EXHIBIT 4.3
NATIONAL INFORMATION CONSORTIUM, INC.
NON-QUALIFYING STOCK OPTION AGREEMENT
THIS AGREEMENT, made and entered into this________day of_________ (the
"Date of Grant"), by and between National Information Consortium, Inc, a
Colorado corporation ("NIC") and _______________ (the "Optionee").
WITNESSETH:
WHEREAS, on May 5, 1998, NIC, formerly known as International Information
Consortium, Inc., adopted the International Information Consortium, Inc. 1998
Stock Option Plan (the "Plan") pursuant to which NIC may grant from time to
time, on or prior to May 4, 2008, options to purchase shares of common stock of
NIC ("NIC Common Stock"), to key employees (as described in the Plan, "Key
Employee") of NIC or of any of its subsidiary corporations, such options to be
granted to such persons who are eligible to receive options under the Plan in
such amounts and under such form of agreement as shall be determined by the
Committee pursuant to the Plan; and
WHEREAS, the Committee has determined that the Optionee is a Key Employee
of NIC or of one of its subsidiary corporations within the meaning of the Plan,
and that the Optionee shall be granted an option to purchase shares of NIC
Common Stock on the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and other good and valuable consideration paid by the Optionee
to NIC, the parties hereto do hereby agree as follows:
ARTICLE I
INCORPORATION OF PLAN
1.1 INCORPORATION OF PLAN. All provisions of this contract and the
rights of the Optionee hereunder are subject in all respects to the provisions
of the Plan (which are hereby incorporated by this reference and made a part of
this agreement) and are subject further to the powers of the Committee of NIC as
provided in the Plan. Capitalized terms not otherwise defined herein shall have
the same meanings as in the Plan .
ARTICLE II
GRANT OF OPTION
2.1 GRANT OF OPTION. Pursuant to the authorization of the
Committee, and subject to the terms, conditions and provisions contained in
the Plan and this Option Agreement, NIC hereby grants to the Optionee the
right and option (the Option") to purchase from NIC, at the times and on the
terms and conditions hereinafter set forth, all or part of an aggregate of
______________(_____________) shares of NIC Common Stock at the purchase
price of $______ per share. Exercises of this Option maybe honored by issuing
authorized and unissued shares of NIC
Common Stock or, at the election of NIC, by transferring shares of NIC Common
Stock which may at the time be held by NIC as treasury shares. This option is
not intended to qualify as an incentive stock option under Section 422 of the
Code.
2.2 ADJUSTMENTS FOR STOCK DIVIDENDS, SPLITS, ETC. In the event that,
prior to the delivery to the Optionee by NIC of all the shares of NIC Common
Stock in respect of which this Option is hereby granted, NIC shall have effected
any stock dividends or split up, or combination or reclassification of shares,
then to the extent necessary to prevent dilution or enlargement of the
Optionee's rights hereunder:
(a) in the event that a net increase shall have been effected
in the number of outstanding shares of NIC Common Stock, the number of shares
remaining subject to this Option shall be proportionately increased, and the
cash consideration payable per share shall he proportionately reduced, and
(b) in the event that a net reduction shall have been effected
in the number of outstanding shares of NIC Common Stock, the number of shares
remaining subject to this Option shall be proportionately reduced, and the cash
consideration payable per share shall be proportionately increased.
ARTICLE III
TERMS OF OPTION
3.1 TERMS OF OPTION. The Option granted hereunder shall be subject to
the following terms and conditions.
(a) COMMENCEMENT OF EXERCISE PERIOD. Options for the shares
subject to this Agreement may be exercised by Optionee on or after the dates on
which the right to exercise Options for such shares has vested, in accordance
with the following schedule, unless sooner terminated pursuant to the terms of
this Agreement, and subject to the right of accumulation provided for herein.
The right to exercise Options shall vest from time to time in accordance with
the following schedule on the date hereof and the first four anniversary dates
of the Date of Grant as indicated. Options shall not be exercisable after the
tenth anniversary of the Date of Grant (the "Expiration Date").
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Date on Which Options Will Vest Number of Shares For
Which Options Will Vest
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________________ ______
________________ ______
________________ ______
Notwithstanding the preceding provisions of this subparagraph (a), in the event
(i) NIC shall not be the surviving corporation in any merger, consolidation, or
reorganization, (ii) of the acquisition by another corporation of all or
substantially all of the assets of NIC, or (iii) the liquidation or dissolution
of NEC, the Option granted hereunder shall become immediately exercisable to the
extent of all of the aggregate number of shares subject to this Option not
having been previously exercised or expired for a period commencing 30 days
immediately prior to and ending on the day immediately prior to such merger,
consolidation, reorganization or acquisition of all or substantially all of the
assets of NIC, or the liquidation or dissolution of NIC, but in no event later
than the time specified in paragraph (b) of this Section 3.1. In addition,
notwithstanding the preceding provisions of this subparagraph (a), in the event
Optionee's employment with NIC is involuntarily terminated other than "for
cause," as defined on his employment agreement, or death or disability, the
Option granted hereunder shall become immediately exercisable to the extent of
all of the aggregate number of shares subject to this Option not having been
previously exercised or expired.
(b) EMPLOYMENT REQUIREMENT. The Option shall be exercisable in
the manner set forth above during the lifetime of the Optionee only by the
Optionee and may not be exercisable by the Optionee unless at the time of
exercise the Optionee is an employee of NIC or of one of its subsidiary
corporations and shall have been continuously so employed since the Date of
Grant, except as follows:
(i) If the Optionee's employment with NIC or any of its
subsidiary corporations should be terminated "for cause" in accordance
with his employment agreement or if such Optionee should voluntarily
terminate such employment, the Option (irrespective of whether or not
such Option may then be exercisable) shall immediately terminate and be
forfeited with respect to any shares not already purchased by the
Optionee, and no payment shall be due from NIC to the Optionee on account
of such termination.
(ii) in the event of the death or disability of the
Optionee during the Optionee's employment with NIC or with any of its
subsidiary corporations, the Option shall be exercisable, in the event of
death, only by or on behalf of such person or persons to whom the
Optionee's rights under the Option shall have passed by the Optionee's
will or by the laws of descent and distribution, and, in the event of
either death or disability [x] only if such Option is exercised prior to
the expiration of one (1) year after the date of the Optionee's death or
disability (and in accordance with all other terms of the Plan) or prior
to the
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Expiration Date, whichever shall first occur, and [y] only to the
extent that the Optionee was entitled to exercise such Option immediately
prior to such Optionee's death or disability.
(iii) In the event of the Optionee's termination of
employment with NIC or any of its subsidiary corporations for any reason
other than death, disability, on account of voluntary termination by the
Optionee, or for cause, the Option shall be exercisable [x] only if
exercised prior to the expiration of thirty (30) days after the date of
such termination or prior to the Expiration Date, whichever shall first
occur, and [y] only to the extent that the Optionee was entitled to
exercise the Option immediately prior to the date of such termination.
(c) EXERCISE. The Option granted hereunder shall be
exercisable at such times and in such amounts as defined in this Section 3.1 by
the giving of written notice of exercise to NIC, specifying the number of shares
to be purchased, by payment of the purchase price therefor by cash or other
shares of NIC Common Stock and by provision of such representations and
withholding agreements as shall be requested by NIC in accordance with Section 8
of the Plan.
ARTICLE IV
ADJUSTMENTS FOR MERGERS, REORGANIZATIONS
4.1 ADJUSTMENTS FOR MERGERS, REORGANIZATIONS, ETC. If NIC shall
become a party to any corporate merger, consolidation, major acquisition of
property for stock, separation, reorganization or liquidation, NIC shall have
power to make arrangements which shall be binding upon the Optionee for the
assumption of this Option by any surviving, continuing, successor or purchasing
corporation as the case may be (subject to any applicable provisions of the
Code) or the substitution of a new Option of comparable value for this Option.
ARTICLE V
SECURITIES LAWS
5.1 INVESTMENT REPRESENTATION. Optionee represents and warrants that
he has acquired these Options for investment and not with a view to resale,
distribution, offering, transferring, mortgaging, pledging, hypothecating, or
otherwise disposing of such shares under circumstances which would constitute a
public offering or distribution under the Securities Act of 1933 or the
securities laws of any state (collectively, "distribution"), and agrees that he
will acquire all shares provided for hereunder for investment and not with a
view to distribution. Upon each exercise of these Options, Optionee will
deliver to the Corporation a written representation to such effect in a form
prepared by counsel to NIC. Certificates for the shares acquired by the
employee under these Options shall bear a legend substantially in the following
form:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
AN EFFECTIVE
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REGISTRATION STATEMENT FOR THE SHARES UNDER SAID ACT OR AN
OPINION OF COUNSEL SATISFACTORY TO NIC THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT.
5.2 RESTRICTIONS UNDER SECURITIES LAWS. These Options shall be
subject to the requirement that if at any time NIC determines that the listing,
registration or qualification of the shares covered thereby upon any securities
exchange or under state or federal law or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the granting of these Options or the issue or purchase of
shares thereunder, these Options may not be exercised in whole or in part unless
and until such listing, registration, qualification, consent or approval shall
have been effective or obtained free of any conditions not acceptable to NIC.
ARTICLE VI
MISCELLANEOUS
6.1 NOT AN EMPLOYMENT CONTRACT. Nothing herein contained shall he
construed as requiring NIC or any subsidiary corporation to employ the Optionee
for any specific period.
6.2 NONASSIGNABILITY. Except as otherwise herein provided, the Option
herein granted and the rights and privileges conferred hereby shall not be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and shall not be subject to execution, attachment, or
similar process. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of the Option herein granted, or of any right or privilege
conferred hereby, or upon the levy of any attachment or similar process upon the
rights and privileges conferred hereby, contrary to the provisions hereof, this
Option and the rights and privileges conferred hereby shall immediately become
null and void.
6.3 RIGHTS OF OPTIONEE. The Optionee shall not be, nor shall the
Optionee have any of the rights or privileges of, a stockholder of NIC in
respect of any of the shares issuable upon the exercise of this Option unless
and until such shares have been purchased.
6.4 NOTICE. Any notice required to be given under the terms of
this Agreement shall be addressed to NIC in care of its president at its
offices at National Information Consortium, Inc. 12 Corporate Xxxxx, 00000
Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx 00000, Attention: Xxxxx X. Xxxx,
and any notice to be given to the Optionee shall be addressed to Optionee at
the address set forth on the employee records of NIC. Either party hereto may
from time to time change the address to which notices are to be sent to such
party by giving written notice of such change to the other party. Any notice
hereunder shall be deemed to have been duly given if and when addressed as
aforesaid, registered and deposited, postage and registry fee prepaid, in a
post office regularly maintained by the United States Government.
6.5 BINDING EFFECT. This Agreement shall bind, and, except as
specifically provided herein, shall inure to the benefit of the respective
heirs, legal representatives, successors and assigns of the parties hereto.
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6.6 WITHHOLDING. The Optionee and each successor agree to make
appropriate arrangements with NIC or its subsidiary corporations for
satisfaction of any applicable federal, state or local income tax withholding
requirements or like requirements, including, if requested, the payment at
the time of a "disqualifying disposition" (as defined in the Code) of stock
acquired pursuant to the exercise of an Option of all such taxes and
requirements required in order to allow a federal income tax deduction on
account of any such disqualifying disposition.
6.7 OPTIONS SUBJECT TO THE PLAN. The Option hereby granted is subject
to the Plan The terms and provisions of the Plan as in effect on the Date of
Grant hereof are hereby incorporated by reference. In the event of a conflict
between any term or provision contained in this Option Agreement and a term or
provision of the Plan, the applicable terms and provisions of the Plan will
prevail.
6.8 GOVERNING LAW. This Agreement and the rights of all persons
claiming hereunder shall be construed and determined in accordance with the laws
of the State of Colorado.
6.9 AVAILABILITY OF INFORMATION. We have filed with the Securities
Exchange Commission in Washington, D.C. a registration statement on Form S-8
under the Securities Act of 1933 with respect to the common stock offered in our
initial public offering which includes any grants of stock made under this Plan.
The Form S-8 incorporates by reference the registration statements on Form S-1
and Form 8-A. You may obtain copies of these documents (the X-0, X-0 and 8-A)
without charge by contacting National Information Consortium, Inc., 12
Corporate Xxxxx, 00000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx 00000, ATT:
Xxxxx X. Xxxx, (000) 000-0000. You may also obtain copies of the Plan by
contacting the same address.
IN WITNESS WHEREOF, NIC has caused this Agreement to be executed by its
officers thereunto duly authorized and its corporate seal to be hereunto
affixed, and the Optionee has hereunto set his hand as of the day and year first
above written.
NATIONAL INFORMATION CONSORTIUM, INC.
By:
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Xxxxx X. Xxxx, President
"OPTIONEE"
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