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EXHIBIT 10.8
NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE
MIGRATEC, INC.
LONG-TERM INCENTIVE PLAN
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made as
of the date of grant listed on Exhibit A attached hereto (the "Date of Grant"),
between MIGRATEC, INC., a Florida corporation (together with its predecessors,
successors and assigns, the "Company"), and __________ (the "Optionee"). All
capitalized terms not otherwise defined herein shall have the meaning set forth
in the MigraTEC, Inc. Long-Term Incentive Plan, dated January 31, 2000 (the
"Plan").
W I T N E S S E T H:
WHEREAS, the Company desires to carry out the purposes of the Plan by
affording Optionee the opportunity to purchase shares of the Company's common
stock, no par value per share (the "Common Stock");
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree as
follows:
1.1 Grant of Option. The Company hereby grants to Optionee the right
and option (the "Option") to purchase the number of shares of Common Stock set
forth on Exhibit A attached hereto (the "Shares"), such Shares being subject to
adjustment as provided in Paragraph 6 herein set forth. The Option is a
"nonqualified stock option" and is not intended to constitute an "incentive
stock option" under the provisions of section 422 of the Internal Revenue Code
of 1986, as amended.
2.1 Purchase Price. The purchase price of the Shares shall be as set
forth on Exhibit A attached hereto.
3.1 Exercise of Option. Unless expired as provided in Paragraph 5
below, this Option may be exercised from time to time after the Date of Grant to
the extent of Shares that have vested in accordance with the vesting schedule
set forth on Exhibit A attached hereto. The Optionee's right to exercise the
Option accrues only to the extent that the Optionee remains in the service of
the Company.
4.1 Manner of Exercise, Payment of Purchase Price.
(a) Subject to the terms and conditions of this Agreement, the
Option shall be exercised by written notice to the Company at its
principal office. Such notice shall state the election to exercise
the Option and specify the number of Shares to be purchased. Such
notice of exercise shall be signed by the Optionee and shall be
irrevocable when given.
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(b) The purchase price for the Shares to be purchased shall be
made within five (5) business days following the date of delivery
of the note of exercise. The purchase price may be paid (i) in
cash or by certified check or bank check, (ii) with the consent of
the Committee, by delivery of a promissory note in favor of the
Company upon such terms and conditions as determined by the
Committee, (iii) with the consent of the Committee, by tendering
previously acquired Shares (valued at their Fair Market Value, as
determined by the Committee as of the date of tender), or (iv)
with the consent of the Committee, any combination of (i), (ii)
and (iii). In the event Optionee wishes to pay all or any portion
of the purchase price by any of the methods set forth in (ii),
(iii) or (iv) of the preceding sentence, Optionee shall, not less
than fourteen (14) days prior to the date of exercise, give
written notice to the Secretary of the Company requesting approval
of such payment method, setting forth the particulars of the
proposed payment method. The Committee shall approve, disapprove
or modify (to the extent consistent with the above options) the
proposed payment method within fourteen (14) days of its receipt
of the request.
(c) Upon receipt of the purchase price, and subject to the
terms of Paragraph 9 and the Optionee's designation, the
certificate or certificates representing the Shares purchased
shall be registered in the name of the entity, person or persons
so exercising the Option. If the Option shall be exercised by
Optionee and, if Optionee shall so request in the notice
exercising the Option, the Shares shall be registered in the name
of Optionee or its designee(s), and shall be delivered as provided
above to or upon the written order of the person or persons
exercising the Option. All Shares that shall be purchased upon the
exercise of the Option as provided herein shall be fully paid and
nonassessable.
5.1 Expiration of Option. The Option shall expire and become null and
void upon the first to occur of the following: (a) the expiration of 90 (ninety)
days (if the Optionee is a non-director employee or consultant of the Company)
or one year (if the Optionee is a director of the Company) after the service of
the Optionee to the Company is terminated for any reason other than termination
due to death or Disability; (b) a period of one year shall have elapsed since
Optionee's death or the date of termination of Optionee's service by reason of
Optionee's Disability; or (c) upon the expiration date as set forth on Exhibit A
attached hereto.
6.1 Adjustments of Shares Subject to Option. The Shares subject to the
Option shall be adjusted from time to time as set forth in Sections 7.9 and 7.10
of the Plan. The determination of any such adjustment by the Committee shall be
final, binding and conclusive.
7.1 No Contract. This Agreement does not constitute a contract for
employment or service with the Company and shall not affect the right of the
Company to terminate Optionee's service for any reason or no reason whatsoever.
8.1 Rights as Shareholder. This Option shall not entitle Optionee to
any rights of a shareholder of the Company or to any notice of proceedings of
the Company with respect to any Shares issuable upon exercise of this Option
unless and until the Option has been exercised for such Shares and such Shares
have been registered in the Optionee's name upon the stock records of the
Company.
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9.1 Restriction on Issuance of Shares. The Company shall not be
required to issue or deliver any certificates for Shares purchased upon the
exercise of an Option prior to: (i) the obtaining of any approval from any
governmental agency which the Company shall, in its sole discretion, determine
to be necessary or advisable; (ii) the completion of any registration or other
qualification of such Shares under any state or federal law or ruling or
regulation of any governmental body which the Company shall, in its sole
discretion, determine to be necessary or advisable; and (iii) the determination
by the Committee that Optionee has tendered to the Company any federal, state or
local tax owed by Optionee as a result of exercising the Option when the Company
has a legal liability to satisfy such tax. In addition, if the Common Stock
reserved for issuance upon the exercise of Options shall not then be registered
under the Securities Act of 1933, as amended (the "Securities Act"), the Company
may upon Optionee's exercise of an Option, require Optionee or its permitted
transferee to represent in writing that the Shares being acquired are for
investment and not with a view to distribution, and may xxxx the certificate for
the Shares with a legend restricting transfer and may issue stop transfer orders
relating to such certificate to the Company's transfer agent (if applicable).
10.1 Restriction on Sale of Shares. The Shares purchased pursuant to an
exercise of an Option may not be transferred, assigned, encumbered, sold or
otherwise made the subject of disposition, unless at the time of such
disposition such Shares are registered by an effective registration statement
under the Securities Act, or if not registered, exempt from registration as
stated in an opinion of counsel reasonably satisfactory to the Company.
11.1 Lapse of Option. This Agreement shall be null and void in the
event Optionee shall fail to sign and return a counterpart hereof to the Company
within thirty (30) days of its delivery to Optionee.
12.1 Binding Effect. This Agreement shall be binding upon the assigns,
heirs, executors, administrators, and successors of the parties hereto.
13.1 Governing Instrument and Entire Agreement. This Option and any
Shares issued hereunder shall in all respects be governed by the terms and
provisions of the Plan. In the event of a conflict between the terms of this
Agreement and the terms of the Plan (a copy of which is attached), the terms of
the Plan shall control. There are no oral agreements between the parties
relating to the subject matter hereof, and this Agreement and the terms of the
Plan constitute the entire agreement of the parties with respect to the subject
matter hereof. This Agreement may not be amended except by written agreement
executed by the Company and Optionee.
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IN WITNESS WHEREOF, the undersigned officer has executed this Agreement
on behalf of the Company to be effective as of the date first above written.
COMPANY:
MIGRATEC, INC.
By:
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Name:
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Title:
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OPTIONEE:
By:
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Printed Name:
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Date:
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EXHIBIT A
TO
NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE
MIGRATEC, INC. LONG-TERM INCENTIVE PLAN
Name of Optionee:
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Date of Grant:
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Number of Shares
Underlying Option:
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Purchase Price: $ per share
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Expiration Date:
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Vesting Schedule:
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