EXHIBIT 4.5
XXXXXXX INFORMATION SERVICES CORPORATION
2002 INCENTIVE STOCK OPTION AGREEMENT
Under the terms and conditions of the 2002 Stock Option Plan for Region Managers
(the "Plan"), a copy of which is attached hereto and incorporated in this
Agreement by reference, Xxxxxxx Information Services Corporation (the "Company")
grants to ___________ (the "Employee") the option to purchase ____________ ( )
shares of the Company's Common Stock, $1.00 par value, at the price of
$___________, subject to adjustment as provided in the Plan (the "Option").
This Option shall be for a term commencing on this date and ending ten years and
one day from the date of this grant, unless the Option is terminated earlier by
reason of your death or termination of employment, as provided in the Plan.
This Option is an incentive stock option intended to qualify within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended.
The Employee, in accepting this Option, accepts and agrees to be bound by all
the terms and conditions of the Plan which pertain to stock options granted
under this Plan.
The Employee is hereby notified that if the Employee disposes of Stock
transferred to the Employee upon the Employee's exercise of the Option within
two years after the date of the granting of the Option or within one year after
the transfer of the Stock to the Employee, all or a portion of the Option will
be taxed as if it were a nonqualified stock option rather than an incentive
stock option. THE EMPLOYEE AGREES TO NOTIFY THE COMPANY WITHIN FIVE BUSINESS
DAYS IF THE EMPLOYEE MAKES A PREMATURE DISPOSITION OF STOCK ACQUIRED PURSUANT TO
THE EXERCISE OF THE OPTION THAT DOES NOT SATISFY ONE OR BOTH OF THE TWO HOLDING
PERIODS.
Granted this day of , 200 .
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XXXXXXX INFORMATION SERVICES
CORPORATION
By:
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Xxxxxxx Xxxxxx, Xx., President
ACCEPTED:
Employee:
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Printed name:
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Date:
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