Exhibit 10.56
NON-QUALIFIED STOCK OPTION AGREEMENT
GRANTED PURSUANT TO
THE 2000 OMNIBUS STOCK AND INCENTIVE PLAN
FOR AUTHORISZOR INC.
THIS OPTION AGREEMENT (the "Agreement") is entered into as of the Date of
Grant (as defined herein), by and between Xxxxxxx X. Shingles (the
"Participant") and Authoriszor Inc. (the "Corporation").
RECITALS
WHEREAS, the Corporation has adopted the 2000 Omnibus Stock and
Incentive Plan of Authoriszor Inc. (the "Plan"), which is incorporated by
reference into and forms a part of this Agreement, and the Participant has been
selected pursuant to the Plan to receive a Non-Qualified Stock Option under the
Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Corporation and the
Participant as follows:
1. Definitions. Terms otherwise not defined herein shall have the meaning
ascribed to them in the Plan.
2. Terms of Award. A Non-Qualified Stock Option (the "Option") for a total
of 100,000 shares ("Shares") of the common stock, par value $0.01 per share, of
the Corporation, is hereby granted to the Participant at the exercise price
determined as provided in, and in all respects subject to the terms, definitions
and provisions of, the Plan in consideration for the Participant's service to
the Corporation and to provide incentive to the Participant to continue service
to the Corporation.
(a) Exercise Price. The "Exercise Price" is $9.875 for each Share.
(b) Date of Grant. This Option is granted as of October 18, 2000 (the
"Date of Grant").
(c) Award and Exercise Price. This Agreement specifies the terms of
the Option granted to the Participant to purchase the Shares at the
Exercise Price per share as set forth in Section 2(a). The Option is not
intended to constitute an "incentive stock option" as that term is used in
Code section 422.
(d) Date of Exercise. The Option shall be immediately exercisable in
whole or in part according to the provisions of the Plan.
3. Expiration of Option Period.
(a) The unexercised portion of this Option shall automatically
and without notice terminate and become null and void at the time of
the earliest to occur of the following:
(i) October 18, 2003;
(ii) the resignation of Participant as a director of the
Corporation;
(iii) the removal of the Participant as a director of the
Corporation by the stockholders of the Corporation;
(iv) the failure of the Participant to be elected as a
director of the Corporation at any meeting of stockholders of the
Corporation at which directors are elected;
(v) the Board of Directors of the Corporation in the
exercise of its fiduciary duties shall have determined that
Participant should be removed for cause;
(vi) Thirty (30) days after the date that Participant ceases
to be a director of the Corporation, regardless of the reason
thereof, other than as provided for in Sections 3(a)(ii) - (viii)
hereof;
(vii) one (1) year after the date on which the Participant
suffers a mental or physical disability as determined by a
medical doctor satisfactory to the Corporation; or
(viii) either (y) one (1) year after the date that the
Participant ceases to be a director of the Corporation by reason
of the death of the Participant, or (z) six (6) months after the
date on which the Participant shall die, if the Participant's
death shall occur during the thirty (30) day period described in
Section 3(a)(vi) or the one-year period described in Section
3(a)(viii) hereof.
(b) The Corporation in its sole discretion may, by
giving written notice (a "Cancellation Notice") to the Participant
prior to the consummation of any of the transactions described in
Section 4(b)(i) or 4(b)(ii) below, cancel, effective upon the date of
the consummation of any such transactions, all or any portion of this
Option that remains unexercised on such date. Such Cancellation Notice
shall be given to the Participant a reasonable period of time (but not
less than 15 days) prior to the effective date of such cancellation,
and may be given either before or after stockholder approval of such
transaction.
(i) Any transaction (which shall include a
series of related transactions occurring within 60 days or occurring
pursuant to a plan) that has the result that stockholder of the
Corporation immediately before such transaction cease to own at least
51% of (x) the voting stock of the Corporation or (y) any entity that
results from the participation of the Corporation in a reorganization,
consolidation, merger, liquidation or any other form of corporate
transaction.
(ii) A sale, exchange or other disposition of
all or substantially all the property and assets of the Corporation to
an unaffiliated third party.
4. Payment. The exercise price of any Shares purchased shall be
paid solely in cash, by certified or cashier's check, by money order, with
Shares owned by the Participant for at least six (6) months (provided that at
the time of exercise the Committee in its sole discretion does not prohibit the
exercise of Options through the delivery of already-owned Shares) or by a
combination of the above; provided, however, that the Committee in its sole
discretion may accept a personal check in full or partial payment of any Shares.
If the exercise price is paid in whole or in part with Shares, the value of the
Shares surrendered shall be their Fair Market Value on the date received by the
Corporation. Any Shares delivered in satisfaction of all or a portion of the
exercise price shall be appropriately endorsed for transfer and assignment to
the Corporation.
5. Withholding. The Participant shall make satisfactory arrangements for
the withholding of any amounts necessary for withholding in accordance with
applicable Federal or state income tax laws.
6. Market Stand-Off. The Participant hereby agrees that, if so requested by
the Corporation or any representative of the underwriters in connection with any
registration of the offering (the "Offering") of any securities of the
Corporation under the Securities Act of 1933, as amended (the "Securities Act"),
the Participant shall not sell or otherwise transfer any Shares or other
securities of the Company during the 180-day period (or such other period as may
be requested in writing by the managing underwriter with respect to the Offering
and agreed to in writing by the Company) (the "Market Standoff Period")
following the effective date of a registration statement of the Company filed
under the Securities Act. Such restriction shall apply only to the first
registration statement of the Company to become effective under the Securities
Act after the effective date of the Plan that includes securities to be sold on
behalf of the Company to the public in an underwritten public offering under the
Securities Act. The Company may impose stop-transfer instructions with respect
to securities subject to the foregoing restrictions until the end of such Market
Standoff Period.
7. Issuance of Shares. No person shall be, or have any of the rights or
privileges of, a stockholder of the Corporation with respect to any of the
Shares subject to an Option unless and until certificates representing such
Shares shall have been issued and delivered to such person. As a condition of
any issuance of a certificate for Shares, the Committee may obtain such
agreements or undertakings, if any, as it may deem necessary or advisable to
assure compliance with any provision of the Plan, the agreement evidencing the
Option or any law or regulation including, but not limited to, the following:
(a) A representation, warranty or agreement by the
Participant to the Corporation at the time any Option is exercised that
he is acquiring the Shares to be issued to him for investment and not
with a view to, or for sale in connection with, the distribution of any
such Shares; and
(b) A representation, warranty or agreement to be bound
by any legends that are, in the opinion of the Committee, necessary or
appropriate to comply with the provisions of any securities laws deemed
by the Committee to be applicable to the issuance of the Shares and are
endorsed upon the Share certificates.
8. Surrender of Option. Upon exercise of this Option in part, if requested
by the Corporation, the Participant shall deliver this Option and any other
written agreements executed by the Corporation and the Participant with respect
to this Option to the Corporation who shall endorse or cause to be endorsed
thereon a notation of such exercise and return all agreements to the
Participant.
9. Transferability of Option. The Option is not transferable other than as
designated by the Participant by will or by the laws of descent and
distribution, and during the Participant's life, may be exercised only by the
Participant.
10. Administration. The Plan and this Option shall be administered by the
Committee as provided for and described in the Plan.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Date of Grant.
/s/ Xxxxxxx X. Shingles
----------------------------------------
Xxxxxxx X. Shingles
AUTHORISZOR INC.
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: Chief Executive Officer
and President
