Exhibit 4.5
INSO CORPORATION
Incentive Stock Option Agreement
Under the Inso Corporation 1996 Stock Incentive Plan
Optionee: [ ]
Date: [ ]
Pursuant to the terms of its 1996 Stock Incentive Plan (the "Plan"), Inso
Corporation, a Delaware corporation (the "Company"), hereby grants to [ ]
(the "Optionee") an option (the "Option") to purchase up to [ ] shares
(the "Option Shares") of the common stock, par value $.01 per share, of the
Company (the "Common Stock") at a purchase price of [$ ] per Option
Share, on the terms and conditions set forth herein and in the Plan.
It is intended that this Option shall be an incentive stock option as defined
in Section 422 of the Internal Revenue Code of 1986, as amended and any
regulations promulgated thereunder (the "Code").
1. Term. The Option shall be exercisable, in whole or in part, on or prior
to [ ] (the "Expiration Date").
2. Vesting Schedule. Subject to the provisions of Sections 5, 6 and 7 hereof
and the discretion of the Board (as such term is defined in the Plan) to
accelerate the vesting of the Option, this Option shall become vested and
exercisable with respect to the following percentages of Option Shares as
set forth below:
Date Percentage of Option Shares Number of Option Shares
Available for Purchase Available for Purchase
3. Procedures for Exercise. The Option may be exercised by the Optionee from
time to time prior to the Expiration Date by delivering a written notice in
the form attached to this Agreement as Exhibit A (each, an "Exercise Notice"),
to the person designated thereon, specifying the number of Option Shares to be
purchased. Payment of the purchase price for the Option Shares may, at the
Optionee's election, be made in cash or check in an amount equal to the
exercise price of such Options, or by (a) delivery of shares of Common Stock
owned by the Optionee for at least six months (or such shorter period as is
approved by the Board), valued at their Fair Market Value (as defined in the
Plan), (b) delivery of a promissory note of the Optionee to the Company on
terms determined by the Board, (c) delivery of an irrevocable undertaking by a
broker to deliver promptly to the Company sufficient funds to pay the exercise
price or delivery of irrevocable instructions to a broker to deliver promptly
to the Company cash or a check sufficient to pay the exercise price, (d)
payment of such other lawful consideration as the Board may determine, or
(e) any combination of the foregoing.
The Company's obligation to consummate the transaction contemplated by the
Exercise Notice shall be subject to the Company's receipt of full payment for
the Option Shares to be purchased thereunder and any other agreement, document
or instrument or other evidence as the Company may require to establish that
the issuance of Option Shares to the Optionee pursuant to the Plan and any
subsequent resale of such Option Shares shall comply with any applicable
law or regulation.
Certificates for Option Shares may be issued in the name of the Optionee
jointly with another person or in the name of an executor or administrator of
the Optionee's estate upon request.
Notwithstanding any other provision hereof or of the Plan, no portion of this
Option shall be exercisable after the Expiration Date.
4. Non-transferability of Option. This Option shall not be transferable by
the Optionee otherwise than by will or by laws of descent and distribution and
this Option shall be exercisable, during the Optionee's lifetime, only by the
Optionee.
5. Continuous Relationship with the Company Required. Except as otherwise
provided in Section 6, this Option may not be exercised unless the Optionee,
at the time he or she exercises this Option, is, and has been at all times
since the date of grant of this Option, an employee, officer or consultant or
advisor to, the Company or any parent or subsidiary of the Company as
defined in Section 424(e) or (f) of the Code.
6. Termination of Service. If the Optionee ceases to be employed by the
Company, the period within which to exercise the Option shall terminate three
months after the date of such cessation or the Expiration Date, whichever is
earlier, and such Option shall be exercisable through such date as to the
Option Shares which were available for purchase on the date the Optionee
ceased to be employed by the Company; provided, however, that if the
Optionee becomes disabled (within the meaning of Section 22(e)(3) of the
Code) or dies, any Option granted to an Optionee and outstanding on the date
of his or her death or disability may be exercised by the legal
representative, guardian or Designated Beneficiary (as defined in the Plan)
of the Optionee or the Optionee for a period of one
year from the date of death or disability or until the Expiration Date,
whichever is earlier.
7. Change in Control. Notwithstanding the provisions of paragraph 2, in the
event of a Change in Control (as defined in the Plan) the Option shall become
automatically exercisable in full.
8. Option Shares. The Option Shares are shares of the Common Stock of the
Company as constituted on the date of this Option was granted (including any
grant subject to a condition subsequent), subject to adjustment as provided
in Section 5(b) of the Plan.
9. No Special Rights. This Option does not confer upon the Optionee any
right with respect to continuation of employment by the Company or any of its
subsidiaries. The Company expressly reserves the right at any time to dismiss
the Optionee free from any liability or claim under the Plan.
10. Rights as a Stockholder. The Optionee shall have no right as a
stockholder with respect to any Option Share unless and until a certificate
representing such Option Share is duly issued and delivered to the Optionee.
Except as expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to
the date such stock certificate is issued.
11. Tax Withholding. No shares will be issued pursuant to the exercise of this
Option unless and until the Optionee pays to Company or makes arrangements
with the Company, including, but not limited to, the option to satisfy the
tax withholding with shares of Common Stock, in accordance with Section 10
of the Plan regarding the payment of any federal, state or local taxes
required to be withheld with respect to such income. In the Board's
discretion, and subject to such conditions as the Board may
establish, such tax obligations may be paid in whole or in part in shares of
Common Stock, including shares retained from the exercise of the Option
creating the tax obligation, valued at their Fair Market Value.
12. The Plan. In the event of any conflict or inconsistency between the
terms of this Option and the Plan, the terms and conditions of the Plan shall
control.
13. Delivery of Shares; Compliance With Securities Laws, Etc.
(a) General. The Company shall, upon payment of the option price for the
number of Option Shares purchased and paid for, make prompt delivery of
such Option Shares to the Optionee, provided that if any law or regulation
requires the Company to take any action with respect to such Option Shares
before the issuance thereof, then the date of delivery of such Option Shares
shall be extended for the period necessary to complete such action.
(b) Listing, Qualification, Etc. This Option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject hereto upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental or regulatory body, or that the disclosure of
non-public information or the satisfaction of any other condition is
necessary as a condition of, or in connection with, the issuance or purchase
of shares hereunder, this Option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval,
disclosure or satisfaction of such other condition shall have been effected or
obtained on terms acceptable to the Board. Nothing herein shall be deemed to
require the Company to apply for, effect or obtain such listing,
registration, qualification or disclosure, or to satisfy such other condition.
13. Disqualifying Disposition. If the Optionee disposes of Option Shares
acquired upon exercise of this Option within two years from the date of grant
of this Option or one year after such Option Shares were acquired pursuant to
exercise of this Option, the Optionee shall notify the Company in writing
of such disposition.
14. Miscellaneous. Notices hereunder shall be mailed or delivered to the
Company at its principal place of business to the attention of the Secretary
and shall be mailed or delivered to the Optionee at the address set forth
in the records of the Company, or, in either case, at such other address as
one party may subsequently furnish to the other party in writing.
INSO CORPORATION
By________________________
Xxxxx X. Xxxx
Vice President and
General Counsel
Agreed to and accepted
as of [ ]:
______________________
[ ]
EXHIBIT A
Inso Corporation
00 Xx. Xxxxx Xxx.
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
INCENTIVE STOCK OPTION EXERCISE FORM
This is notice that I am exercising Incentive Stock Options granted to me
on .
Number of Shares Covered in this Exercise: (A)
Exercise Price per Share $ (B)
TOTAL Exercise Price (AxB) $
I intend to pay the exercise as follows:
Cashless via broker
Broker's Name:
Company:
Phone: Fax:
In Cash (please attach a check payable to Inso Corporation)
With previously owned Inso Corporation shares (if this method is chosen,
you will be provided with the number of shares required to complete the
exercise and the amount of additional cash required to pay for fractional
shares, if any).
I understand that the exercise of incentive stock options generates taxable
income and that it is necessary to have applicable Federal, State and FICA
taxes withheld. I intend to pay withholding taxes as follows:
Cashless via broker, as above.
Cash (please inform me of the amount owed and I will send a check
payable to Inso Corporation within five (5) business days).
Shares (please inform me of the taxes due and arrange a reduction in the
number of shares issued).
Signature Date
Print Name
FOR OFFICE USE ONLY:
Date
Received
Time
Received
AM
PM
Confirmed
Option on
Confirmed
Tax Amt
Due on
FICA Limit
INSO Close
on
Control
