VIAWEB,INC.
OPTION AGREEMENT
OPTIONEE
DESCRIPTION AND NUMBER
OF OPTION SHARES
PURCHASE PRICE PER
SHARE
OPTION DATE October 21, 1996
1. GRANT OF OPTION
The Company hereby grants to the individual named above (the "Optionee")
an option (the "Option") to purchase that number of shares set out above (the
"Option Shares") at the purchase price per share set out above (the "Purchase
Price").
2. TERM OF OPTION
The Option granted under this Option Agreement shall be exercisable
immediately and there is no vesting period for the option. The option shall
be exercisable in whole or in part on or before October 20, 2006.
3. PAYMENT
Full payment of the Purchase Price of any Option Shares purchased by the
Optionee shall be made at the time of the exercise of the Option. Such
Purchase Price shall be paid by certified cheque or bank cashier's check
payable to or to the order of the Company or as otherwise agreed by the
Company.
4. CORPORATE CHANGES: ACCELERATION
(a) In the event that the outstanding shares of the $.10 par common
stock of the Company are changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation
by reason of any reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination of shares, or dividends payable
in capital stock, appropriate adjustment shall be made in the number and kind
of the Option Shares and as to which outstanding options or portions thereof
then unexercised shall be exercisable, to the end that the proportionate
interest of the Optionee shall be maintained as before the occurrence of such
event; such adjustment in outstanding options shall be made without change in
the total price applicable to the unexercised portion of such options and
with a corresponding adjustment in the option price per share.
(b) In the case of any sale or conveyance to another entity of all or
substantially all of the property and assets of the Company, including a
merger, the purchaser(s) of the Company's assets or the surviving entity in
the case of a merger may, in his, her or its discretion, deliver to the
Optionee the same kind of consideration that is delivered to the holders of
common stock of the Company as a result of such sale or conveyance or merger,
treating the Option Shares as outstanding for this purpose, less the option
price therefor. If this consideration includes stock, the option price
subtraction shall be made proportionately from the stock and cash portions of
the consideration delivered to the Optionee fairly reflecting the transaction
giving rise to the right of the purchaser(s) to buy out the interest of the
Optionee. Upon receipt of such consideration by the Optionee, his option
shall immediately terminate and be of no further force and effect. The value
of the stock or other securities the Optionee would have received if the
Option had been exercised shall be determined in good faith by the Board of
Directors of the Company.
(c) Upon dissolution or liquidation of the Company, all options granted
hereby shall terminate, but the Optionee shall have the right, immediately
prior to such dissolution or liquidation, to exercise his option.
5. NON-ASSIGNABILITY
The Option, and any interest of the Optionee in this Option Agreement, may
not be transferred, assigned, pledged, hypothecated or otherwise disposed of
by the Optionee in any manner whatsoever except in accordance with the terms
and conditions expressly set forth herein. Any attempted transfer,
assignment, pledge, hypothecation or other
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disposition of the Option, or of any interest in this Option Agreement, not
in accordance with the express provisions of this Option Agreement, shall be
void and of no effect. During the Optionee's lifetime, the Option shall be
vested only in the Optionee, and shall be exercisable only by the Optionee.
The Option, and the Optionee's interest in this Option Agreement, is not
subject, in whole or in part, to execution, attachment, or similar process.
Notwithstanding the foregoing, the Option, and any interest of the Optionee
in this Option Agreement shall be transferred upon the Optionee's death by
will, or by the applicable laws of descent and distribution, and, following
such transfer, shall enure to the benefit of and be binding upon the legal
personal representative of the Optionee. Said legal personal representative
shall be deemed to be the Optionee hereunder.
6. RESTRICTIONS ON TRANSFER OF SHARES
Unless the shares to be issued upon exercise of this Option granted
have been effectively registered under the Securities Act of 1933, as now in
force or hereafter amended, the Company shall be under no obligation to issue
any shares covered by any option unless the Optionee shall give a written
representation and undertaking to the Company which is satisfactory in form
and scope to counsel for the Company and upon which, in the opinion of such
counsel, the Company may reasonably rely, that he is acquiring the shares
issued pursuant to such exercise of the Option for his own account as an
investment and not with view to, or for sale in connection with, the
distribution of any such shares, and that he will make no transfer of the
same except in compliance with any rules and regulations in force at the time
of such transfer under the Securities Act of 1933, or any other applicable
law, and that if shares are issued without such registration, a legend to
this effect may be endorsed upon the securities so issued.
7. NOTICE AND DELIVERIES
Except as otherwise set forth herein, any notice, demand or
communication required or permitted to be given under this Agreement shall be
(a) in writing, (b) delivered by hand, nationally recognized overnight
courier service, facsimile or registered or certified mail, postage prepaid,
addressed to a party at its mailing address or facsimile number currently
designated by the party in writing and (c) deemed to have been given on the
date delivered by hand or sent by facsimile, one business day after deposit
with such courier service, and three business days after being deposited in
the United States mail.
8. NO RIGHTS AS SHAREHOLDERS
The Optionee shall not be, or have any of the rights or privileges of,
a shareholder of the Company in respect of any common shares issuable on
exercise of the Option, unless and until the Purchase Price for such common
shares has been paid in full.
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9. GOVERNING LAW
This Option Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without application of provisions as
to conflict of law, and shall be treated in all respects as a New York contract.
VIAWEB, INC.
By:
----------------------------------------
Authorized Signature
--------------------------------- ----------------------------------------
Witness to Optionee's Signature Optionee
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VIAWEB,INC.
OPTION AGREEMENT
OPTIONEE
DESCRIPTION AND NUMBER
OF OPTION SHARES
PURCHASE PRICE PER
SHARE
OPTION DATE October 21, 1996
1. GRANT OF OPTION
The Company hereby grants to the individual named above (the "Optionee")
an option (the "Option") to purchase that number of shares set out above (the
"Option Shares") at the purchase price per share set out above (the "Purchase
Price").
2. TERM OF OPTION
The Option granted under this Option Agreement shall be exercisable
as provided in Paragraph 3 hereof, but shall, in all events, expire on the
fifth anniversary of the Option Date (or at such earlier date as is expressly
provided for in this Option Agreement).
3. EXERCISE OF OPTION
(a) On the anniversary date of the Option Date in each year subsequent
to the Option Date, the Optionee shall be entitled to purchase a
number of Option Shares up to one third (1/3) of the total number of
Option Shares under this Option Agreement (i.e., 45 shares). In
addition, the Optionee may purchase at any time a number of Option
Shares up to the number of Option Shares which the Optionee was
entitled to, but did not, theretofore purchase.
(b) Notwithstanding subsection (a), if subsequent to the Option Date and
before the fifth anniversary of the Option Date, the Optionee ceases
to be an Employee on account of a termination of service with the
Company or a subsidiary:
(i) By reason of termination of service by the Company other than
for cause, as defined in the Employment Agreement of the
Optionee, the Option may be exercised as to all of the Option
Shares that, as of the anniversary of the Option Date next
succeeding the termination, the Optionee would be entitled
to but did not purchase, which exercise may be made at any time
during the two-year period following such anniversary, and
after the end of such period the Option shall terminate.
(ii) By reason of death, the Option may be exercised as to all of
the Option Shares that, as of the anniversary of the Option
Date next succeeding the death, the Optionee would have been
entitled to but did not purchase, such exercise to be made by
the Optionee's legal personal representative at any time up to
one hundred eighty (180) days following the date of the
Optionee's death, and after the end of such period the Option
shall terminate.
(iii) By reason of termination of service by the Optionee, or by the
Company for cause, as defined in the Employment Agreement of the
Optionee, the Option may be exercised, as to all of the Option
Shares that as of the date of termination of service the
Optionee was entitled to but did not purchase, by the Optionee
at any time during the one hundred eighty (180) day period
following the date such Optionee ceased to be an Employee,
and after the end of such period the Option shall terminate.
4. PAYMENT
Full payment of the Purchase Price of any Option Shares purchased by the
Optionee shall be made at the time of the exercise of the Option. Such
Purchase Price shall be paid by certified cheque or bank cashier's check
payable to or to the order of the Company or as otherwise agreed by the
Company.
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5. CORPORATE CHANGES; ACCELERATION
(a) In the event that the outstanding shares of the $.10 par common
stock of the Company are changed into or exchanged for a different
number or kind of shares or other securities of the Company or of
another corporation by reason of any reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up,
combination of shares, or dividends payable in capital stock,
appropriate adjustment shall be made in the number and kind of the
Option Shares and as to which outstanding options or portions thereof
then unexercised shall be exercisable, to the end that the
proportionate interest of the Optionee shall be maintained as before
the occurrence of such event; such adjustment in outstanding options
shall be made without change in the total price applicable to the
unexercised portion of such options and with a corresponding
adjustment in the option price per share.
(b) In the case of any sale or conveyance to another entity of all or
substantially all of the property and assets of the Company, including
a merger, all options shall become immediately exercisable. The
purchaser(s) of the Company's assets or the surviving entity in the
case of a merger may, in his, her or its discretion, deliver to the
Optionee the same kind of consideration that is delivered to the
holders of common stock of the Company as a result of such sale or
conveyance or merger, treating the Option Shares as outstanding for
this purpose, less the option price therefor. If this consideration
includes stock, the option price subtraction shall be made
proportionately from the stock and cash portions of the consideration
delivered to the Optionee fairly reflecting the transaction giving
rise to the right of the purchaser(s) to buy out the interest of the
Optionee. Upon receipt of such consideration by the Optionee, his
option shall immediately terminate and be of no further force and
effect. The value of the stock or other securities the Optionee would
have received if the Option had been exercised shall be determined in
good faith by the Board of Directors of the Company.
(c) The Board shall also have the power and right, but not the obligation,
to accelerate the exercisability of any options, notwithstanding any
limitations in this Option Agreement.
(d) Upon dissolution or liquidation of the Company, all options granted
hereby shall terminate, but the Optionee shall have the right,
immediately prior to such dissolution or liquidation, to exercise his
option to the extent then exercisable.
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6. NON-ASSIGNABILITY
The Option, and any interest of the Optionee in this Option Agreement,
may not be transferred, assigned, pledged, hypothecated or otherwise disposed
of by the Optionee in any manner whatsoever except in accordance with the
terms and conditions expressly set forth herein. Any attempted transfer,
assignment, pledge, hypothecation or other disposition of the Option, or of
any interest in this Option Agreement, not in accordance with the express
provisions of this Option Agreement, shall be void and of no effect. During
the Optionee's lifetime, the Option shall be vested only in the Optionee, and
shall be exercisable only by the Optionee. The Option, and the Optionee's
interest in this Option Agreement, is not subject, in whole or in part, to
execution, attachment, or similar process. Notwithstanding the foregoing, the
Option, and any interest of the Optionee in this Option Agreement, shall be
transferred upon the Optionee's death by will, or by the applicable laws of
descent and distribution, and, following such transfer, shall enure to the
benefit of and be binding upon the legal personal representative of the
Optionee, subject to the provisions as to exercise set forth in Paragraph
3(b)(ii). Said legal personal representative shall be deemed to be the
Optionee hereunder.
7. RESTRICTIONS ON TRANSFER OF SHARES
Unless the shares to be issued upon exercise of this Option granted have
been effectively registered under the Securities Act of 1933, as now in force
or hereafter amended, the Company shall be under no obligation to issue any
shares covered by any option unless the Optionee shall give a written
representation and undertaking to the Company which is satisfactory in form
and scope to counsel for the Company and upon which, in the opinion of such
counsel, the Company may reasonably rely, that he is acquiring the shares
issued pursuant to such exercise of the Option for his own account as an
investment and not with a view to, or for sale in connection with, the
distribution of any such shares, and that he will make no transfer of the same
except in compliance with any rules and regulations in force at the time of
such transfer under the Securities Act of 1933, or any other applicable law,
and that if shares are issued without such registration, a legend to this
effect may be endorsed upon the securities so issued.
8. NOTICE AND DELIVERIES
Except as otherwise set forth herein, any notice, demand or communication
required or permitted to be given under this Agreement shall be (a) in
writing, (b) delivered by hand, nationally recognized overnight courier
service, facsimile or registered or certified mail, postage prepaid, addressed
to a party as its mailing address or facsimile
4
number currently designated by the party in writing and (c) deemed to have
been given on the date delivered by hand or sent by facsimile, one business day
after deposit with such courier service, and three business days after being
deposited in the United States mail.
9. NO RIGHTS AS SHAREHOLDER
The Optionee shall not be, or have any of the rights or privileges
of, a shareholder of the Company in respect of any common shares issuable on
exercise of the Option unless and until the Purchase Price for such common
shares has been paid in full.
10. NO RIGHT TO EMPLOYMENT
This Option Agreement shall not give the Optionee the right to
continue to be an Employee.
11. GOVERNING LAW
This Option Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without application of
provisions as to conflict of law, and shall be treated in all respects as a New
York contract.
VIAWEB, INC.
By:
--------------------------
Authorized Signature
------------------------------- ------------------------------
Witness to Optionee's Signature Optionee
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