Act, the Exchange Act, and the rules and regulations thereunder, and
the requirements of any stock exchange upon which the Common Stock may then be
listed.
13. RESALE OF COMMON STOCK. (a) If so requested by the
Corporation, upon any sale or transfer of the Common Stock purchased upon
exercise of the Option, the Employee shall deliver to the Corporation an opinion
of counsel satisfactory to the Corporation to the effect that either (i) the
Common Stock to be sold or transferred has been registered under the Securities
Act and that there is in effect a current prospectus meeting the requirements of
Section 10(a) of the Securities Act which is being or will be delivered to the
purchaser or transferee at or prior to the time of delivery of the certificates
evidencing the Common Stock to be sold or transferred, or (ii) such Common Stock
may then be sold without violating Section 5 of the Securities Act.
(b) The Common Stock issued upon exercise of the Option
shall bear the following legend if required by counsel for the Corporation:
THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE
SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN
THE OPINION OF COUNSEL FOR THE CORPORATION, SUCH
REGISTRATION IS NOT REQUIRED.
14. RESERVATION OF SHARES. The Corporation shall at all times
during the term of the Option reserve and keep available such number of shares
of the class of stock then subject to the Option as will be sufficient to
satisfy the requirements of this Agreement.
15. LIMITATION OF ACTION. The Employee and the Corporation
each acknowledges that every right of action accruing to him or it, as the case
may be, and arising out of or in connection with this Agreement against the
Corporation or a Parent or Subsidiary, on the one hand, or against the Employee,
on the other hand, shall, irrespective of the place where an action may be
brought, cease and be barred by the expiration of three years from the date of
the act or omission in respect of which such right of action arises.
16. NOTICES. Each notice relating to this Agreement shall be
in writing and delivered in person or by certified mail to the proper address.
All notices to the Corporation or the Committee shall be addressed to them at 00
Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, Attn:
6
Secretary. All notices to the Employee shall be addressed to the Employee at
____________________. Anyone to whom a notice may be given under this Agreement
may designate a new address by notice to that effect.
17. BENEFITS OF AGREEMENT. This Agreement shall inure to the
benefit of and be binding upon each successor and assign of the Corporation. All
obligations imposed upon the Employee and all rights granted to the Corporation
under this Agreement shall be binding upon the Employee's heirs, legal
representatives and successors.
18. SEVERABILITY. In the event that any one or more provisions
of this Agreement shall be deemed to be illegal or unenforceable, such
illegality or unenforceability shall not affect the validity and enforceability
of the remaining legal and enforceable provisions hereof, which shall be
construed as if such illegal or unenforceable provision or provisions had not
been inserted.
19. GOVERNING LAW. This Agreement will be construed and
governed in accordance with the laws of the State of New York.
20. DISPOSITION OF SHARES. By accepting this Agreement, the
Employee agrees that in the event that Employee shall dispose (whether by sale,
exchange, gift, or any like transfer) of any shares of Common Stock of the
Corporation (to the extent such shares are deemed to be purchased pursuant to an
incentive stock option) acquired by Employee pursuant hereto within two years of
the date of grant of this Option or within one year after the acquisition of
such shares pursuant hereto, Employee will notify the secretary of the
Corporation no later than 15 days from the date of such disposition of the date
or dates and the number of shares disposed of by Employee and the consideration
received, if any, and, upon notification from the Corporation, promptly forward
to the secretary of the Corporation any amount requested by the Corporation for
the purpose of satisfying its liability, if any, to withhold federal, state or
local income or earnings tax or any other applicable tax or assessment (plus
interest or penalties thereon, if any, caused by delay in making such payment)
incurred by reason of such disposition.
21. ACKNOWLEDGEMENT OF EMPLOYEE. The Employee represents and
agrees that as of the date of grant of this Option, Employee does not own
(within the meaning of Section 422(b)(6) of the Code) shares possessing more
than 10% of the total combined voting power of all classes of shares of the
Corporation or of any Parent or Subsidiary.
22. EMPLOYMENT. Nothing contained in this Agreement shall be
construed as (a) a contract of employment between the Employee and the
Corporation or any Parent or Subsidiary, (b) as a right of the Employee to be
continued in the employ of the Corporation or any Parent or Subsidiary, or (c)
as a limitation of the right of the Corporation or any Parent or Subsidiary to
discharge the Employee at any time, with or without cause.
23. DEFINITIONS. Unless otherwise defined herein, all
capitalized terms shall have the same definitions as set forth under the Plan.
24. INCORPORATION OF TERMS OF PLAN. This agreement shall be
interpreted under, and subject to, all of the terms and provisions of the Plan,
which are incorporated herein by reference.
7
IN WITNESS WHEREOF, the Corporation has caused this Agreement
to be executed in its name by its Chairman, President and Chief Executive
Officer and attested by its Secretary and the Employee has hereunto set his hand
all as of the date, month and year first above written.
COVER-ALL TECHNOLOGIES INC.
By:_____________________________
Name: Xxxx X. Xxxxxx
Title: Chairman, President and
Chief Executive Officer
--------------------------------
[INSERT NAME]
ATTEST:
------------------------
Xxx X. Xxxxxx
Secretary
8
EXHIBIT A
INCENTIVE STOCK OPTION EXERCISE FORM
[DATE]
[Corporation Name]
[Address]
[City, State and Zip Code]
Attention: Secretary
Dear Sirs:
Pursuant to the provisions of the Incentive Stock Option
Agreement, dated [ ], whereby you have granted to me an incentive stock option
to purchase [ ] shares of Common Stock of Cover-All Technologies Inc. (the
"Corporation"), I hereby notify you that I elect to exercise my option to
purchase [ ] of the shares covered by such option at the price specified
therein. In full payment of the price for the shares being purchased hereby, I
am delivering to you herewith (a) a certified or bank cashier's check payable to
the order of the Corporation in the amount of $_____________,* or (b) a
certificate or certificates for [ ] shares of Common Stock of the Corporation,
and which have a fair market value as of the date hereof of $_____________, and
a certified or bank cashier's check, payable to the order of the Corporation, in
the amount of $_____________.** Any such stock certificate or certificates are
endorsed, or accompanied by an appropriate stock power, to the order of the
Corporation, with my signature guaranteed by a bank or trust company or by a
member firm of the New York Stock Exchange. [I hereby acknowledge that I am
purchasing these shares of Common Stock for investment purposes only and not for
resale.]
Very truly yours,
-------------------------------
[Address]
(For notices, reports, dividend checks and
other communications to stockholders.)
_________________________________
* $____________ of this amount is the purchase price of the shares, and the
balance represents payment of withholding taxes as follows: State $______
and Local $________. No withholding will be required in states and
localities which follow Federal tax law.
** $____________ of this amount is at least equal to the current market value
of one share of Common Stock of the Company, and the balance represents
payment of withholding taxes as follows: State $_________ and Local
$_________. No withholding will be required in states and localities which
follow Federal tax law.
9
OPTION NO. ___-ISO
COVER-ALL TECHNOLOGIES INC.
2005 Stock Incentive Plan
INCENTIVE STOCK OPTION
Granted To
[INSERT NAME]
Optionee
[INSERT # $.
------------------ ------------------------------
Number of Shares Price per Share (Fair Market Value
on Date of Grant)
DATE GRANTED: _____________, 2006 EXPIRATION DATE: ___________, 20__
