EXHIBIT 99.3
FORM OF STOCK OPTION AGREEMENT USED IN CONNECTION WITH OPTIONS GRANTED TO
CERTAIN INDIVIDUALS PURSUANT TO A WRITTEN
COMPENSATION AGREEMENT.
NEITHER THIS OPTION NOR THE SHARES WHICH MAY BE PURCHASED HEREBY HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACT AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER.
THIS OPTION AND THE SHARES WHICH MAY BE PURCHASED HEREBY ARE HELD SUBJECT TO THE
TERMS, COVENANTS AND CONDITIONS OF A SHAREHOLDERS' AGREEMENT DATED AS OF APRIL
30, 1998 BY AND AMONG THE COMPANY, THE CURRENT HOLDERS (AS DEFINED IN SUCH
AGREEMENT), AND THE CLASS B HOLDERS AS DEFINED IN SUCH AGREEMENT, AND MAY NOT BE
TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS
THEREOF.
RAVISENT TECHNOLOGIES INC. (FORMERLY QUADRANT INTERNATIONAL, INC.)
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STOCK OPTION AGREEMENT
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THIS STOCK OPTION AGREEMENT (the "Option") is granted this 30th day of
April, 1998 by Quadrant International, Inc. a Pennsylvania corporation (the
"Company"), to [*Name of Optionee*] (the "Optionee").
WITNESSETH:
1. GRANT
The company hereby grants to the Optionee an Option to purchase on the
terms and conditions hereinafter set forth all or any part of an aggregate of
[*No. of shares*] shares of the Company's Common Stock, par value $0.01 per
share (the "Option Shares"), at the purchase price of $0.25 per share (the
"Option Price"). This Option is granted pursuant to the terms of a Appendix to
Sales Agreement Concerning Shares dated as of January 16, 1998 between the
Company, Erste CINCO Vermogensverwaltungs GmbH and Xxxxxx Xxxxxxx, Xxxxxxx Xxxxx
and Xxxx Xxxxxxxxxx.
2. TERM
(a) General Rule.
The option granted hereunder shall be exercisable in installments,
with each installment first exercisable on the exercise date set forth in the
chart below for the number of Option Shares set forth across from such exercise
date. The Option granted hereunder shall terminate in all events at 5:00 p.m.
eastern standard time five (5) years from the date hereof, unless sooner
terminated under subsection 2(b) below.
Exercise Date Percent of Option Shares
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April 30, 1999 25%
April 30, 2000 25%
April 30, 2001 25%
April 30, 2002 25%
Any installment may be exercised in whole or in part, except that this
Option may in no event be exercised with respect to fractional shares.
(b) Early Termination of Options.
Notwithstanding the provision of subsection 2(a), the right to
exercise this Option shall terminate upon the first to occur of the following:
(1) Expiration of three months from the date the Optionee's
employment or service with the Company or any Corporation which is a parent
corporation or a subsidiary corporation with respect to the Company within the
meaning of Section 424(e) of (f) of the Code (an "Affiliate") terminates for any
reason other than Disability (as defined in Section 22 (e) (3) of the Code) or
death;
(2) Expiration of one year from the date such employment or service
with the Company or its Affiliates terminates due to the Optionee's Disability
or death.
(3) The date that the employment or service of the Optionee
terminates for cause, as determined by the Committee (as defined below), which
shall include, without limitation, a determination that the Optionee has
breached his or her employment or service contract with the Company or an
Affiliate, or has been engaged in disloyalty to the Company or an Affiliate, or
has been engaged in disloyalty to the Company or an Affiliate, including,
without limitation, fraud, embezzlement, theft, commission of a felony or proven
dishonesty in the course of his or her employment or service, or has disclosed
trade secrets or confidential information of the Company or an Affiliate (in
such event, in addition to immediate termination of the Option, the Optionee
shall automatically forfeit all Option Shares for which the Company has not yet
delivered the share certificates upon refund by the Company of the Option Price,
and notwithstanding anything herein to the contrary, the Company may withhold
delivery of share certificates pending the resolution of any inquiry that could
lead to a finding resulting in a forfeiture); or
(4) The date, if any, set by the Board of Directors as an accelerated
expiration date in the event of the liquidation or dissolution of the Company or
on the occurrence of a Change of Control (as defined in Section 6).
In the event that the right to exercise this Option terminates
pursuant to either 2(b)(1) or 2(b)(2), this Option may be exercised
during the three-month or one-year period, as the case may be,
following the termination of employment or service only with
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respect to the number of Option Shares as to which this Option was
exercisable on the date of such termination of employment or service.
Following such termination of employment or service, this Option may
not covered by this Option, even though all or a portion of such
additional Option Shares would have become exercisable if the Optionee
were still employed or rendering services during such three-month or
one-year period.
The Board of Directors, in its administrative capacity with respect to
this Option and/or executive compensation, or, if so designated, any committee
designated by the Board of Directors to administer executive compensation with
respect to persons including the Optionee is referred to in this Option as the
"Committee."
3. TRANSFERS.
This option is not transferable by the Optionee otherwise that by will
or pursuant to the laws of descent and distribution in the event of the
Optionee's death (in which event that Option may be exercised by the heirs or
legal representatives of the Optionee, or pursuant to a Qualified Domestic
Relations Order. The Option may be exercised during the lifetime of the
Optionee only by the Optionee. Any attempt at assignment, transfer, pledge or
disposition of the Option contrary to the provisions hereof or the levy of any
execution, attachment or similar process upon the Option other than as expressly
permitted in this Section 3 shall be null and void and without effect. Any
exercise of the Option by a person other than the Optionee shall be accompanied
by appropriate proofs of the right of such person to exercise the Option.
4. METHOD OF EXERCISE AND PAYMENT.
(a) When exercisable under Section 2, the Option may be exercised by
written notice to the Company's Treasurer specifying the number of Option Shares
to be purchased and, unless the Option Shares are covered by a then current
registration statement or a Notification under Regulation A under the Securities
Act of 1933 (the "Act"), containing the Optionee's acknowledgement, in the form
and substance satisfactory to the Company, that the Optionee (a) is purchasing
such Option Shares for investment and not for distribution or resale (other than
a distribution or resale which, in the opinion of counsel satisfactory to the
Company, may be made without violating the registration provisions of the Act),
(b) has been advised and understand that (i) the Option Shares have not been
registered under the Act and are "restricted securities" within the meaning of
Rule 144 under the Act and are subject to restrictions on transfer and (ii) the
Company is under no obligation to register the Option Shares under the Act or to
take any action which would make available to the Optionee any exemption from
such registration, (c) has been advised and understands that such Option Shares
may not be transferred without compliance with all applicable United State
federal and state securities laws, and (d) has been advised and understands that
an appropriate legend referring to the restrictions contained in this Option may
be endorsed on the certificate. The notice shall be accompanied by payment of
the aggregate Option Price of the Option Shares being purchased and nay
additional amount which the Optionee is required to pay to the Company pursuant
to the provision of Section 11 hereof (a) in cash, (b) by certified or cashier's
check payable to the order of the Company, or (c) by such other mode of payment
as the Committee may approve. Such exercise shall be effective upon the actual
receipt by the Company's Treasurer of such written notice and payment.
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5. ADJUSTMENTS ON CHANGES IN CAPITALIZATION.
(a) In the event that, prior to delivery by the Company of all of the
Option Shares, the number of outstanding shares of the Company's Common Stock
are change by the reason of a reorganization, merger, consolidation,
recapitalization, reclassification, stock split, combination or exchange of
shares and the like or dividends payable in shares of the company's common
Stock, an equitable adjustment shall be made by the Committee in the aggregate
number of Option Shares an din the Option Price. Unless the Committee makes
other provisions for the equitable settlement of outstanding options, if the
Company shall be reorganized, consolidated, or merged with another corporation,
or if all substantially all of the assets of the Company shall be sold or
exchanged, the Optionee shall [(if and only if the Option does not become
immediately exercisable under Section 60] at the time of issuance of the stock
under such corporate event be entitled to receive upon the exercise of this
Option the same number and kind of shares of stock or the same amount of
property, cash or securities as he or she would have been entitled to receive
upon the occurrence of any such corporate event as if he or she had been,
immediately prior to such event, the holder of the Option Shares.
(b) Any adjustment under this Section 5 in the number of Option
Shares shall apply proportionately to only the unexercised portion of this
Option. If fractions of an Option Share would result from any such adjustment,
the adjustment shall be revised to the next lower whole number of Option Shares.
(c) The Committee shall authority to determine the adjustments to be
made under this Section, and any such determination by the Committee shall be
final, binding and conclusive.
(d) Notwithstanding the foregoing, no adjustment shall be made as a
result of the issuance of the Company's Common Stock upon the conversion of
other securities of the Company that are convertible into such Common Stock.
6. CHANGE OF CONTROL.
Notwithstanding anything to the contrary herein, if the Optionee is
then an employee of, member of the Board of Directors of, or consultant or
advisor to, the Company, upon a Change of Control (as defined below), all
Option Shares then subject to this Option shall automatically become exercisable
as the date of the Change in Control.
A "Change in Control" shall be deemed to have occurred upon the
earliest to occur of the following events: (i) the date of the shareholders of
the Company (or the Board of Directors, if shareholder action is not required)
approve a plan or other arrangement pursuant to which the Company will be
dissolved or liquidated, or (ii) the date the shareholders of the Company (or
the Board of Directors, if shareholder action is not required) approve a
definitive agreement to sell or otherwise dispose of substantially all of the
assets of the Company, or (iii) the date the shareholders of the Company (or the
Board of Directors, if shareholder not required) and the shareholders of the
other constituent corporation (or its board of directors if shareholder action
is not required) have approved a definitive agreement to merge or consolidate
the Company with or into such other corporation, other than, in either case, a
merger or consolidation of the Company in which holder of shares of the
Company's Common Stock immediately prior to the merger or consolidation will
have at least a majority of the ownership of
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common stock of the surviving corporation (and, if one class of common stock is
not the only class of voting securities entitled to vote on the election of
directors of the surviving corporation, a majority of the voting power of the
surviving corporation's voting securities) immediately after the merger or
consolidation, which common stock (and, if applicable, voting securities) is to
be held in the same proportion as such holders' ownership of Common Stock of the
Company immediately before the merger or consolidation, or (iv) the date any
entity, person or group, within the meaning of Section 13 (d)(3) or Section 14
(d)(2) of the Securities Exchange Act of 1934, as amended, other than the
Company or any of its subsidiaries, or any employee benefit plan (or related
trust) sponsored or maintained by the Company or any of its subsidiaries shall
have become the beneficial owner of, or shall have obtained voting control over,
fifty percent (50%) or more of the outstanding shares of the Company's Common
Stock.
7. LEGAL REQUIREMENTS.
If the listing, inclusion , registration or qualification of the
Option Shares upon any securities exchange, in any automated quotation system,
or under any federal or state law, or the consent or approval of any
governmental regulatory body is necessary as a condition of or in connection
with the purchase of any Option Shares, the Company may defer exercise of this
Option and shall not be obligated to issue or deliver the certificates
representing the Option Shares as to which this Option has been exercised unless
and until such listing, inclusion, registration, qualification, consent or
approval shall have been effected or obtained. If registration is considered
unnecessary by the Company, the Company may cause a legend to be placed on the
Option Shares being issued calling attention to their having been acquired for
investment and not having been registered.
8. NOTICE.
Any notice to be given to the Company shall be in writing and shall be
addressed to the Treasurer of the Company at its principal executive office and
any notice to be given to the Optionee shall be addressed to the Optionee at the
address then appearing on the personnel records of the Company or the Affiliate
of the Company by which he is employed, or at such other address as either party
hereafter may designate in writing to the other. Except as otherwise set forth
herein, any such notice shall be deemed to have been duly given, made and
received only when personally delivered or on the day delivery is guaranteed
when transmitted, addressed as aforesaid, to a third party company or
governmental entity provided delivery services in the ordinary course of
business, or two days following the day when deposited in the United States
mails, by registered or certified mail, postage prepaid, return receipt
requested, addressed as aforesaid. Notwithstanding the foregoing, any notice of
exercise pursuant to Section 4 shall be deemed to have been duly given, made or
received only upon actual receipt by, or upon tender of delivery to, the
addressee of such notice.
9. NO COMMITMENT TO RETAIN.
Nothing herein contained shall affect the right of the Company or any
Affiliate to terminate the Optionee's employment, services, responsibilities,
duties, or authority to represent the Company or any Affiliate at any time for
any reason whatsoever.
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10. AMENDMENT.
The Board of Directors of the Company shall have the right to amend
this Option, subject to the Optionee's consent if such amendment is not
favorable to the Optionee, except that the consent of the Optionee shall not be
required for any amendment made pursuant to Section 2(b)(4) or Section 6.
11. WITHHOLDING OF TAXES.
Whenever the Company proposes or is required to deliver or transfer
Option Shares in connection with the Exercise of this Option, the Company shall
have the right to (a) require the recipient to remit to the Company an amount
sufficient to satisfy any federal, state and/or local withholding tax
requirements prior to the delivery or transfer of any certificate or
certificates for such Option Shares or (b) take whatever action it deems
necessary to protect its interests with respect to tax liabilities.
12. NOTIFICATION OF COMPANY UPON EARLY DISPOSITION OF OPTION SHARES.
If, following the exercise of this Option in whole or in part, the
Optionee disposes of any Option Shares within two years from the date of grant
of this Option or within one year after the transfers of the Option Shares to
the Optionee, the Optionee shall give notice in writing to the Committee of such
disposition and shall provide the Committee with such other information as the
Committee may reasonably request.
IN WITNESS WHEREOF, the Company has granted this Option on the day and
year first above written.
QUADRANT INTERNATIONAL, INC.
BY:________________________________
Xxxxxxx X. Xxxxx
President
ACKNOWLEDGED BY OPTIONEE:
BY:________________________________
[*Name of Optionee*]
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