Exhibit 99.2
ROCKPORT TRADE SYSTEMS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
AGREEMENT entered into as of the 9th day of February, 2000 by and
between ROCKPORT TRADE SYSTEMS, INC., a Massachusetts corporation (the
"Company") and the undersigned employee of the Company (the "Employee").
RECITALS
1. The Company desires to afford the Employee an opportunity to
purchase shares of its common stock ($.001 par value) ("Shares") to carry out
the purposes of the Rockport Trade Systems , Inc. Stock Option Plan (the
"Plan").
2. Section 5 of the Plan provides that each option is to be evidenced
by an option agreement, setting forth the terms and conditions of the option.
ACCORDINGLY, in consideration of the premises and of the mutual
covenants and agreements contained he or sherein, the Company and the Employee
he or shereby agree as follows:
1. GRANT OF OPTION. The Company he or shereby irrevocably grants to the
Employee a non-qualified stock option (the "Option") to purchase all or any part
of an aggregate of ________( ) Shares on the terms and conditions hereinafter
set forth.
2. PURCHASE PRICE. The purchase price ("Purchase Price") for the Shares
covered by the Option shall be Eighty Cents ($0.80) per Share.
3. TIME AND MANNER OF EXERCISE OF OPTION.
(a) The Option shall become exercisable as to 2.7778% of
the Shares on the 9th day of each month in the period March 2000 through
February 2003.
(b) Notwithstanding the provisions of Subsection (a), the
Option shall become immediately exercisable in full in the event of the
termination of the Employee's employment with the Company with out Reasonable
Cause (as hereinafter defined).following a Change in Control (also as
hereinafter defined).
(c) A "Change in Control" shall have occurred if, by reason of
an acquisition of outstanding shares of the Company's voting stock or an
acquisition of the business and assets of the Company, however such acquisition
is structured, Xxxxx X. Xxxxx and Xxxxx X. Xxxxxxxx cease to hold more than
fifty percent (50%) of the voting power represented by the Company's issued and
outstanding capital stock having voting rights or the voting power of the issued
and outstanding capital stock having voting rights of any entity that succeeds
to the business and assets of the Company.
(d) "Reasonable Cause," shall mean only one or ore of the
following:
(i) the Employee has been convicted of, or pleads
guilty or NOLO CONTENDERE to, a felony;
(ii) the Employee shall willfully fail to perform
substantially his her material duties to the Company following
written notice from the Company specifying such failure; or
(iii) the Employee shall commit any fraud,
embezzlement or other act of dishonesty against the Company or
any of its stockholders or shall attempt to profit from any
transaction in which he or she has an undisclosed interest
adverse to the Company.
(e) To the extent that the right to exercise the Option has
accrued and is in effect, the Option may be exercised in full at one time or in
part from time to time, by giving written notice, signed by the person or
persons exercising the Option, to the Company, stating the number of Shares with
respect to which the Option is being exercised, accompanied by payment in full
of the Price for such Shares in cash. There shall be no exercise at any one time
as to fewer than One Hundred (100) Shares or all of the remaining Shares then
purchasable by the person or persons exercising the Option, if fewer than One
Hundred (100) Shares. Upon such exercise, delivery of a certificate for paid-up,
non-assessable Shares shall be made at the principal office of the Company to
the person or persons exercising the Option at such time, during ordinary
business hours, after fifteen (15) days but not more than thirty (30) days from
the date of receipt of the notice by the Company, as shall be designated in such
notice, or at such time, place and manner as may be agreed upon by the Company
and the person or persons exercising the Option.
(f) The Company shall at all times during the term of the
Option reserve and keep available such number of shares of its common stock as
will be sufficient to satisfy the requirements of the Option, shall pay all
original issue and transfer taxes with respect to the issue and transfer of
Shares pursuant hereto, and all other fees and expenses necessarily incurred by
the Company in connection therewith. The holder of this Option shall not have
any of the rights of a stockholder of the Company in respect of the Shares until
one or more certificates for such Shares shall be delivered to him or her upon
the due exercise of the Option.
4. TERM OF OPTION.
(a) The Option shall terminate ten (10) years from the date
hereof, but shall be subject to earlier termination as hereinafter provided.
(b) The Option shall terminate on the date on which the
Employee ceases to be a regular salaried employee of the Company ("Termination
Date"), unless termination of employment was because the Employee has died or
become disabled (within the meaning of Section 105(d)(4) of the Internal Revenue
Code of 1954, as amended), in either of which cases the following provisions, as
applicable, shall apply.
(c) In the case of disability, the Option may be exercised, to
the extent exercisable on the Termination Date, at any time within twelve (12)
months after such date, but in any event prior to the expiration of ten (10)
years from the date hereof.
(d) In the event of the death of the Employee, the Option may
be exercised to the extent the Employee was entitled to do so on the date of his
or her death under the provisions of paragraph 3(a), above, by the estate of the
Employee or by any person or persons who acquire the right to exercise the
Option by bequest or inheritance or otherwise by reason of the death of the
Employee. In such circumstances, the Option may be exercised at any time within
twelve (12) months after the date of death of the Employee, but in any event
prior to the expiration of ten (10) years from the date hereof.
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5. NON-TRANSFERABILITY. The right of the Employee to exercise the
Option shall not be assignable or transferable by the Employee otherwise than by
will or the laws of descent and distribution, and the Option may be exercised
during the lifetime of the Employee only by him. The Option shall be null and
void and without effect upon the bankruptcy of the Employee or upon any
attempted assignment or transfer, except as hereinabove provided, including
without limitation, any purported assignment, whether voluntary or by operation
of law, pledge, hypothecation or other disposition contrary to the provisions
hereof, or levy of execution, attachment, trustee process or similar process,
whether legal or equitable, upon the Option.
6. RESTRICTIONS ON ISSUE OF SHARES.
(a) Notwithstanding the provisions of paragraph 3 hereof, the
Company may delay the issuance of Shares covered by the exercise of the Option
and the delivery of a certificate for such Shares until one of the following
conditions shall be satisfied:
(i) The Shares with respect to which such option
has been exercised are at the time of the
issue of such shares effectively registered
under applicable federal and state
securities acts now in force or he or
hereafter amended; or
(ii) Counsel for the Company shall have given an
opinion, which opinion shall not be
unreasonably conditioned or withheld, that
such Shares are exempt from registration
under applicable federal and state
securities acts, as now in force or
hereafter amended.
(b) In the event that for any reason the Shares to be issued
upon exercise of the Option shall not be effectively registered under the
Securities Act of 1933 (the "1933 Act"), upon any date on which the Option is
exercised in whole or in part, the Company shall be under no further obligation
to issue Shares covered by the Option, unless the person exercising the Option
shall give a written representation to the Company that such person is acquiring
the Shares issued to him or her pursuant to such exercise of the Option for
investment and not with a view to, or for sale in connection with, the
distribution of any such Shares, and that he or she will make no transfer of the
same except in compliance with the 1933 Act and the rules and regulations
promulgated thereunder and then in force, and in such event, the Company may
place an "investment legend", so-called, upon any certificate for the Shares
issued by reason of such exercise.
7. RESTRICTIONS ON TRANSFER. In addition to complying with the
requirements of Section 6, the Company may delay the issuance of Shares covered
by the exercise of Option and the delivery of a Certificate for such Shares
until the person exercising the Option agrees in writing to become a party to
the Agreement Among Stockholders dated as of July 1, 1993, entered into among
the Company and its then shareholders.
8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event that the
outstanding shares of the common stock of the Company are changed into or
exchanged for a different number or kind of shares or other securities of the
Company or of another corporation by reason of any reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up, combination
of shares or dividend payable in capital stock, appropriate adjustment shall be
made in the number and kind of shares as to which the Option, or any part
thereof then unexercised, shall be exercisable and with a corresponding
adjustment in the Option price per share.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its President thereunto duly authorized, and the Employee has
hereunto set his or her hand and seal, all as of the day and year first above
written.
ROCKPORT TRADE SYSTEMS, INC.
By:
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Xxxxx Xxxxx, President
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EMPLOYEE
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Name
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Address
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Social Security Number
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