Exhibit 10.12
GLOBAL IMAGING SYSTEMS, INC.
1998 STOCK OPTION AND INCENTIVE PLAN
NON-INCENTIVE STOCK OPTION AGREEMENT
TABLE OF CONTENTS
1. GRANT OF OPTION............................................................1
2. PARACHUTE LIMITATIONS......................................................1
3. TERMS OF PLAN..............................................................2
4. OPTION PRICE...............................................................3
5. VESTING IN OPTION..........................................................3
6. TERM AND EXERCISE OF OPTION................................................3
6.1. Term..................................................................3
6.2. Option Period and Limitations on Exercise.............................3
6.3. Limitations on Exercise of Option.....................................4
6.4. Method of Exercise....................................................4
7. TERMINATION OF THE SERVICE RELATIONSHIP....................................5
7.1. Termination of Employment or Other Relationship.......................5
7.2. Rights in the Event of Death..........................................5
7.3. Rights in the Event of Disability.....................................6
8. TRANSFERABILITY............................................................6
8.1. General Rule..........................................................6
8.2. Family Transfers......................................................6
9. REQUIREMENTS OF LAW........................................................7
10. EFFECT OF CHANGES IN CAPITALIZATION........................................7
10.1. Changes in Stock.....................................................7
10.2. Dissolution, Liquidation, Sale of Assets, Reorganization in
Which the Company Is Not the Surviving Entity, Etc................8
10.3. Reorganization, Sale of Assets or Sale of Stock Which
Involves a Change of Control......................................8
10.4. Adjustments..........................................................9
10.5. No Limitations on Company............................................9
11. DISCLAIMER OF RIGHTS.......................................................9
12. FORFEITURE OF RIGHTS......................................................10
13. CAPTIONS..................................................................10
14. WITHHOLDING OF TAXES......................................................10
15. SEVERABILITY..............................................................11
16. INTERPRETATION OF THIS STOCK OPTION AGREEMENT.............................11
17. GOVERNING LAW.............................................................11
18. BINDING EFFECT............................................................11
19. NOTICE....................................................................11
20. ENTIRE AGREEMENT..........................................................12
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GLOBAL IMAGING SYSTEMS, INC.
1998 STOCK OPTION AND INCENTIVE PLAN
NON-INCENTIVE STOCK OPTION AGREEMENT
This Stock Option Agreement is made as of the date set forth opposite the
words "Grant Date" on the letter to which this Stock Option Agreement is
attached (the "Grant Letter"), by and between Global Imaging Systems, Inc., a
Delaware corporation (the "Company"), and the person identified opposite the
words "Granted To" in the Grant Letter, an individual who is employed by, or
providing services to, the Company or one of its affiliates (the "Optionee").
WHEREAS, the Board of Directors and stockholders of the Company have duly
adopted and approved the Global Imaging Systems, Inc. 1998 Stock Option and
Incentive Plan (the "Plan"), which Plan authorizes the Company to grant to
eligible individuals options for the purchase of shares of the Company's common
stock, par value $.01 per share (the "Stock"); and
WHEREAS, the Company has determined that it is desirable and in its best
interests to grant to the Optionee, pursuant to the Plan, an option to purchase
a certain number of shares of Stock, in order to provide the Optionee with an
incentive to advance the interests of the Company and any affiliate thereof;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto do hereby agree as follows:
1. GRANT OF OPTION
Subject to the terms of the Plan (attached hereto as Exhibit A), the
Company hereby grants to the Optionee the right and option (the "Option") to
purchase from the Company, on the terms and subject to the conditions set forth
in the Plan and in this Option Agreement, the number of shares of Stock set
forth opposite the words "Options Granted" in the Grant Letter. This Option
shall not constitute an incentive stock option within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"). The date of grant
of this Option is the date set forth opposite the words "Grant Date" in the
Grant Letter (the "Grant Date").
2. PARACHUTE LIMITATIONS
Notwithstanding any other provision of this Stock Option Agreement or
of any other agreement, contract, or understanding heretofore or hereafter
entered into by the Optionee and the Company or any Subsidiary, except an
agreement, contract, or understanding hereafter entered into that expressly
modifies or excludes application of this Section (the "Other Agreements"), and
notwithstanding any formal or informal plan or other arrangement heretofore or
hereafter adopted by the Company (or any Subsidiary) for the direct or indirect
compensation of the Optionee (including groups or classes of participants or
beneficiaries of which the Optionee is a member), whether or not such
compensation is deferred, is in cash, or is in the form of a benefit to or for
the Optionee (a "Benefit Arrangement"), if the Optionee is a "disqualified
individual," as defined in Section 280G(c) of the Code, the Option and any right
to receive any payment or other benefit under this Stock Option Agreement shall
not become exercisable or vested (i) to the extent that such right to exercise,
vesting, payment, or benefit, taking into account all other rights, payments, or
benefits to or for Optionee under the Plan, all Other Agreements, and all
Benefit Arrangements, would cause any payment or benefit to the Optionee under
this Stock Option Agreement to be considered a "parachute payment" within the
meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute
Payment") and (ii) if, as a result of receiving a Parachute Payment, the
aggregate after-tax amounts received by the Optionee from the Company under this
Stock Option Agreement, the Plan, all Other Agreements, and all Benefit
Arrangements would be less than the maximum after-tax amount that could be
received by Optionee without causing any such payment or benefit to be
considered a Parachute Payment. In the event that the receipt of any such right
to exercise, vesting, payment, or benefit under this Stock Option Agreement, in
conjunction with all other rights, payments, or benefits to or for the Optionee
under the Plan, any Other Agreement or any Benefit Arrangement would cause the
Optionee to be considered to have received a Parachute Payment under this Stock
Option Agreement that would have the effect of decreasing the after-tax amount
received by the Optionee as described in clause (ii) of the preceding sentence,
then the Optionee shall have the right, in the Optionee's sole discretion, to
designate those rights, payments, or benefits under this Stock Option Agreement,
the Plan, any Other Agreements, and any Benefit Arrangements that should be
reduced or eliminated so as to avoid having the payment or benefit to the
Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.
3. TERMS OF PLAN
The Option granted pursuant to this Stock Option Agreement is granted
subject to the terms and conditions set forth in the Plan. All terms and
conditions of the Plan are hereby incorporated into this Stock Option Agreement
by reference and shall be deemed to be part of this Stock Option Agreement,
without regard to whether such terms and conditions are not otherwise set forth
in this Stock Option Agreement. To the extent any capitalized words used in this
Stock Option Agreement are not defined, they shall have the definitions stated
for them in the Plan. In the event that there is any inconsistency between the
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provisions of this Stock Option Agreement and of the Plan, the provisions of the
Plan shall govern.
4. OPTION PRICE
The purchase price (the "Option Price") for each share subject to the
Option granted by this Stock Option Agreement is the amount set forth opposite
the words "Option Price per Share" on the Grant Letter.
5. VESTING IN OPTION
The Option becomes vested as to twenty percent (20%) of the shares
purchasable pursuant to the Option on the date that is one year after the Grant
Date (the first "Anniversary Date"), if the Optionee has been providing services
to the Company or any of its affiliates continuously from the date of grant to
the Anniversary Date. Thereafter, so long as the Optionee's service has not been
interrupted, the Option becomes vested as to an additional twenty percent (20%)
of the shares subject to the Option after each of the next four Anniversary
Dates. Service for this purpose includes service as an employee, director,
advisor or consultant providing bona fide services to the Company or any of its
affiliates. For purposes of this Stock Option Agreement, termination of service
would not be deemed to occur if the Optionee, after terminating service in one
capacity, continues to provide service to the Company or any of its affiliates
in another capacity. Termination of service is sometimes also referred to herein
as termination of employment or other relationship with the Company or any of
its affiliates.
6. TERM AND EXERCISE OF OPTION
6.1. Term
The Option shall terminate and all rights to purchase the shares
thereunder shall cease upon the expiration of ten years after the Grant Date,
unless terminated earlier pursuant to another provision of this Stock Option
Agreement.
6.2. Option Period and Limitations on Exercise
The Optionee may exercise the Option (subject to the limitations on
exercise set forth in this Stock Option Agreement and in the Plan), to the
extent the Option is vested and has not terminated. Any limitation on the
exercise of an Option may be rescinded, modified or waived by the Committee, in
its sole discretion, at any time and from time to time after the Grant Date of
the Option, so as to accelerate the time at which the Option may be exercised.
If the Optionee terminates employment or other relationship with the Company by
reason of "permanent and total disability" (within the meaning of Section
22(e)(3) of the Code),
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the Option shall continue to vest, and shall be exercisable to the extent that
it is vested, for a period of one year after such termination of employment or
service, subject to earlier termination of the Option as provided in Section 6.1
above.
6.3. Limitations on Exercise of Option
Notwithstanding the foregoing Sections, in no event may the Option be
exercised: (i) in whole or in part, after ten years following the Grant Date, as
set forth in Section 1 above, (ii) following termination of employment or other
relationship for Cause (as defined below) or (iii) following termination of
employment or other relationship except as provided in Sections 7.1, 7.2, and
7.3 below. For purposes of this Stock Option Agreement, "Cause" means (i) gross
negligence or willful misconduct in connection with the performance of duties;
(ii) conviction of a criminal offense (other than minor traffic offenses); or
(iii) material breach of any term of any employment, consulting or other
services, confidentiality, intellectual property or non-competition agreements,
if any, between Optionee and the Company or any of its affiliates.
6.4. Method of Exercise
The Option may be exercised, to the extent it is exercisable, by the
Optionee's delivery to the Company of written notice of exercise on any business
day, at the Company's principal office, addressed to the attention of the
Committee. Such notice shall specify the number of shares of Stock with respect
to which the Option is being exercised and shall be accompanied by payment in
full of the Option Price of the shares for which the Option is being exercised.
The minimum number of shares of Stock with respect to which an Option may be
exercised, in whole or in part, at any time shall be the lesser of (i) 100
shares and (ii) the maximum number of shares available for purchase under the
Option at the time of exercise. Payment of the Option Price for the shares
purchased pursuant to the exercise of the Option shall be made in cash or in
cash equivalents. If the Stock is publicly traded, payment in full of the Option
Price need not accompany the written notice of exercise provided that the notice
of exercise directs that the certificate or certificates for the shares of Stock
for which the Option is exercised be delivered to a licensed broker acceptable
to the Company as the agent for the individual exercising the Option and, at the
time such certificate or certificates are delivered, the broker tenders to the
Company cash (or cash equivalents acceptable to the Company) equal to the Option
Price for the shares of Stock purchased pursuant to the exercise of the Option
plus the amount (if any) of federal and/or other taxes which the Company may in
its judgment, be required to withhold with respect to the exercise of the
Option. An attempt to exercise the Option other than as set forth above shall be
invalid and of no force and effect. An individual holding or exercising an
Option shall have none of the rights of a stockholder (for example, the right to
receive cash or dividend payments or distributions attributable to the subject
shares of Stock or to direct the voting of the subject shares of Stock ) until
the shares of Stock covered thereby are fully paid and issued to him. Except as
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provided in Section 10 hereof, no adjustment shall be made for dividends,
distributions or other rights for which the record date is prior to the date of
such issuance. Notwithstanding the foregoing, no Optionee who is an executive
officer or director of the Company may exercise the Option in a manner that
violates the policy adopted by the Board of Directors of the Company regarding
the cashless exercise of stock options.
7. TERMINATION OF THE SERVICE RELATIONSHIP
7.1. Termination of Employment or Other Relationship
Upon the termination of the Optionee's employment or other
relationship with the Company other than by reason of death or "permanent and
total disability" (within the meaning of Section 22(e)(3) of the Code), the
Option or portion thereof held by the Optionee that has not vested in accordance
with the provisions of Section 5 hereof shall terminate immediately, and,
subject to Section 6.3 above, any Option or portion thereof that has vested in
accordance with the provisions of Section 5 hereof but has not been exercised
shall terminate at the close of business on the 90th day following the
Optionee's termination of employment or other relationship (or, if such 90th day
is a Saturday, Sunday or holiday, at the close of business on the next preceding
day that is not a Saturday, Sunday or holiday), unless the Board of Directors of
the Company (the "Board"), in its discretion, extends the period during which
the Option may be exercised (which period may not be extended beyond the
original term of the Option). Upon termination of the Option or portion thereof,
the Optionee shall have no further right to purchase shares of Stock pursuant to
such Option or portion thereof. Whether a leave of absence or leave on military
or government service shall constitute a termination of employment or other
relationship for purposes of the Optionee shall be determined by the Board,
which determination shall be final and conclusive. For purposes of the Option, a
termination of employment, service or other relationship shall not be deemed to
occur if the Optionee is immediately thereafter employed with the Company or any
other Service Provider, or is engaged as a Service Provider or an Outside
Director of the Company. Whether a termination of a Service Provider's or an
Outside Director's relationship with the Company shall have occurred shall be
determined by the Committee, which determination shall be final and conclusive.
7.2. Rights in the Event of Death
If the Optionee dies while employed by, or in the service of, the
Company or any of its affiliates, the executors or administrators or legatees or
distributees of such Optionee's estate shall have the right at any time within
one year after the date of such Optionee's death, and prior to termination of
the Option pursuant to Section 6.1 above, to exercise, in whole or in part, any
Option held by
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such Optionee at the date of such Optionee's death, whether or not such Option
was exercisable immediately prior to such Optionee's death.
7.3. Rights in the Event of Disability
If the Optionee's employment or other relationship with the Company or
any of its affiliates is terminated by reason of the "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code) of the
Optionee, then such Optionee shall have the right, at any time within one year
after such termination of employment or other relationship and prior to
termination of the Option pursuant to Section 6.1 above, to exercise, in whole
or in part, the Option held by such Optionee at the date of such termination of
employment or other relationship, to the extent such Option is then exercisable.
Whether a termination of employment or other relationship is to be considered by
reason of "permanent and total disability" for purposes of this Stock Option
Agreement shall be determined by the Committee, which determination shall be
final and conclusive.
8. TRANSFERABILITY
8.1. General Rule
Except as provided in Section 8.2, during the lifetime of an Optionee,
only the Optionee (or, in the event of legal incapacity or incompetency, the
Optionee's guardian or legal representative) may exercise the Option. Except as
provided in Section 8.2, the Option shall not be assignable or transferable by
the Optionee, other than by will or the laws of descent and distribution.
8.2. Family Transfers.
An Optionee may transfer all or part of the Option to (i) any
Immediate Family Member, (ii) a trust or trusts for the exclusive benefit of any
Immediate Family Member, or (iii) a partnership in which Immediate Family
Members are the only partners, provided that (x) there may be no consideration
for any such transfer, and (y) subsequent transfers of the transferred Option
are prohibited except those in accordance with this Section 8.2 or by will or
the laws of descent and distribution. Following transfer, the Option shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for purposes of Section 8.2 hereof
the term "Optionee" shall be deemed to refer to the transferee. The events of
termination of the employment or other relationship of Section 7.1 hereof shall
continue to be applied with respect to the original Optionee, following which
the Option shall be exercisable by the transferee only to the extent and for the
periods specified in Sections 7.1, 7.2 or 7.3. "Immediate Family Members" means
the spouse, children and grandchildren of the Optionee.
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9. REQUIREMENTS OF LAW
The Company shall not be required to sell or issue any securities
under the Option if the sale or issuance of such securities would constitute a
violation by the Optionee, the individual exercising the Option, or the Company
of any provisions of any law or regulation of any governmental authority,
including without limitation any federal or state securities laws or
regulations. If at any time the Company shall determine, in its discretion, that
the listing, registration or qualification of any securities subject to the
Option upon any securities exchange or under any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, the issuance or
purchase of securities hereunder, the Option may not be exercised in whole or in
part unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Company, and any delay caused thereby shall in no way affect the date of
termination of the Option. Specifically in connection with the 1933 Act, upon
the exercise of the Option, unless a registration statement under such act is in
effect with respect to the securities covered by the Option, the Company shall
not be required to sell or issue such securities unless the Committee has
received evidence satisfactory to it that the holder of such Option may acquire
such securities pursuant to an exemption from registration under such act. Any
determination in this connection by the Committee shall be final, binding, and
conclusive. The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the 1933 Act. The Company shall not be
obligated to take any affirmative action in order to cause the exercise of the
Option or the issuance of securities pursuant thereto to comply with any law or
regulation of any governmental authority. As to any jurisdiction that expressly
imposes the requirement that the Option shall not be exercisable until the
securities covered by such Option are registered or are exempt from
registration, the exercise of such Option (under circumstances in which the laws
of such jurisdiction apply) shall be deemed conditioned upon the effectiveness
of such registration or the availability of such an exemption.
10. EFFECT OF CHANGES IN CAPITALIZATION
10.1. Changes in Stock
If the number of outstanding shares of Stock is increased or decreased
or the shares of Stock are changed into or exchanged for a different number or
kind of shares or other securities of the Company on account of any
recapitalization, reclassification, stock split, reverse split, combination of
shares, exchange of shares, stock dividend or other distribution payable in
capital stock, or other increase or decrease in such shares effected without
receipt of consideration by the Company, occurring after the date of grant of
the Option, the number and kind of shares of Stock for which the Option was
granted shall be adjusted
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proportionately and accordingly so that the proportionate interest of the
Optionee immediately following such event shall, to the extent practicable, be
the same as immediately before such event. Any such adjustment in the Option
shall not change the aggregate Option Price payable with respect to shares that
are subject to the unexercised portion of the Option but shall include a
corresponding proportionate adjustment in the Option Price per share.
10.2. Dissolution, Liquidation, Sale of Assets, Reorganization in Which the
Company Is Not the Surviving Entity, Etc.
Subject to Section 10.3 hereof, if the Company shall be the surviving
entity in any reorganization, merger, or consolidation of the Company with one
or more other entities in which no Change of Control occurs, the Option shall
pertain to and apply to the securities to which the Optionee would have been
entitled immediately following such reorganization, merger, or consolidation,
with a corresponding proportionate adjustment of the Option Price per share so
that the aggregate Option Price thereafter shall be the same as the aggregate
Option Price of the shares remaining subject to the Option immediately prior to
such reorganization, merger, or consolidation. "Change of Control" means (i) the
dissolution or liquidation of the Company or a merger, consolidation, or
reorganization of the Company with one or more other entities in which the
Company is not the surviving entity, (ii) a sale of substantially all of the
assets of the Company to another entity, or (iii) any transaction (including
without limitation a merger or reorganization in which the Company is the
surviving entity) which results in any person or entity (other than persons who
are stockholders or affiliates of the Company at the time the Plan is approved
by the Company's stockholders) owning 50% or more of the combined voting power
of all classes of stock of the Company.
10.3. Reorganization, Sale of Assets or Sale of Stock Which Involves a
Change of Control.
Subject to the exceptions set forth in the last sentence of this
Section 10.3 (i) upon the occurrence of a Change of Control, fifteen days prior
to the scheduled consummation of a Change of Control, the Option shall become
immediately exercisable to the extent not previously exercisable and shall
remain exercisable for a period of fifteen days. Any exercise of an Option
during such fifteen-day period shall be conditioned upon the consummation of the
event and shall be effective only immediately before the consummation of the
event. Upon consummation of any Change of Control, the Option, to the extent not
exercised, shall terminate. The Board shall send written notice of an event that
will result in such a termination to the Optionee not later than the time at
which the Company gives notice thereof to its stockholders. Neither Section 10.2
nor this Section 10.3
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shall apply to any Change of Control to the extent that (A) provision is made in
writing in connection with such Change of Control for the assumption of the
Option, or the substitution for such Option of new options covering the stock of
a successor entity, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kinds of shares and exercise prices, in which
event the Option shall continue in the manner and under the terms so provided or
(B) a majority of the full Board determines that such Change of Control shall
not trigger application of the provisions of Section 10.2 or this Section 10.3.
10.4. Adjustments
Adjustments under this Section 10 related to stock or securities of
the Company shall be made by the Board, whose determination in that respect
shall be final, binding, and conclusive. No fractional shares of Stock or units
of other securities shall be issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be eliminated in each case by
rounding downward to the nearest whole share or unit.
10.5. No Limitations on Company
The grant of the Option shall not affect or limit in any way the right
or power of the Company to make adjustments, reclassifications, reorganizations,
or changes of its capital or business structure or to merge, consolidate,
dissolve, or liquidate, or to sell or transfer all or any part of its business
or assets.
11. DISCLAIMER OF RIGHTS
No provision in the Plan or in the Stock Option Agreement shall be
construed to confer upon any individual the right to remain in the employ or
service of the Company or any affiliate, or to interfere in any way with any
contractual or other right or authority of the Company or Service Provider
either to increase or decrease the compensation or other payments to any
individual at any time, or to terminate any employment or other relationship
between any individual and the Company. In addition, notwithstanding anything
contained in the Plan to the contrary, the Option shall not be affected by any
change of duties or position of the Optionee, so long as the Optionee continues
to be a director, officer, consultant or employee of the Company. The obligation
of the Company to pay any benefits pursuant to this Stock Option Agreement shall
be interpreted as a contractual obligation to pay only those amounts described
herein, in the manner and under the conditions prescribed herein. The Plan and
the Stock Option Agreement shall in no way be interpreted to require the Company
to transfer any amounts to a third party trustee or otherwise hold any amounts
in trust or escrow for payment to any participant or beneficiary under the terms
of the Plan. The Optionee shall not have any of the rights of a stockholder with
respect to the shares of Stock subject to an
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Option except to the extent the certificates for such shares of Stock shall have
been issued upon the exercise of the Option.
12. FORFEITURE OF RIGHTS
The Company at any time shall have the right to cause a forfeiture of
the rights of the Optionee on account of the Optionee taking actions in
competition with the Company. Unless otherwise specified in an employment or
other agreement between the Company and the Optionee, the Optionee takes actions
in competition with the Company if he or she directly or indirectly owns any
interest in, operates, joins, controls or participates as a partner, director,
principal, officer, or agent of, enters into the employment of, acts as a
consultant to, or performs any services for, any entity which has material
operations which compete with any business in which the Company or any of its
Subsidiaries is engaged during the Optionee's employment or other relationship
with the Company or any of its affiliates or at the time of the Optionee's
termination of employment or other relationship.
13. CAPTIONS
The use of captions in this Stock Option Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of such Stock Option Agreement.
14. WITHHOLDING OF TAXES
The Company or a Subsidiary, as the case may be, shall have the right
to deduct from payments of any kind otherwise due to the Optionee any Federal,
state, or local taxes of any kind required by law to be withheld upon the
issuance of any shares of Stock upon the exercise of the Option. At the time of
such exercise, the Optionee shall pay to the Company or the Subsidiary, as the
case may be, any amount that the Company or the Subsidiary may reasonably
determine to be necessary to satisfy such withholding obligation. Subject to the
prior approval of the Company or the Subsidiary, which may be withheld by the
Company or the Subsidiary, as the case may be, in its sole discretion, the
Optionee may elect to satisfy such obligations, in whole or in part, (i) by
causing the Company or the Subsidiary to withhold shares of Stock otherwise
issuable to the Optionee or (ii) by delivering to the Company or the Subsidiary
shares of Stock already owned by the Optionee. The shares of Stock so delivered
or withheld shall have an aggregate Fair Market Value equal to such withholding
obligations. The Fair Market Value of the shares of Stock used to satisfy such
withholding obligation shall be determined by the Company or the Subsidiary as
of the date that the amount of tax to be withheld is to be determined. The
Optionee who has made an election pursuant to this Section 14 may satisfy his or
her withholding obligation only with shares of Stock
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that are not subject to any repurchase, forfeiture, unfulfilled vesting, or
other similar requirements.
15. SEVERABILITY
If any provision of the Plan or this Stock Option Agreement shall be
determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions thereof and hereof shall be severable and
enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.
16. INTERPRETATION OF THIS STOCK OPTION AGREEMENT
All decisions and interpretations made by the Company or the Committee
with regard to any question arising under the Plan or this Stock Option
Agreement shall be final, binding and conclusive on the Company and the Optionee
and any other person entitled to exercise the Option as provided for herein.
17. GOVERNING LAW
The validity and construction of this Stock Option Agreement shall be
governed by the laws of the State of Delaware but not including the choice of
law rules thereof.
18. BINDING EFFECT
Subject to all restrictions provided for in this Stock Option
Agreement, the Plan and by applicable law limiting assignment and transfer of
this Stock Option Agreement and the Option provided for herein, this Stock
Option Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, executors, administrators, successors, and
assigns.
19. NOTICE
All notices or other communications which may be or are required to be
given by any party to any other party pursuant to this Stock Option Agreement
shall be in writing and shall be mailed by first-class, registered or certified
mail, return receipt requested, postage prepaid, or transmitted by hand delivery
or telecopier (fax), addressed as follows:
If to the Company:
Global Imaging Systems, Inc.
PO Box 273478
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Tampa, Florida 33688-3478
Attention: Xxxxxxx Xxxxxxxxx
Telecopy: (000) 000-0000
If to Optionee:
At the address set forth below under Optionee's name at the
foot of this Agreement.
Each party may designate by notice in writing a new address to which any notice
or other communication may thereafter be so given. Each notice or other
communication which shall be mailed, delivered or transmitted in the manner
described above, shall be deemed sufficiently given for all purposes at such
time as it is delivered to the addressee with the return receipt, the delivery
receipt, the affidavit of personal courier or, with respect to a telecopy, upon
acknowledgment of receipt thereof and in all cases at such time as delivery is
refused by the addressee upon presentation.
20. ENTIRE AGREEMENT
This Stock Option Agreement and the Plan together constitute the
entire agreement between the parties hereto with respect to the subject matter
hereof. Neither this Stock Option Agreement nor any term hereof may be amended,
waived, discharged or terminated except by a written instrument signed by the
Company and the Optionee; provided, however, that the Company unilaterally may
waive any provision hereof in writing to the extent that such waiver does not
adversely affect the interests of the Optionee hereunder, but no such waiver
shall operate as or be construed to be a subsequent waiver of the same provision
or a waiver of any other provision hereof.
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IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Stock Option Agreement, or caused this Stock Option Agreement to
be duly executed and delivered in their name and on their behalf, as of the day
and year first above written.
GLOBAL IMAGING SYSTEMS, INC.
By:
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Xxxxxx X. Xxxxxxx
President
OPTIONEE:
By:
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Print name:
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ADDRESS FOR NOTICE TO
OPTIONEE:
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Exhibit A:
Global Imaging Systems, Inc. 1998 Stock Option and Incentive Plan
See Attached
