Exhibit 10.53
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 Xxxx Xxxxx (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 200,000 shares ("Shares") of 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 $9.75 for each
Share.
(b) Date of Grant. This Option is granted as of October 7,
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 be exercisable in whole or in part
according to the provisions of the Plan as follows:
(1) 50,000 Shares after October 7, 2001;
(2) 50,000 Shares after October 7, 2002;
(3) 50,000 Shares after October 7, 2003;
(4) 50,000 Shares after October 7, 2004.
(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 the
Corporation issues a Cancellation Notice (as defined
in Section 3(b) hereof) with respect to a
transaction, and such transaction is consummated.
3. Expiration. (a) The Option shall not be exercisable after
the Corporation's close of business on the last business day that
occurs prior to the Expiration Date. The "Expiration Date" shall be
earliest to occur of:
(i) the 10-year anniversary of the Date of Grant;
(ii) if the Participant's Date of Termination occurs by
reason of death, Disability or Retirement, the
one-year anniversary of such Date of Termination;
(iii) if the Participant's Date of Termination occurs by
reason, in whole or in material part, for Cause, on
such Date of Termination; or
(iv) if the Participant's Date of Termination occurs for
reasons other than death, Disability, Cause or
Retirement, 90 days after such Date of Termination.
(b) The Corporation in its sole discretion may, be giving written
notice (a "Cancellation Notice") to the Participant prior to the consummation of
any of the transaction described in Section 3(b)(i) or 3(b)(ii) below, 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.
(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 stockholders of the Corporation immediately
before such transaction cease to own at least 51% of (x) 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. 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.
5. 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.
6. 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.
7. 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.
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 he or she
is acquiring the Shares to be issued to him or her 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 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.
11. Administration. The Plan and this Option shall be administered by
the Committee as provided for and described in the Plan.
AUTHORISZOR INC.
By: /s/ Xxxxxx Cussons
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Name: Xxxxxx Cussons
Title: Chief Financial Officer
Participant acknowledges receipt of a copy of the Plan, and represents
that Participant is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all the terms and provisions of the Plan.
Participant hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee (as defined in the Plan) upon any
questions arising under the Plan.
/s/ Xxxx Xxxxx
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Xxxx Xxxxx
