EXHIBIT 10.61
FORM OF 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 EFR, LLC (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 terms of 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 100,002 shares ("Shares") of the common stock, par value $0.01 per
share, of the Corporation, is hereby granted to the Participant at the 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.
(a) Exercise Price. The "Exercise Price" is $7.75 for each Share.
(b) Date of Grant. This Option is granted as of July 21, 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.
(i) the Option shall vest in whole or in part according to the
provisions of the Plan as follows:
(1) 16,667 Shares after August 21, 2000;
(2) 16,667 Shares after September 21, 2000;
(3) 16,667 Shares after October 21, 2000;
(4) 16,667 Shares after November 21, 2000;
(5) 16,667 Shares after December 21, 2000
(6) 16,667 Shares after January 21, 2001;
provided, however, that the Options shall not be exercisable by Participant
until June 20, 2001.
(ii) Notwithstanding the foregoing provisions of this Section
2, the Option shall become exercisable with respect to all of the
Shares (to the extent it is not then otherwise exercisable) in the
event of the consummation of any of the following transactions:
(x) The Corporation has a change of ownership of more
than 50% in a single transaction or a series of transactions;
or
(y) A sale, exchange or other disposition of all or
substantially all of the property and assets of the
Corporation to an unaffiliated third party.
3. Term of Option. The unexercised portion of this Option may be
exercised after June 20, 2004 and is subject to earlier termination as provided
in Section 4.
4. Termination of Option Period. 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 2(d)(ii)
above cancel, effective upon the date of the consummation of any of 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.
5. Method of Exercise. This Option shall be exercisable by a written
notice delivered to the Corporation that shall:
(a) state the election to exercise the Option and the number
of Shares in respect of which it is being exercised; and
(b) be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person or
persons other than the Participant, be accompanied by proof,
satisfactory to the Corporation, of the right of such person or persons
to exercise the Option.
6. 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.
7. 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.
8. 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 it is
acquiring the Shares to be issued to it 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.
9. 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.
10. Transferability of Option. The Option is not transferable.
11. 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.
EFR, LLC
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx,
President, Chief Executive Officer
and Member
AUTHORISZOR INC.
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: Xxxx Xxxxx
Title: Chief Executive Officer and
President
