APROPOS TECHNOLOGY, INC.
Xxx Xxxxx Xxxx, Xxxxx 0000
Xxxxxxxx Xxxxxxx, XX 00000-0000
EXHIBIT 4.1
APROPOS TECHNOLOGY, INC.
INCENTIVE STOCK OPTION
----------------------
THIS INCENTIVE STOCK OPTION, dated the ___ day of April, 2000, is
granted by APROPOS TECHNOLOGY, INC. ("Apropos"), to _____________ (the
"Employee") pursuant to, and subject to the terms and conditions of, the Apropos
Technology, Inc. 2000 Omnibus Incentive Plan, as Amended and Restated (the
"Plan").
1. OPTION GRANT
Apropos hereby grants to the Employee an option to purchase a total of
75,000 shares of Apropos common shares at an option price of $____ per share,
being not less than 100% of the fair market value of the stock on the date
hereof. This option is intended to qualify as an "incentive stock option" within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
2. TIME OF EXERCISE
This option may be exercised (in the manner described in paragraph 3
hereof) in whole or in part, at any time and from time to time, subject to the
following limitations:
(a) This option may not be exercised to any extent until the first
anniversary of the date of grant. This option may be exercised to a
maximum cumulative extent of 25% of the total shares covered hereby on
and after the first anniversary of the date of grant; 50% of the total
shares covered hereby commencing on and after the second anniversary of
the date of grant; 75% of the total shares covered hereby on or after
the third anniversary of the date of grant; and shall be fully
exercisable on and after the fourth anniversary of the date of grant.
However, in the event that the Employee's employment with Apropos or a
subsidiary terminates by reason of a change of control (as defined in
the Plan), permanent total disability or death prior to the fourth
anniversary of the date of grant, then this option shall become fully
exercisable upon such termination.
(b) This option may not be exercised:
(i) more than three months after the termination of the
Employee's employment with Apropos or a subsidiary for any
reason other than a change of control, retirement, permanent
total disability or death;
(ii) more than six months after termination of employment by
reason of retirement or permanent total disability;
(iii) more than one year after death or more than six months
after death if employment was previously terminated and the
option was exercisable at the time of death;
(iv) more than one year after termination of employment occurring
within a two-year period following a change of control;
(v) more than ten years from the date hereof;
(vi) and in each case only to the extent exercisable on
the date of termination.
For these purposes retirement and permanent total disability shall be
determined in accordance with the established policies of Apropos.
This option may not be exercised for less than 50 shares except in a
case where the number of shares represented by the option is less than 50, in
which case the option shall not be exercised for less than all of the shares
subject to the option.
3. METHOD OF EXERCISE
This option may be exercised only by appropriate notice in writing
delivered to the Secretary of Apropos and accompanied by:
(a) a check payable to the order of Apropos for the full purchase price
of the shares purchased, and
(b) such other documents or representations as Apropos may reasonably
request in order to comply with securities, tax or other laws then
applicable to the exercise of the option.
Payment of the purchase price may be made in whole or in part by the
delivery of common shares owned by the Employee for at least six months, valued
at fair market value on the date of exercise or by execution and delivery of a
promissory note containing terms and conditions established by the committee
administering the Plan (the "Committee").
4. NON-TRANSFERABILITY; DEATH
This option is not transferable by the Employee otherwise than by will
or the laws of descent and distribution and is exercisable during the Employee's
lifetime only by the Employee. If the Employee dies during the option period,
this option may be exercised in whole or in part and from time to time, in the
manner described in paragraph 3 hereof, by the Employee's estate or the person
to whom the option passes by will or the laws of descent and distribution, but
only (a) within the period permitted under paragraph 2(b)(iii) hereof after the
Employee's death or (b) ten years from the date hereof, whichever period is
shorter. At the discretion of the Committee, this option may be transferred by
the Employee to members of the Employee's immediate family or trusts or family
partnerships for the benefit of the Employee or family members, subject to terms
and conditions established by the Committee.
* * *
IN WITNESS WHEREOF, Xxxxxxx has caused the execution hereof by its duly
authorized officer and Employee has agreed to the terms and conditions of this
option, all as of the date first above written.
APROPOS TECHNOLOGY, INC.
By
--------------------------------
Chairman
-----------------------------------
Employee
