INTER*ACT SYSTEMS, INCORPORATED
1997 LONG-TERM INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Option Agreement") dated as
of the___________day of______, 199_, by and between Inter Act Systems,
Incorporated, a North Carolina corporation (the 'Company'), and_____________,
a____________the Company (the 'Optionee'):
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WITNESSETH:
WHEREAS, the Company desires to compensate the Optionee for services
endered and to be rendered to the Company by granting to the Optionee a
nonqualified stock option under the Inter Act Systems, Incorporated 1997
Long-Term Incentive Plan (the 'Plan'), a copy of which is attached hereto and
incorporated by reference, and the Optionee desires to accept such option in
accordance with the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and intending to be legally bound hereby, the parties agree as
follows:
1. Grant of Option. Subject to the terms and conditions of this Agreement,
the Company hereby grants to the Optionee an option (the 'Option') to purchase
all or any portion of_______________( ) shares of the Company's Common Stock
(the 'Common Stock') at an exercise price of ____________Dollars and___________
Cents ($ ) per share (the 'Exercise Price'). This Option is not intended
to be an incentive stock option as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the 'Code').
2. Exercise of Option. Subject to the further limitations and restrictions
as provided in the Plan and this Agreement, the Option shall be immediately
exercisable and may be exercised from time to time in whole or in part at any
time after approval of the Plan and prior to termination of the Option;
provided, however, that not less than 100 shares may be purchased at any one
time pursuant to any exercise of this Option unless the number of shares
purchased is the total number that may be purchased under this Option at
that time or unless the Company shall otherwise consent. No fractional shares
of Common Stock shall be issued upon any exercise of this Option.
3. Transferability of Option. The Option may not be sold, pledged,
assigned or transferred in any manner other than upon the death of the Optionee
by will or by the laws of descent and distribution except for immediate family
transfers. For purposes of this Section 3, 'immediate family transfers' shall
mean transfers, without consideration, to (i) a member of the Optionee's
immediate family, (ii) a trust the beneficiaries of which
consist solely of the Optionee and/or members of his immediate family, or (iii)
a partnership, limited liability company or similar entity all of the members,
partners and beneficiaries of which consist solely of the Optionee and/or
members of his immediate family. For purposes of this Section 3, members of the
Optionee's immediate family include his or her spouse, children, parents and
siblings, and the spouses and lineal descendants of such persons.
4. Adjustments. If the shares of Common Stock of the Company are increased,
decreased, changed into or exchanged for a different number or kind of shares
or securities through merger, consolidation, combination, exhange of shares,
other reorganization, recapitalization, reclassification, stock dividend, stock
split or reverse stock split in which the Company is the surviving entity, an
appropriate and proportionate adjustment shall be made, as provided in Article
15 of the Plan, in the number or kind of shares allocated to the unexercised
portion of the Option and in the Exercise Price thereof.
5. Termination of Option. The Option shall terminate and be no longer
exercisable on___________,___________.
6. Method of Exercise. The Option shall be exercised by the tender of
payment and delivery to the Company at its principal place of business of a
written notice, at least five days prior to the proposed date of exercise,
which notice shall:
(a) state the election to exercise the Option, the number of shares
of Common Stock with respect to which the Option is being exercised, and
the name, address, and social security number of the person in whose
name the stock certificate or certificates for such shares of Common
Stock is to be registered;
(b) contain any such representations and agreements as to
Optionee's investment interest with respect to such shares of Common
Stock as shall be reasonably required by the Board of Directors or the
Committee; and
(c) be signed by the person entitled to exercise the
Option, and if the Option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to the
Committee, of the right of such person or persons to exercise the
Option.
Payment of the Exercise Price may be made in cash or by certified or
cashiers check. Payment may also be made by surrendering shares of Common Stock
(including any shares of Common Stock received upon a prior or simultaneous
exercise of the Option) at the then fair market value of such shares, as
determined in accordance with Section 5(d) of the Plan. Payment may also be made
by combining cash, check and shares of Common Stock.
After receipt of such notice in a form satisfactory to the Committee and
the acceptance of payment, the Company shall deliver to the Optionee a
certficate or certificates representing the shares purchased hereunder;
provided, however, that if any
law or regulation requires the Company to take any action with respect to the
shares specified in such notice before the issuance thereof, the date of
delivery of such shares shall be extended for the period necessary to take such
action.
7. Tax Matters. The Optionee acknowledges that, upon exercise of the
Option, the Optionee will recognize taxable income generally in an amount equal
to the difference between the fair market value of the shares
purchased upon exercise and the Exercise Price paid therefor, and the
Company may have certain withholding obligations for income and other
taxes. It shall be a condition to the Optionee's exercise of the Option and
receipt of a stock certificate covering Shares purchased pursuant to the
Option that the Optionee pay to the Company such amounts as it is required
to withhold or, with the consent of the Company, that the Optionee
otherwise provide for the satisfaction of the Company's withholding
obligation. If any such payment is not made by the Optionee, the Company
may deduct the amounts required to be withheld from payments of any kind to
which the Optionee would otherwise be entitled from the Company.
8. Rights of a Shareholder. The Optionee shall not be deemed for any
purpose to be a shareholder of the Company with respect to any shares covered by
this Option unless this Option shall have been exercised and the Exercise Price
paid in the manner provided herein. No adjustment will be made for dividends or
other rights where the record date is prior to the date of exercise and payment.
Upon the exercise of the Option and the issuance of the certificate or
certificates evidencing the shares of Common Stock received, except as otherwise
provided herein, the Optionee shall have all the rights of a stockholder of the
Company including the rights to receive all dividends or other distributions
paid or made with respect to such shares.
9. Compliance with Securities Laws. The Optionee recognizes that any
registration of the shares of Common Stock issuable pursuant to this Option
under applicable federal and state securities laws, or actions to qualify for
applicable exemptions from such registrations, shall be at the option of the
Company. The Optionee acknowledges that, in the event that no such registrations
are undertaken and the Company relies on exemptions from such registrations, the
shares shall be issued only if the Optionee qualifies to receive such shares in
accordance with the exemptions from registration on which the Company relies and
that, in connection with any issuance of certificates evidencing such shares,
the Board of Directors may require appropriate representations from the Optionee
and take such other action as the Board of Directors may deem necessary,
including but not limited to placing restrictive legends on such certificates
and placing stop transfer instructions in the Company's stock transfer records,
or delivering such instructions to the Company's transfer agent, in order to
assure compliance with any such exemptions. Notwithstanding any other provision
of the Plan or this Agreement (i) no shares will be issued upon any exercise of
the Option unless and until such shares have been registered under all
applicable federal and state securities laws or unless, in the opinion of
counsel satisfactory to the Company, all actions necessary to qualify for
exemptions from such registrations shall have been taken and (ii) the Company
shall have no obligation to undertake such registrations or such actions
necessary to qualify for exemptions from registrations and shall have no
liability whatsoever for not doing so except to refund any option price tendered
to the Company.
10. Shareholders' Agreement. The Optionee understands and agrees that the
shares of Common Stock issuable upon exercise of this Option shall also be
subject to the restrictions on transfer and other provisions of the
shareholders' agreement, if any, that may be in effect among the Company and all
its shareholders as of the date of any exercise of this Option (the
'Shareholders' Agreement'). As a condition to the exercise of this Option, the
Optionee agrees that he will become a party to the Shareholders' Agreement by
executing a joinder agreement or other appropriate document. In the event that
the Shareholders' Agreement dated as of April 16, 1993, as amended by Amendment
No. 1 thereto dated as of June 17, 1994, has terminated as a result of a public
offering of capital stock of the Company prior to the exercise of this Option,
the Optionee nevertheless agrees to be bound by the lock-up agreement contained
in Section 23 thereof or any similar lock-up agreement then in effect with
respect to the Company's shareholders.
11. Legends. The certificate or certificates evidencing all or any of the
shares of Common Stock issued upon exercise of this Option shall bear
substantially the following legend:
The shares evidenced by this certificate have not been registered under the
Securities Act of 1933, as amended, or under the securities laws of any state.
The shares may not be sold, transferred, pledged or hypothecated in the absence
of an effective registration statement under the Securities Act of 1933, as
amended, and such registration or qualification as may be necessary under the
securities laws of any state, or an opinion of counsel satisfactory to the
Company that such registration or qualification is not required.
and shall also bear any legend required by the Shareholders' Agreement.
12. Specific Performance. The Optionee agrees that in the event of any
violation of this Agreement, an action may be commenced by the Company for any
such preliminary and permanent injunctive relief and other equitable relief in
any court of competent jurisdiction in the State of North Carolina or in any
other court of competent jurisdiction. The Optionee hereby waives any objections
on the grounds of improper jurisdiction or venue to the commencement of an
action in the State of North Carolina and agrees that effective service of
process may be made upon him by mail under the notice provisions contained in
Section 16 hereof.
13. Construction. Whenever the word 'Optionee' is used in any provision of
this Agreement under circumstances where the provision should logically be
construed to apply to (i) the estate, personal representative, or beneficiary
to whom this Option may be transferred by will or by the laws of descent and
distribution or (ii) the guardian or legal representative of the Optionee acting
pursuant to a valid power of attorney or the decree of a court of competent
jurisdiction, the the term 'Optionee, shall be construed to include such estate,
personal representative, beneficiary, guardian or legal representative.
14. Severability. The provisions of this Agreement shall be severable and
the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereto.
15. Successor and Assigns. The terms of this Agreement shall be binding
upon and shall enure to the benefit of any sucessors or assigns of the Company
and of the Optionee and of the Common Stock issued or issuable upon the exercise
hereof.
16. Notices. Notices under this Agreement shall be in writing and shall be
deemed to have been duly given (i) when personally delivered, (ii) when
forwarded by Federal Express, Airborne, or another private carrier which
maintains records showing delivery information, or (iii) when placed in the
United States Mail and forwarded by registered or certified mail, return receipt
requested, postage prepaid, addressed to the party to whom such notice is being
given.
17. Modification. This Agreement is the entire agreement and understanding
of the parties hereto with respect to the Option granted herein and supersedes
any and all prior and contemporaneous negotiations, understandings and
agreements with regard to the Option and the matters set forth herein, whether
oral or written. No representation, inducement, agreement, promise or
understanding altering, modifying, taking from or adding to the terms and
conditions hereof shall have any force or effect unless the same is in writing
and validity executed by the parties hereto.
18. Governing Law. This Agreement shall be governed in accordance with the
laws of the State of North Carolina.
19. Multiple Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall be deemed to be an original.
IN WITNESS WHEREOF, the parties hereto have excuted this Agreement
effective as of the day and year first above written.
INTER*ACT SYSTEMS INCORPORATED
ATTEST:
By:
President
Secretary
[Corporate Seal]
WITNESS: OPTIONEE:
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[SEAL]
NAME:
