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EXHBIT 99.2
INTEGRATED NETWORK CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
Integrated Network Corporation, a Delaware corporation (the
"Company"), hereby grants this 31st day of January, 1997, to __________ (the
"Optionee"), an option to purchase a maximum of __________ shares of its Common
Stock, $.01 par value, at the price of $__________ per share, on the following
terms and conditions:
1. Grant Under 1996 Stock Option Plan. This option is
granted pursuant to and is governed by the Company's 1996 Stock Option Plan
(the "Plan") and, unless the context otherwise requires, terms used herein
shall have the same meanings as in the Plan. Determinations made in connection
with this option pursuant to the Plan shall be governed by the Plan as it
exists on this date. Notwithstanding anything to the contrary contained in
this Agreement, this option (a) shall be void if the Plan is not approved by
the stockholders of the Company before July 19, 1997, and (b) may not be
exercised in whole or in part prior to such stockholder approval.
2. Xxxxx as Non-Qualified Option; Other Options. This
option is intended to be a non-qualified option (rather than an incentive stock
option), and the Company intends to take appropriate action, if necessary, to
achieve this result. This option is in addition to any other options
heretofore or hereafter granted to the Optionee by the Company, but a duplicate
original of this instrument shall not effect the grant of another option.
3. Extent of Option if Business Relationship Continues.
If on the date hereof the Optionee is serving the Company or any Related
Corporation in the capacity of an employee, director or consultant (such
service is described herein as maintaining or being involved in a "Business
Relationship" with the Company) and has continued to serve the Company or any
Related Corporation in such capacity on the following dates, the Optionee may
exercise this option for the number of shares set opposite the applicable date:
April 16, 1997 -
On the 16th day of each -
succeeding month for the next 47
months
The foregoing rights are cumulative and, while the Optionee continues to
maintain a Business Relationship with the Company, may be exercised up to and
including the date which is ten years from the date this option is granted.
All of the foregoing rights are subject to Articles 4 and 5, as appropriate, if
the Optionee ceases to maintain a Business Relationship with the Company or
dies, becomes disabled or undergoes dissolution, liquidation, a bankruptcy
proceeding, receivership or merger or acquisition while involved in a Business
Relationship
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with the Company. If on the date hereof the Optionee does not have a Business
Relationship with the Company, the Optionee may exercise this option for the
maximum number of shares set forth above at any time up to and including the
date which is ten years from the date this option is granted.
4. Termination of Business Relationship. If the
Optionee ceases to maintain a Business Relationship with the Company, other
than by reason of death or disability as defined in Article 5, no further
installments of this option shall become exercisable and this option shall
terminate after the passage of sixty (60) days from the date the Business
Relationship ceases, but in no event later than the scheduled expiration date.
In such a case, the Optionee's only rights hereunder shall be those which are
properly exercised before the termination of this option. This Article 4 does
not affect the rights of an Optionee who did not have a Business Relationship
with the Company at the date hereof.
5. Death; Disability; Dissolution. If the Optionee is a
natural person who dies while involved in a Business Relationship with the
Company, this option may be exercised, to the extent of the number of shares
with respect to which the Optionee could have exercised it on the date of his
death, by his estate, personal representative or beneficiary to whom this
option has been assigned pursuant to Article 10, at any time within 180 days
after the date of death, but not later than the scheduled expiration date. If
the Optionee is a natural person whose Business Relationship with the Company
is terminated by reason of his disability (as defined in the Plan), this option
may be exercised, to the extent of the number of shares with respect to which
the Optionee could have exercised it on the date the Business Relationship was
terminated, at any time within 180 days after the date of termination, but not
later than the scheduled expiration date. At the expiration of such 180-day
period or the scheduled expiration date, whichever is the earlier, this option
shall terminate and the only rights hereunder shall be those as to which the
option was properly exercised before such termination. If the Optionee is a
corporation, partnership, trust or other entity that is dissolved, liquidated,
becomes subject to a voluntary or involuntary bankruptcy proceeding, has a
receiver appointed for all or a substantial portion of its property or enters
into a merger or acquisition with respect to which such optionee is not the
surviving entity at the time when such entity is involved in a Business
Relationship with the Company, this Option shall immediately terminate as of
the date of such event, and the only rights hereunder shall be those as to
which this option was properly exercised before such dissolution or other
event. This Article 5 does not affect the rights of an Optionee who did not
have a Business Relationship with the Company at the date hereof.
6. Partial Exercise. Exercise of this option up to the
extent above stated may be made in part at any time and from time to time
within the above limits, except that this option may not be exercised for a
fraction of a share unless such exercise is with respect to the final
installment of stock subject to this option and a fractional share (or cash in
lieu thereof) must be issued to permit the Optionee to exercise completely such
final installment. Any fractional share with respect to which any installment
of this option cannot be exercised because of the limitation contained in the
preceding sentence shall remain subject to this
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option and shall be available for later purchase by the Optionee in accordance
with the terms hereof.
7. Payment of Price. The option price is payable in
United States dollars and may be paid in cash or by check, or any combination
of the foregoing, equal in amount to the option price.
8. Agreement to Purchase for Investment. By acceptance
of this option, the Optionee agrees that a purchase of shares under this option
will not be made with a view to their distribution, as that term is used in the
Securities Act of 1933, as amended, unless in the opinion of counsel to the
Company such distribution is in compliance with or exempt from the registration
and prospectus requirements of that Act, and the Optionee agrees to sign a
certificate to such effect at the time of exercising this option and agrees
that the certificate for the shares so purchased may be inscribed with a legend
to ensure compliance with that Act.
9. Method of Exercising Option. Subject to the terms
and conditions of this Agreement, this option may be exercised by written
notice to the Company, at the principal executive office of the Company, or to
such transfer agent as the Company shall designate. Such notice shall state
the election to exercise this option and the number of shares in respect of
which it is being exercised and shall be signed by the person or persons so
exercising this option. Such notice shall be accompanied by payment of the
full purchase price of such shares, and the Company shall deliver a certificate
or certificates representing such shares as soon as practicable after the
notice shall be received. The certificate or certificates for the shares as to
which this Option shall have been so exercised shall be registered in the name
of the person or persons so exercising this option (or, if this option shall be
exercised by the Optionee and if the Optionee shall so request in the notice
exercising this option, shall be registered in the name of the Optionee and
another person jointly, with right of survivorship) and shall be delivered as
provided above to or upon the written order of the person or persons exercising
this option. In the event this option shall be exercised, pursuant to Article
5 hereof, by any person or persons other than the Optionee, such notice shall
be accompanied by appropriate proof of the right of such person or persons to
exercise this option. All shares that shall be purchased upon the exercise of
this option as provided herein shall be fully paid and non-assessable.
10. Option Not Transferable. This option is not
transferable or assignable except by will or by the laws of descent and
distribution. During the Optionee's lifetime only the Optionee can exercise
this option.
11. No Obligation to Exercise Option. The grant and
acceptance of this option imposes no obligation on the Optionee to exercise it.
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12. No Obligation to Continue Business Relationship. The
Company and any Related Corporations are not by the Plan or this option
obligated to continue to maintain a Business Relationship with the Optionee.
13. No Rights as Stockholder until Exercise. The
Optionee shall have no rights as a stockholder with respect to shares subject
to this Agreement until a stock certificate therefor has been issued to the
Optionee and is fully paid for. Except as is expressly provided in the Plan
with respect to certain changes in the capitalization of the Company, no
adjustment shall be made for dividends or similar rights for which the record
date is prior to the date such stock certificate is issued.
14. Capital Changes and Business Successions. It is the
purpose of this option to encourage the Optionee to work for the best interests
of the Company and its stockholders. Since, for example, that might require
the issuance of a stock dividend or a merger with another corporation, the
purpose of this option would not be served if such a stock dividend, merger or
similar occurrence would cause the Optionee's rights hereunder to be diluted or
terminated and thus be contrary to the Optionee's interest. The Plan contains
extensive provisions designed to preserve options at full value in a number of
contingencies. Therefore, provisions in the Plan for adjustment with respect
to stock subject to options and the related provisions with respect to
successors to the business of the Company are hereby made applicable hereunder
and are incorporated herein by reference. In particular, without affecting the
generality of the foregoing, it is understood that for the purposes of Articles
3 and 5 hereof, both inclusive, maintaining or being involved in a Business
Relationship with the Company includes maintaining or being involved in a
Business Relationship with a Related Corporation as defined in the Plan.
15. Withholding Taxes. The Optionee hereby agrees that
the Company may withhold from the Optionee's wages or other remuneration the
appropriate amount of federal, state and local taxes attributable to the
Optionee's exercise of any installment of this option. At the Company's
discretion, the amount required to be withheld may be withheld in cash from
such wages or other remuneration, or in kind from the Common Stock otherwise
deliverable to the Optionee on exercise of this option. The Optionee further
agrees that, if the Company does not withhold an amount from the Optionee's
wages or other remuneration sufficient to satisfy the Company's withholding
obligation, the Optionee will reimburse the Company on demand, in cash, for the
amount underwithheld.
16. Governing Law. This Agreement shall be governed by
and interpreted in accordance with the internal laws of the State of Delaware.
17. Existence of Business Relationship. On the date
hereof the Optionee has a Business Relationship with the Company.
18. Provision of Documentation to Optionee. By signing
this Agreement the Optionee acknowledges receipt of a copy of this Agreement
and a copy of the Plan.
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IN WITNESS WHEREOF, the Company and the Optionee have caused
this instrument to be executed, and the Optionee whose signature appears below
acknowledges receipt of a copy of the Plan and acceptance of an original copy
of this Agreement.
INTEGRATED NETWORK CORPORATION
By:
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Title:
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Optionee
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