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EXHIBIT 4.5
DIDAX INC.
STOCK OPTION AGREEMENT
For value received, and subject to all the provisions hereof and to all of the
terms and conditions of the 1997 Stock Option Plan ("The Plan"), incorporated by
this reference herein, DIDAX INC., a Delaware corporation (the "Company"),
hereby grants to the Optionee named below (the "Optionee") a Non-Qualified Stock
Option ("option") to purchase shares of its Common Stock, par value $.01 per
share (the "Common Stock"), at the option price set forth as follows:
Optionee
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Number of shares of Common Stock
as to which the option is granted
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Option Price per Share of Common Stock
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Date of option grant
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Expiration of option
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Date of Exercise:
Number of shares of Common Stock and dates exercisable under the option as
determined by the Compensation Committee of the Board of Directors are as
follows:
% of shares commencing .
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% of shares commencing .
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% of shares commencing .
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% of shares commencing .
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1. Relationship to Plan: This option is granted pursuant to the Company's 1997
Stock Option Plan effective April 11, 1997, and is in all respects subject to
the terms, conditions and definitions of the Plan (including, but not limited
to, provisions concerning exercise, restrictions on options, termination,
nontransferability and adjustment of the number of shares subject to this option
and the exercise price thereof). The Optionee hereby accepts this option subject
to all the terms and provisions of the Plan. The Optionee further agrees that
all decisions under and interpretations of the Plan by the Board of Directors
(the "Board") or the Compensation Committee (the "Committee") established under
the Plan shall be final, binding and conclusive upon the Optionee and his or her
heirs.
2. Time of Exercise. This option may be exercised on or after the Date of
Exercise from time to time in full or in part and shall remain exercisable
(subject to the provisions of the Plan) until the earlier of (i) the date as of
which the Optionee has exercised the option as to all shares subject hereto, or
(ii) the expiration of 10 years following the Option Date. Notwithstanding the
foregoing, this option shall first become exercisable in any calendar year only
to the extent that the shares with respect to which this option becomes
exercisable, together with any shares subject to any other incentive stock
options that first become exercisable in such calendar year, would have an
aggregate value (determined as of the date of grant of such options) not in
excess of $100,000.
3. Methods of Exercise. This option shall be exercisable, in whole or in part,
by a written notice to the Company that specifies the date of grant of the
option being exercised, and the number of shares to be purchased. The notice
shall be accompanied by payment of the full amount of the option price by either
(i) cash or check payable to the Company, or (ii) by the delivery to the Company
of shares of the Company's stock having a value equal to the exercise price and
having been owned by the optionee for a minimum of six months. Upon receipt of
such payment, the Company will thereafter deliver or cause to be delivered to
the Optionee (or if any other individual or individuals are exercising this
option, to such individual or individuals) at the office of the Company, a
certificate or certificates for the number of
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shares with respect to which this option is being exercised, registered in the
name or names of the individual or individuals exercising the option; provided,
however, that if any law or regulation or order of the Securities and Exchange
Commission or other body having jurisdiction in the premises shall require the
Company or Optionee (or other individual or individuals exercising this option)
to take any action in connection with the shares being purchased, the delivery
of the certificate or certificates for such shares shall be delayed until such
action has been taken.
4. Purchase For Investment. This option is granted on the condition that the
purchase of shares of Common Stock hereunder shall be for the account of the
Optionee (or other individual or individuals exercising this option) for
investment purposes and not with a view to the resale or distribution thereof,
except that such condition shall be inoperative if the offering and sale of
shares subject to the option is registered under the Securities Act of 1933, as
amended, or if in the opinion of counsel for the Company such shares may be
resold without registration. At the time of any exercise of the option, the
Optionee (or other individual or individuals exercising this option) will
execute such further agreements as the Company may require to implement the
foregoing condition and to acknowledge the Optionee's (or such other
individual's) familiarity with restrictions on the resale of the shares under
applicable securities laws.
5. Nontransferability of Option. Except as provided in Section 9(g) of the Plan,
options shall not be transferable by the Optionee otherwise than by will or the
laws of descent or distribution, and options shall be exercisable during the
Optionee's lifetime only by him or her.
6. Termination. Except as provided in the Plan, this option shall terminate and
may no longer be exercised if the Optionee ceases for any reason to be an
employee of the Company.
7. Governing Law and Interpretation. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware. It shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors, assigns and legal representatives.
8. Miscellaneous. The Optionee shall have no rights as a stockholder with
respect to the shares subject to this option until the exercise of the option
and the issuance of a stock certificate for the shares with respect to which the
option shall have been exercised. Nothing herein contained shall impose any
obligation on the Company or the Optionee with respect to the Optionee's
employment by the Company. Nothing herein contained shall impose any obligation
upon the Optionee to exercise the option.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
duplicate by its duly authorized representative and Optionee has accepted the
terms described herein and executes this Agreement in duplicate.
DIDAX INC.
By
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Title
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OPTIONEE
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Signature
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Social Security Number
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Optionee Address
