EXHIBIT 99.4
Name of Optionee: _______________
OPTION GRANT
OF
TECHWAVE INC.
This is an option grant dated the date set FORTH on Schedule A hereto
(hereinafter, together with this Agreement, called the "Agreement") by
TechWave Inc., a Washington corporation (the "Company"), to _____________
(the "Optionee").
1. GRANT OF OPTION. The Company hereby grants to the Optionee, as a
matter of separate agreement and not in lieu of salary or of any other
compensation for services, the right and option (the "Option") to purchase
all or any part of an aggregate number of full shares of Common Stock set
forth in Schedule A on the terms and conditions set forth (i) herein, (ii) in
the Company's 1996 Combined Incentive and Nonqualified Stock Option Plan (the
"Plan") and (iii) on Schedule A. The date of grant of the Option is the date
set forth in Schedule A. Optionee may use the Notice of Exercise of Stock
Option in the form attached when exercising the option.
2. NON-TRANSFERABLE. The Option shall not be transferable by the
Optionee otherwise than by will or by the laws of descent and distribution,
and the Option is exercisable, during Optionee's lifetime, only by Optionee.
Upon any attempt to transfer, assign, pledge, hypothecate or otherwise
dispose of this Option or any right or privilege conferred hereby, contrary
to the provisions hereof, or upon the sale or levy or any attachment or
similar process, the Option thereupon shall terminate and become null and
void. During Optionee's lifetime, the Option granted is personal to Optionee
and is exercisable solely by Optionee.
3. WITHHOLDING. Prior to delivery of any shares purchased upon exercise
of this Option, Company shall determine the amount of any federal or state
income tax, if any, which is required to be withheld under applicable law and
shall collect from Optionee in accordance with the Plan the amount of any
such tax to the extent not previously withheld.
4. RIGHTS AS SHAREHOLDER. Optionee shall not have any rights as a
shareholder with respect to any shares subject to this Option until the date
that a stock certificate for such shares as to which Optionee has exercised
this Option has been issued to Optionee. Company shall issue such
certificate as expeditiously as reasonably possible.
5. SECURITIES REGULATION.
(a) COMPLIANCE; CONDITION TO EXERCISE. Shares of Common Stock shall
not be issued with respect to this Option unless the exercise of this Option
and the issuance and delivery of such shares pursuant thereto shall comply
with all relevant provisions of law, including, without
limitation any applicable state securities laws, the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall further be
subject to the approval of counsel for the Company with respect to such,
compliance. Inability of the Company to obtain from any regulatory body
having jurisdiction, the authority deemed by the Company's counsel to be
necessary for the lawful issuance and sale of any shares hereunder, shall
relieve the Company of any liability in respect of the nonissuance or sale of
shares as to which such requisite authority shall not have been obtained.
(b) REPRESENTATIONS BY OPTIONEE. As a condition to the exercise of
the Option, the Company may require the Optionee to represent and warrant at
the time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such
shares, if, in the opinion of counsel for the Company, such representation is
required by any relevant provisions of the laws referred to in Section 5(a).
At the option of the Company, a stop transfer order against any shares may be
placed on the official stock books and records of the Company, and two
legends may be stamped on the stock certificate, one of which indicating that
the shares may not be pledged, sold or otherwise transferred unless an
opinion of counsel is provided (concurred in by counsel for the Company)
stating that such transfer is not in violation of any applicable law or
regulation. The Board of Directors may also require such other action or
agreement by the Optionee as may from time to time be necessary to comply
with the federal and state securities laws. NOTWITHSTANDING ANYTHING
CONTAINED HEREIN TO THE CONTRARY, NEITHER THIS PROVISION NOR ANY OTHER
PROVISION SHALL OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF OPTIONS OR
STOCK HEREUNDER.
6. TERMINATION OF EMPLOYMENT, DISABILITY AND DEATH. The Plan provides
certain restrictions with respect to the exercise of this Option upon
termination of employment, disability and death. Refer to Section 9 of the
Plan for the specific restrictions.
7. NOTICES. Any notice or demand which either party may give to the
other hereunder shall be in writing and shall be effective when delivered
personally or sent by registered mail, postage prepaid, addressed, if to
Optionee, as set forth on Schedule A and if to Company, as follows:
TechWave Inc.
000 Xxxxx Xxx
Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Director of Corporate Operations
Either party may, by notice in writing, direct that future notices or
demands be sent to a different address.
8. THE PLAN. This Agreement hereby incorporates by reference all of the
provisions of the Plan, except Section 10 of the Plan relating to the
Company's right to repurchase shares acquired pursuant to options granted
under the Plan in certain circumstances, which provision is expressly
excluded from this Agreement, and otherwise shall in all respects be
interpreted and construed in such manner as to effectuate the intent of the
Plan. In the event of a conflict between the terms of this Agreement and the
Plan, the terms of the Plan shall prevail. All matters of interpretation of
the Plan and this Agreement, including the terms and conditions thereof and
hereof and the definitions of the words used therein and herein, shall be in
the sole and final discretion of the Board of Directors of the Company or
authorized committee of the Board of Directors.
9. GOVERNING LAW. This Option shall be governed by the laws of the
state of Washington.
DATED this ____ day of __________, _____.
TECHWAVE INC.
ACCEPTANCE AND ACKNOWLEDGEMENT
I accept the stock option dated __________ _, ____, granted by TechWave
Inc., and understand its terms and conditions.
Dated:
Signature of Optionee
OPTION GRANT
OF
TECHWAVE INC.
SCHEDULE A
1. Name and Address of Optionee:
2. Date of grant of this Option: _________ ___, _____
3. This Option is: ( ) an Incentive Stock Option, or
( ) a Nonqualified Stock Option.
4. Number of shares of Common Stock covered by this Option: ______ shares.
5. Purchase price per share: $_____.
6. This Option expires on: _________ ___, ____
7. This Option shall become exercisable in increments with respect to the
following numbers of shares as set forth below:
Date on and after Portion of total
which Option Option which
Is exercisable is exercisable
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NOTICE OF EXERCISE OF STOCK OPTION
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TO: TECHWAVE INC.
I hereby exercise my stock option granted by TechWave Inc. (the
"Company"), subject to all the terms and provisions thereof and notify the
Company of my desire to purchase _________ shares of Common Stock of the
Company at the exercise price of $ _______ per share which were offered to
me pursuant to said option.
I hereby represent that the __________ shares of Common Stock to be
delivered to me pursuant to this exercise are being acquired by me for my own
account, for investment and not with a view to resale or distribution.
Dated:
