COMMUNICATION INTELLIGENCE CORPORATION STOCK OPTION AGREEMENT
EXHIBIT
4.4
1. Grant of
Option. Subject to the terms, definitions and provisions
contained herein, Communication Intelligence Corporation (the "Company"), hereby
grants to:
Optionee’s
Name: Xxxxxxx
Xxxxxxxxxx
Non-Qualified
Option to purchase Common Stock of the Company as follows:
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Date
of Grant:
Total
Number of Shares Underlying Grant:
Exercise
price per
Expiration
Date:
|
May
26, 2009
200,000
$0.10
5/26/2016
|
Termination
Period. This Option may be exercised for ninety days after
separation from the Company except as set out in Sections 7 and 8 of this Option
Agreement (but in no event later than the Expiration Date).
2. Exercise of
Option. This Option shall be exercisable in whole or in part
during its term in accordance with the Vesting Schedule as set forth in Exhibit
B attached hereto.
(i) Right to
Exercise.
(a) This
Option may not be exercised for a fraction of a share.
(b) In
the event of Optionee's death, disability or other separation from the Company,
the exercisability of the Option is governed by Sections 6, 7 and 8 below,
subject to the limitation contained in subsection 2(i)(c).
(c) In
no event may this Option be exercised after the date of expiration of the term
of this Option as set forth herein.
(ii) Method of
Exercise. This Option shall be exercisable by written notice
delivered to the Secretary of the Company (in the form attached as Exhibit A)
which shall state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised, and such other representations
and agreements as to the holder's investment intent with respect to such shares
of Common Stock as may be reasonably required by the Company. Such
written notice shall be signed by the Optionee and shall be delivered in person
or by certified mail to the Secretary of the Company. The written
notice shall be accompanied by payment of the Exercise Price pursuant to Section
3 hereof. This Option shall be deemed to be exercised upon receipt by
the Company of such written notice accompanied by the Exercise
Price.
3. Method of
Payment. Payment of the Exercise Price shall be by check or
delivery of shares of the Company’s Common Stock then owned by the
Optionee. Payment may also be made by delivering a properly executed
exercise notice to the Company together with a copy of irrevocable instructions
to a broker to deliver promptly to the Company the amount of sale or loan
proceeds to pay the exercise price.
4. Restrictions on Exercise and
Tradability of Underlying Shares. This Option may not be
exercised if the issuance of such Shares upon such exercise or the method of
payment or consideration for such shares would constitute a violation of any
applicable federal or state securities or other law or regulation, including any
rule under Part 207 of Title 12 of the Code of Federal Regulations (“Regulation
G”) as promulgated by the Federal Reserve Board. The underlying shares to be
issued pursuant to this option have not been registered with the Securities and
Exchange Commission and will be subject to trading restrictions upon
issuance.
EXHIBIT
4.4
5. Termination of
Relationship. Should Optionee cease to be an employee or
director, Optionee may, to the extent otherwise so entitled at the date of such
termination (the "Termination Date"), exercise this Option during the
Termination Period set out in Section 1 of this Option. To the extent
that Optionee was not entitled to exercise this Option at the date of such
termination, or if Optionee does not exercise this Option within the time
specified herein, the Option shall terminate.
6. Disability of
Optionee. Notwithstanding the provisions of Section 6 above,
in the event of termination of Optionee's status as an employee or a member of
the Board of Directors as a result of total and permanent disability (as defined
in Section 22(e)(3) of the Internal Revenue Code), Optionee may, but only within
twelve (12) months from the date of separation from the Board of Directors or if
separation is due to disability which is not total and permanent, then within
six (6) months of such separation (but in no event later than the date of
expiration of the term of this Option as set forth in Section 10 below),
exercise the Option to the extent otherwise so entitled at the date of such
termination. To the extent that Optionee was not entitled to exercise
the Option at the date of termination, or if Optionee does not exercise such
Option (to the extent otherwise so entitled) within the time specified herein,
the Option shall terminate.
7. Death of
Optionee. In the event of the death of Optionee, the Option
may be exercised at any time within twelve (12) months following the date of
death (but in no event later than the date of expiration of the term of this
Option as set forth in Section 10 below), by Optionee's estate or by a person
who acquired the right to exercise the Option by bequest or inheritance, but
only to the extent the Optionee could exercise the Option at the date of
death.
8. Non-Transferability of
Option. This Option may not be transferred in any manner otherwise than
by will or by the laws of descent or distribution and may be exercised during
the lifetime of Optionee only by him. The terms of this Option shall
be binding upon the executors, administrators, heirs, successors and assigns of
the Optionee.
9. Term of
Option. This Option may be exercised only within the term set
out in Section 1 of this Option, and may be exercised during such term only in
accordance with the terms of this Option.
10. Tax
Consequences. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
11. Adjustment upon Changes in
Capitalization. In the event of any change in the number of shares of the
outstanding common stock of the Company as a consequence of a stock
split, stock dividend, combination or reclassification of shares,
recapitalization, merger or similar event, the number of shares underlying this
Option and the related exercise price shall be adjusted
proportionately.
Remainder
of this page intentionally left blank.
EXHIBIT
4.4
Optionee
hereby accepts this Option subject to all of the terms and provisions
hereof. Optionee has reviewed this Option in its entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option and
fully understands all provisions of the Option. Optionee hereby
agrees to accept as binding, conclusive and final, all decisions or
interpretations of the Board of Directors or duly appointed or elected committee
thereof upon any questions arising under this Option.
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ACCEPTED:
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/s/
Xxxxxxx Xxxxxxxxxx
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/s/ Xxxxx
Xxxxxxxxxx
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|
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Optionee
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By: Xxxxx
XxXxxxxxxx
CEO
and President
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|
|
Address
|
Title
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|
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City State Zip
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EXHIBIT
4.4
EXHIBIT
A
STOCK
OPTION EXERCISE NOTICE
The
undersigned is the holder of an option and wishes to exercise that option to
purchase common stock of Communication Intelligence Corporation as
follows:
|
Number
of Shares:
|
|
|
Exercise
Price:
|
$
|
|
Total
Purchase Price:
|
$
|
This
Exercise Notice together with payment is to be delivered, either in person or by
certified mail to:
|
The
Secretary
000
Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx
Xxxxxx, XX 00000
|
|
Dated
|
|
Signature
|
|
Typed
or Printed Name
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Please
mail my common stock certificate to the address listed below:
EXHIBIT
4.4
|
EXHIBIT
B
|
|
STOCK
OPTION VESTING SCHEDULE
|
|
FOR
OPTIONS GRANTED ON MAY 26, 2009
|
|
NUMBER
OF OPTIONS GRANTED:
|
200,000
|
|
VESTING
|
DATE
OF
|
NUMBER
OF
|
|
SCHEDULE
|
VESTING
|
SHARES
|
|
8.333%
|
8/26/2009
|
16,674
|
|
8.333%
|
11/26/2009
|
16,666
|
|
8.333%
|
2/26/2010
|
16,666
|
|
8.333%
|
5/26/2010
|
16,666
|
|
8.333%
|
8/26/2010
|
16,666
|
|
8.333%
|
11/26/2010
|
16,666
|
|
8.333%
|
2/26/2011
|
16,666
|
|
8.333%
|
5/26/2011
|
16,666
|
|
8.333%
|
8/26/2011
|
16,666
|
|
8.333%
|
11/26/2011
|
16,666
|
|
8.333%
|
2/26/2012
|
16,666
|
|
8.333%
|
5/26/2012
|
16,666
|
|
100.000%
|
200,000
|
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