Exhibit 10.11
AWARD AGREEMENT
Under The
Xxxxxxx Business
Services, Inc.
2003 Stock Incentive Plan
INCENTIVE STOCK OPTION
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| Corporation: |
XXXXXXX BUSINESS SERVICES, INC. |
Participant: |
_________________________ |
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_________________________ |
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_________________________ |
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| Date: |
_________________________ |
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Corporation
maintains the Xxxxxxx Business Services, Inc., 2003 Stock Incentive Plan (the "Plan").
This
Award Agreement evidences the grant of an Incentive Stock Option (the “Option”)
to Participant.
The
parties agree as follows:
When
used in this Agreement, the following terms have the meaning specified below:
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(a) |
“Employer” means
Corporation or a Subsidiary of Corporation. |
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(b) |
“Grant
Date” means the date the Option is granted, which is reflected as
the date of this Agreement. |
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(c) |
Capitalized
terms not otherwise defined in this Agreement have the meanings given them in
the Plan. |
Subject
to the terms and conditions of this Agreement and the Plan, Corporation grants to
Participant the Option to purchase ________ Shares of Corporation’s common stock at
$________ per share.
The
Option is subject to all the provisions of the Plan and to the following terms and
conditions:
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3.1 |
Term.
The term of the Option is ten years from the Grant Date and will automatically terminate
on _______________________, to the extent not exercised, unless terminated earlier in
accordance with this Agreement. |
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3.2 |
Time
of Exercise. Unless the Option is otherwise terminated, the Option may be exercised
at any time following the Grant Date. |
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3.3 |
Employment
Requirement. For purposes of this Agreement, “employment” includes periods
of illness or other leaves of absence authorized by the Employer. If Participant ceases
to be an active employee prior to the end of the Option term, the right to exercise the
Option will expire at the end of the applicable period: |
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After Termination
On Account Of |
Period |
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Death |
1 year |
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Retirement |
3 months |
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Disability |
1 year |
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Any other reason
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3 months
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3.4 |
Method
of Exercise. The Option, or any portion thereof, may be exercised by delivery of
written notice to Corporation stating the number of Shares, form of payment, and proposed
date of closing. |
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3.5 |
Other
Documents. Participant will be required to furnish to Corporation before closing such
other documents or representations as Corporation may require to assure compliance with
applicable laws and regulations. |
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3.6 |
Payment.
The exercise price for the Shares purchased upon exercise of the Option must be paid in
full at or before closing by one or a combination of the following: |
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(b) |
Delivery
of previously acquired Shares having a Fair Market Value equal to the exercise
price; or |
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(c) |
Delivery
(in a form approved by Corporation) of an irrevocable direction to a securities
broker acceptable to Corporation to sell Shares subject to the Option and to
deliver all or a part of the sales proceeds to Corporation in payment of all or
a part of the exercise price and withholding taxes due. |
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3.7 |
Previously
Acquired Shares. Delivery of previously acquired Shares in full or partial payment
for the exercise of the Option will be subject to the following conditions: |
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(a) |
The
Shares tendered must be in good delivery form; |
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(b) |
The
Fair Market Value of the Shares tendered, together with the amount of cash, if
any, tendered must equal or exceed the exercise price of the Option; |
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(c) |
Any
Shares remaining after satisfying the payment for the Option will be reissued
in the same manner as the Shares tendered; and |
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(d) |
No
fractional Shares will be issued and cash will not be paid to the Participant
for any fractional Share value not used to satisfy the Option exercise price. |
In
the event any withholding or similar tax liability is imposed on Corporation in connection
with or with respect to any exercise of the Option or the disposition by Participant of
the Shares acquired upon exercise of the Option, Participant agrees to pay to Corporation
an amount sufficient to provide for such tax liability.
Corporation
will use its best efforts to obtain approval of the Plan and this Option by any state or
federal agency or authority that Corporation determines has jurisdiction. If Corporation
determines that any required approval cannot be obtained, this Option will terminate on
notice to the Participant to that effect. Without limiting the foregoing, Corporation will
not be required to issue any Shares upon exercise of the Option, or any portion thereof,
until Corporation has taken any action required to comply with all applicable federal and
state securities laws.
| 6. |
Termination for Cause; Competition |
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6.1 |
Annulment
of Awards. The grant of the Option governed by this Agreement is revocable until
Participant becomes entitled to a certificate for Shares in settlement thereof. In the
event the employment of Participant is terminated for cause (as defined below), any
portion of the Option which is revocable will be annulled as of the date of such
termination for cause. For the purpose of this Section 6.1, the term “for cause” will
have the meaning set forth in Participant’s employment agreement, if any, or
otherwise means any discharge (or removal) for material or flagrant violation of the
policies and procedures of the Employer or for other performance or conduct which is
materially detrimental to the best interests of Corporation, as determined by the
Committee. |
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6.2 |
Engaging
in Competition With Corporation. If Participant terminates employment with an
Employer for any reason whatsoever, and within 18 months after the date thereof accepts
employment with any competitor of (or otherwise engages in competition with) Corporation,
the Committee, in its sole discretion, may require Participant to return to Corporation
the economic value of this Option that is realized or obtained (measured at the date of
exercise) by Participant at any time during the period beginning on the date that is six
months prior to the date of Participant’s termination of employment with an
Employer. |
Subject
to restrictions on transferability set forth in the Plan, this Agreement will be binding
upon and benefit the parties, their successors and assigns.
Any
notices under this Option must be in writing and will be effective when actually delivered
personally or, if mailed, when deposited as registered or certified mail directed to the
address of Corporation’s records or to such other address as a party may certify by
notice to the other party.
Any
dispute or claim that arises out of or that relates to this Agreement or to the
interpretation, breach, or enforcement of this Agreement, must be resolved by mandatory
arbitration in accordance with the then effective arbitration rules of Arbitration Service
of Portland, Inc., and any judgment upon the award rendered pursuant to such arbitration
may be entered in any court having jurisdiction thereof.
In
the event of any suit or action or arbitration proceeding to enforce or interpret any
provision of this Agreement (or which is based on this Agreement), the prevailing party
will be entitled to recover, in addition to other costs, reasonable attorney fees in
connection with such suit, action, arbitration, and in any appeal. The determination of
who is the prevailing party and the amount of reasonable attorney fees to be paid to the
prevailing party will be decided by the arbitrator or arbitrators (with respect to
attorney fees incurred prior to and during the arbitration proceedings) and by the court
or courts, including any appellate courts, in which the matter is tried, heard, or
decided, including the court which hears any exceptions made to an arbitration award
submitted to it for confirmation as a judgment (with respect to attorney fees incurred in
such confirmation proceedings).
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XXXXXXX BUSINESS SERVICES, INC. |
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By ______________________ |
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Its ______________________ |
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________________________ |
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Participant |
