EXHIBIT 10.(h)
CAM COMMERCE SOLUTIONS, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
NONSTATUTORY STOCK OPTION AGREEMENT, effective as of "grant date" (the
"Effective Date"), between CAM Commerce Solutions, Inc., a Delaware corporation
(the "Company") and an employee of the Company (the "Optionee").
RECITALS:
WHEREAS, Optionee continues to perform services requested by and
on behalf of the Company (the "Relationship"); and
WHEREAS, the Company desires, by affording the Optionee an
opportunity to purchase shares of Common Stock of the Company (hereinafter
called "Common Stock"), as hereinafter provided, to carry out the purpose of the
Company's 2000 Stock Option Plan (the "Plan");
NOW, THEREFORE, In consideration of the mutual covenants
hereinafter set forth, and for other good and valuable consideration, the
parties hereto have agreed, and do hereby agree, as follows:
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1. Grant of Option. The Company hereby irrevocably grants to the Optionee the
right and option (hereinafter called the "Option") to purchase all or any
part of an aggregate of SHARES of Common Stock (such number
being subject to adjustment as provided in Article 7 hereof) on the terms
and conditions herein set forth. The Optionee acknowledges that the Option
is NOT an "incentive option" within the meaning of an "incentive stock
option plan" and Section 422A of the Code, as amended, and that it is
being granted pursuant to the Plan.
2. Purchase Price. The purchase price of the shares of Common Stock covered
by the Option shall be $(PRICE) per share, representing one hundred
percent (100%) of the fair market value of the shares of Common Stock as
determined pursuant to Article 5.2 of the Plan as of the Effective Date
hereof.
3. Terms of Option. The term of the Option shall commence one year from the
Effective Date shown in the first paragraph of this Agreement, and all
rights to purchase shares of Common Stock hereunder shall cease at 11:59
p.m. on the day before the tenth (10th) anniversary of the Effective Date,
subject to earlier termination as provided in Article 5 herein. The Option
is exercisable to the extent set forth on Schedule A, attached hereto,
subject further to the conditions set forth in Article 5 herein.
3.1 Payment. The purchase price of the shares of Common Stock as to which the
Option shall be exercised shall be paid in full at the time of exercise in
cash or by certified check or by bank draft in accordance with Paragraph 8
of the Plan.
4. Non-transferability. The Option shall not be transferable, otherwise than
by will or the laws of descent and distribution.
5. Termination of Relationship.
(a) If the Optionee's service with the Corporation terminates for any
reason other than death or disability, an Optionee who has been
continually employed by the Company for a period of twelve (12) full
calendar months following the grant of the Option may exercise the
Option (to the extent it has not previously been exercised and is
then exercisable) within the period of three (3) consecutive months
commencing immediately following the date of such termination.
(b) In the event that the Optionee shall die or become disabled during
the term of his Relationship with the Company or it s subsidiaries
and the Optionee shall not have fully exercised this Option, this
Option shall be exercisable at any time within one (1) year after
the Optionee's death or disability (by the Optionee or the personal
representative of a deceased Optionee", subject to the conditions of
Article 7 of the Plan.
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6. Change in Control. Anything to the contrary in the Plan notwithstanding,
in the event of a "Change in Control" of the Company as defined in
Paragraph 10 of the Plan, an Option that shall not have expired shall
become immediately exercisable in full per Paragraph 10 of the Plan.
7. Adjustment. The number of shares of Common Stock covered by this Option
and the price per share thereof shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock of the
Company resulting from a subdivision or consolidation of shares or the
payment of a stock dividend affected without receipt of consideration by
the Company, or from any merger, consolidation, dissolution or liquidation
involving the Company, subject to all the conditions specified in the
Plan.
8. Method Exercising Option. Subject to the terms and conditions of this
Option Agreement, this Option may be exercised by written notice to the
Company at its principal office, which presently is located at 00000
Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx, XX 00000. Such notice shall state the
election to exercise the Option and the number of shares of Common Stock
in respect to which it is being exercised and shall be signed by the
person or persons so exercising the Option. Such notice shall be
accompanied by payment in accordance with the terms hereof, and the
Company shall deliver a certificate or certificates representing the
shares of Common Stock subject to such exercise as soon as practicable
after the notice shall be received. The certificate or certificates for
the shares of Common Stock as to which the Option shall have been so
exercised shall be registered in the name of the person or persons so
exercising the Option and shall be delivered as provided above to or upon
written order of the person or persons exercising the Option. In the event
the Option shall be exercised by any person or persons other than the
Optionee, in accordance with terms hereof, such notice shall be
accompanied by appropriate proof of the right of such person or persons to
exercise the Option. All shares of Common Stock that shall be purchased
upon the exercise of the Option as provided herein shall be fully paid and
nonassessable.
9. Rights as a Shareholder. The holder of this Option shall not be entitled
to the privileges of share ownership as to any shares of Common stock not
actually issued and delivered.
10. No Agreement to Employ. Nothing in this Agreement shall be construed to
constitute or be evidence of any agreement or understanding, express or
implied, on the part of the Company to employ or retain Optionee for any
specific period of time.
11. General. The Company shall at all times during the terms of this Option
reserve and keep available such number of shares of Common Stock as will
be sufficient to satisfy the requirements of this Option Agreement, shall
pay all original issue and transfer taxes with respect to the issue and
transfer of shares of Common Stock pursuant thereto and all other fees and
expenses necessarily incurred by the Company in connection therewith, and
will from time
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to time use its best efforts to comply with all laws and regulations,
which, in the opinion of counsel for the Company, shall be applicable
thereto.
12. Withholding Taxes. If the Optionee is an employee or former employee of
the Company when all or part of the option is exercised, the Company may
require the Optionee to deliver payment of any withholding taxes (in
addition to the Option exercise price) in cash with respect to the
difference between the Option exercise price and the fair market value of
the Stock acquired upon exercise.
13. Interpretation. The interpretation, construction, performance and
enforcement of this Agreement and of the Plan shall lie within the sole
discretion of the Board of Directors, and the Board's determinations shall
be conclusive and binding on all interested persons.
14. Governing Law. This agreement has been made executed and delivered in, and
the interpretation, performance and enforcement hereof shall be governed
by and construed under the laws of the State of California.
The Company has caused this Option Agreement to be duly executed by its officers
thereunto duly authorized, and the Optionee has hereunto signed, all as of the
date and year written above.
BY:____________________________
Xxxx Xxxxxxx, Chief Financial Officer
CAM COMMERCE SOLUTIONS, Inc.
Optionee:________________________
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SCHEDULE A
TIME ELAPSED SINCE PERCENTAGE OF OPTION
EFFECTIVE DATE OF OPTION WHICH MAY BE EXERCISED
One year 28%
One year plus one month 30%
One year plus two months 32%
One year plus three months 34%
One year plus four months 36%
One year plus five months 38%
One year plus six months 40%
One year plus seven months 42%
One year plus eight months 44%
One year plus nine months 46%
One year plus ten months 48%
One year plus eleven months 50%
Two years 52%
Two years plus one month 54%
Two years plus two months 56%
Two years plus three months 58%
Two years plus four months 60%
Two years plus five months 62%
Two years plus six months 64%
Two years plus seven months 66%
Two years plus eight months 68%
Two years plus nine months 70%
Two years plus ten months 72%
Two years plus eleven months 74%
Three years 76%
Three years plus one month 78%
Three years plus two months 80%
Three years plus three months 82%
Three years plus four months 84%
Three years plus five months 86%
Three years plus six months 88%
Three years plus seven months 90%
Three years plus eight months 92%
Three years plus nine months 94%
Three years plus ten months 96%
Three years plus eleven months 98%
Four years 100%
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