TELTECH RESOURCE NETWORK CORPORATION
1987 NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made this ___ day of _________ between TELTECH RESOURCE
NETWORK CORPORATION, a Minnesota corporation (the "Company"), and _________,
(the "Optionee");
W I T N E S S E T H :
WHEREAS, the Optionee on the date hereof is an employee, officer or
director of the Company or a Subsidiary of the Company; and
WHEREAS, to induce the Optionee to further the Optionee's efforts in
its behalf, the Company desires to grant to the Optionee an option to purchase
shares of its Common Stock;
WHEREAS, the Company's board of Directors has adopted a stock option
plan providing for the grant of nonqualified stock options known as the "Teltech
Resource Network Corporation 1987 Nonqualified Stock Option Plan" (hereinafter
referred to as the "Plan"); and
WHEREAS, on the date hereof, the Company's Board of Directors (or, if
so appointed and empowered by the board, the Board's Stock Option Committee)
authorized the grant of this option to the Optionee;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and the Optionee hereby agree as
follows:
1. GRANT OF OPTION. The Company hereby grants to the Optionee, on the
date of this Agreement, the Option to purchase ____ shares of the Common stock
of the Company (the "Option Stock") subject to the terms and conditions herein
contained, and subject only to adjustment in such number of shares as provided
in Section 10 of the Plan.
2. OPTION PRICE. During the term of this option, the purchase price for
the shares of Option Stock granted herein is $ __ per share, subject only to
adjustment of such price as provided in Section 10 of the Plan.
3. TERM OF OPTION. The term during which this option may be exercised
expires at the close of business on _________ unless terminated earlier under
the provisions of Paragraphs 10 or 11 below. This option shall be exercisable
during the first year of this Agreement to the extent of _______ percent of the
total number of shares granted under Paragraph 1 above. Thereafter this option
shall be exercisable to the extent of________ percent of such total number of
shares during each succeeding year until the earlier of the time this option
shall have become exercisable to the extent of One Hundred Percent (100%) of the
total number of shares specified in Paragraph 1 or its expiration. If the
Optionee does not purchase in any option year the full number of shares which
the Optionee is entitled to purchase that year, the Optionee may purchase in any
subsequent option year such previously unpurchased shares in addition to those
the Optionee is otherwise entitled to purchase. If this option has been granted
prior to approval of the Plan by the Company's shareholders, this option shall
not be exercisable until such approval is obtained.
4. PERSONAL EXERCISE BY OPTIONEE. This option shall, during the
lifetime of the Optionee, be exercisable only by said Optionee and shall not be
transferable by the Optionee, in whole or in part, other than by will or by the
laws of descent and distribution.
5. MANNER OF EXERCISE OF OPTION. This option is to be exercised by the
Optionee (or by the Optionee's successor of successors) by giving written notice
to the Company of an election to exercise such option. Such notice shall specify
the number of shares to be purchased hereunder and shall specify a date (not
more than 30 calendar days and not less than 10 calendar days from the date of
delivery of the notice to the Company) on which the Optionee shall deliver
payment of the full purchase price for the shares being purchased and the
Company shall deliver
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certificates to the Optionee representing the shares so purchased. Such notice
shall be delivered to the Company at its principal place of business. An option
shall be considered exercised at the time the Company receives such notice. Upon
receipt of such notice and subject to the Provisions of Paragraph 9 below, the
Company shall, on the dates specified in such notice and against payment by the
Optionee of the required purchase price, deliver to the Optionee certificates
for the shares so purchased. Payment for shares of Option Stock may be made in
the form of cash, certified check, or such other payment method as may be
authorized by the Board of Directors. All requisite original issue or transfer
documentary stamp taxes shall be paid by the Company.
6. RIGHTS AS A SHAREHOLDER. The Optionee or a transferee of this option
shall have no rights as a shareholder with respect to any shares covered by this
option until the date of the issuance of a stock certificate for such shares,
except as provided in Section 10 of the Plan. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property), distributions or other rights for which the record is prior to the
date such stock certificate is issued, except as provided in Section 10 of the
Plan.
7. 1987 STOCK OPTION PLAN. The Option evidenced by this Agreement is
granted pursuant to the Plan, as amended on July 31, 1995, a copy of which Plan
has been made available to Optionee and is hereby incorporated into this
Agreement. This Agreement is subject to and in all respects limited and
conditioned as provided in the Plan. The Plan governs this Option and, in the
event of any questions as to the construction of this Agreement or in the event
of a conflict between the Plan and this Agreement, the Plan shall govern, except
as the Plan otherwise provides.
8. WITHHOLDING TAXES. In order to permit the Company to receive a tax
deduction in connection with the exercise of this option, the Optionee agrees
that as a condition to any exercise of this option, the Optionee will also pay
to the Company, or make arrangements satisfactory to the Company regarding
payment of, any federal, state, local or other taxes required by law to be
withheld with respect to the option's exercise.
9. INVESTMENT PURPOSE. The Company requires as a condition to the grant
and exercise of this option that any stock acquired pursuant to this option be
acquired for only investment if, in the opinion of counsel for the Company, such
is required or deemed advisable under securities laws or any other applicable
law, regulation or rule or any government of governmental agency. In this
regard, if required by the Company, the Optionee, prior to the acquisition of
any shares pursuant to this option, shall execute an investment letter to the
effect that the Optionee is acquiring shares pursuant to the option for
investment purposes only and not with the intention of making any distribution
of such shares and will not dispose of the shares in violation of the applicable
federal and state securities laws.
10. TERMINATION OF EMPLOYMENT OR DIRECTORSHIP (FOR REASONS OTHER THAN
DEATH). If the Optionee ceases to be an employee of the Company or any
Subsidiary for any reason other than because of death (as described below) or
because of the sale, merger, or liquidation of the Company (which is covered by
the provisions of Section 12 of the Plan), this option shall terminate
(notwithstanding Paragraph 3 of this Agreement), on the earlier of (i) the close
of business on the three-month anniversary date of the Optionee's termination,
and (ii) this option's originally stated expiration date. In such period
following such termination of employment or directorship, this option shall be
exercisable as provided above only to the extent the option was exercisable on
the date of termination of employment or directorship but had not previously
been exercised.
11. DEATH OF OPTIONEE. If the Optionee dies (1) while an employee or
director of the Company or any Subsidiary, or (2) within a period of three
months after his termination of employment or directorship with the Company or
any Subsidiary as provided in Paragraph 10, this option shall terminate
(notwithstanding Paragraph 3 of this Agreement) on the earlier of (i) the close
of business on the one-year anniversary date of the Optionee's death, and (ii)
this option's originally stated expiration date. In such period following the
Optionee's death, this option may be exercised only by the person or person to
whom the Optionee's rights under this option shall have passed by the Optionee's
will or by the laws of descent and distribution, and only to the extent the
option was exercisable on the date of death but had not previously been
exercised.
12. MERGERS, RECAPITALIZATIONS, STOCK SPLITS, ETC. Pursuant and subject
to Section 10 of the Plan, certain changes in the number or character of the
Common Stock of the Company (through sale, merger, consolidation, exchange,
reorganization, divestiture (including a spin-off), liquidation,
recapitalizaiton, stock split, stock dividend or
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otherwise) shall result in an adjustment, reduction or enlargement, as
appropriate, in Participant's rights with respect to any unexercised portion of
the Option (i.e., Participant shall have such "anti-dilution" rights under the
Option with respect to such events, but shall not have "preemptive" rights).
13. SCOPE OF AGREEMENT. This Agreement shall bind and inure to the
benefit of the Company and its successors and assigns and the Optionee and any
successor or successors of the Optionee permitted by Paragraph 4 above.
IN WITNESS WHEREOF, the Company and the Optionee have executed this
Agreement in the manner appropriate to each, as of the day and year first above
written.
TELTECH RESOURCE NETWORK CORPORATION
By
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Its CEO
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Optionee
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