Exhibit 10.9
EXHIBIT A
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF
COUNSEL, SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION
IS NOT REQUIRED.
NON-STATUTORY STOCK OPTION AGREEMENT
This Stock Option Agreement is made and entered into this ______ day of
_________, 199__, pursuant to the QCS CORPORATION 1997 Stock Option Plan (the
"Plan"). Any terms not defined in this agreement will have the meanings
ascribed to such terms in the Plan. The Committee administering the Plan has
selected __________________ ("the Optionee") to receive the following grant
of a non-statutory stock option ("Stock Option") to purchase shares of the
common stock of QCS CORPORATION, a Delaware corporation (the "Corporation"),
on the terms and conditions set forth below to which Optionee accepts and
agrees:
1. Stock Options Granted:
No. of Shares Subject to Option . . . . . . . . . . ___________
Date of Grant . . . . . . . . . . . . . . . . . . . ___________
Vesting Commencement Date . . . . . . . . . . . . . ___________
Exercise Price Per Share. . . . . . . . . . . . . . ___________
Expiration Date . . . . . . . . . . . . . . . . . . ___________
2. The Stock Option is granted pursuant to the Plan to purchase the
number of shares of authorized but unissued common stock of the Corporation
specified in Section 1 hereof (the "Shares"). The Stock Option shall expire,
and all rights to exercise it shall terminate on the Expiration Date, except
that the Stock Option may expire earlier as provided in the Plan. The number of
shares subject to the Stock Option granted hereunder shall be adjusted as
provided in the Plan. This Stock Option is intended by the Corporation and the
Optionee to be a Non-statutory Stock Option and does not qualify for any special
tax benefits to the Optionee and is not subject to Section 7 of the Plan.
3. The Stock Option shall be exercisable in all respects in accordance
with the terms of the Plan which are incorporated herein by this reference.
Optionee acknowledges having received and read a copy of the Plan.
4. Optionee shall have the right to exercise the Stock Option in
accordance with the following schedule:
(a) The Stock Option may not be exercised in whole or in part at any
time prior to the end of the first 4 full calendar quarters following the
Vesting Commencement Date.
(b) Optionee may exercise the Stock Option as to one fourth of the
Shares at the end of the 4th full calendar quarter following the Vesting
Commencement Date.
(c) Optionee may exercise the Stock Option as to an additional 1/16th
of the Shares at the end of each of the full calendar quarter commencing with
the 5th full calendar quarter following the Vesting Commencement Date.
(d) The right to exercise the Stock Option shall be cumulative.
Optionee may buy all, or from time to time any part, of the maximum number of
shares which are exercisable under the Stock Option, but in no case may Optionee
exercise the Stock Option with regard to a fraction of a share, or for any share
for which the Stock Option is not exercisable.
5. The Optionee agrees to comply with all laws, rules, and regulations
applicable to the grant and exercise of the Stock Option and the sale or other
disposition of the common stock of the Corporation received pursuant to the
exercise of such Stock Option.
6. The Stock Option shall not become exercisable unless and until the
Corporation has determined that:
(a) it and Optionee have taken all actions required to register such
shares under the Securities Act, or to perfect an exemption from the
registration requirements thereof;
(b) any applicable listing requirement of any stock exchange on which
such shares are listed has been satisfied; and
(c) all other applicable provisions of state and Federal law have
been satisfied.
IN WITNESS WHEREOF, each of the parties hereto has executed this Stock
Option Agreement, in the case of the Corporation by its duly authorized officer,
as of the date and year written above.
OPTIONEE QCS CORPORATION
By:
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(signature) (signature)
Its:
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(Type or Print Name)
Address:
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