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EXHIBIT 99.3
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and entered
into as of this [grant date] between INTELLICORP, INC., a Delaware corporation
(the "Company"), and [name] (the "Optionee").
THE PARTIES AGREE AS FOLLOWS:
1. Grant of Options. IntelliCorp, Inc. (the "Company") hereby grants to
[name] (the "Optionee") a non-qualified option to purchase [shares] of
the Company's common stock (subject to adjustment in the event of any
stock split or the like) at the price of [price] per share. This option
grant has been authorized by the Company's Board of Directors. This
option is not an "incentive stock option" within the meaning of Section
422 of the Internal Revenue Code and shall be treated as a
"non-qualified stock option" for federal income tax purposes.
2. Vesting. The option shall be exercisable with respect to 25% of the
total number of option shares one year after the grant date and,
thereafter, with respect to an additional 6.25% of such total number of
option shares on a quarterly basis, so long as Optionee remains an
employee of the Company as of such date, so that, subject to Section 5,
all option shares may be purchased on and after the fourth anniversary
of the date of grant.
3. Term. This option expires at the close of business on the tenth year
and two day anniversary of the date of grant.
4. Tax Consequences The Optionee understands that the tax consequences
associated with this option and with shares purchasable upon exercise
of this option can be complex and can depend, in part, upon the
Optionee's particular circumstances and that as a result the Optionee
should consult his or her own tax adviser. The Optionee understands
that, for example, the exercise of this option can under certain
circumstances result in the imposition of tax even before the Optionee
sells the option shares.
5. Option Exercise. This option is exercisable in whole or in part at any
time prior to its expiration by (i) execution and delivery to the
Company of a Notice of Option Exercise in the form attached hereto and
(ii) tender of the option exercise price for the options that are being
exercised so long as Optionee remains an employee of the Company. If
Optionee's employment with the Company terminates for any reason,
vesting under Section 2 above shall cease immediately on such
termination and such option shall be exercisable, to the extent vested,
for a period of ninety days after such termination. To the extent not
exercised within such ninety day period, such option shall expire.
6. Delivery of Shares. Promptly after receipt of the Notice of Option
Exercise and the option exercise price, the Company shall deliver to
the Optionee a certificate or certificates for the requisite number of
option shares.
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7. Subsequently Issued Shares. This Agreement shall be deemed to include
as Shares, any or other securities issued to Optionee in connection
with stock splits, stock dividends, recapitalizations, mergers,
combinations or sales of assets of the Company.
8. Representations, Warranties, Covenants, and Acknowledgments of Optionee
Upon Exercise Of Option. Optionee hereby agrees that in the event that
the Company and the Company's counsel deem it necessary or advisable in
the exercise of their discretion, the issuance of option shares may be
conditioned upon certain representations, warranties, and
acknowledgments by the person exercising the option shares (the
"Purchaser"), including, without limitation, those set forth in
Sections 8.1 through 8.3 inclusive:
8.1 Relation to Company. Purchaser is presently an officer,
director, or other employee of, or consultant to the Company,
and in such capacity has become personally familiar with the
business, affairs, financial condition, and results of
operations of the Company.
8.2 Access to Information. Purchaser has had the opportunity to
ask questions of, and to receive answers from, appropriate
executive officers of the Company with respect to the terms
and conditions of the transaction contemplated hereby and with
respect to the business, affairs, financial condition, and
results of operations of the Company. Purchaser has had access
to such financial and other information as is necessary in
order for Purchaser to make a fully-informed decision as to
investment in the Company by way of purchase of the option
shares, and has had the opportunity to obtain any additional
information necessary to verify any of such information to
which Purchaser has had access.
8.3 Tax Advice. The Company has made no warranties or
representations to Purchaser with respect to the income tax
consequences of the transactions contemplated by the agreement
pursuant to which the option shares will be purchased and
Purchaser is in no manner relying on the Company or its
representatives for an assessment of such tax consequences.
9. Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be deemed to have been duly
given on the date of service if served personally or on the date of
mailing if mailed by first class mail, registered or certified, postage
prepaid and addressed to the parties at the addresses set forth below
their signatures. Addresses or names of persons may be changed from
time to time by notice given in accordance with this Section.
10. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the executors, administrators, heirs, successors, and
assigns of the parties; provided, however, that the Optionee may not
assign any of Optionee's rights or obligations under this Agreement.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with laws of the State of California.
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12. Entire Agreement. This Agreement constitutes the entire agreement of
the parties pertaining to the repurchase of the Shares and supersedes
all other agreements, representations and understandings of the parties
relating to such matters, whether prior or contemporaneous.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
INTELLICORP, INC. OPTIONEE:
0000 Xx Xxxxxx Xxxx Xxxx
Xxxxxxxx Xxxx, XX 00000-0000
By:
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(Signature)
Name: Xxxxxx X. Xxxxxxx
Address:
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Title: Chief Financial Officer
The undersigned spouse of the Optionee hereby consents and agrees to be bound by
the terms of this Nonqualified Stock Option Agreement to the extent of the
undersigned's interest (whether by community property or otherwise) in this
Nonqualified Stock Option Agreement and the shares of common stock to be
received upon exercise of this option.
Date: , 200 . ----------------------------
(print or type name)
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(Signature)
Exhibits: (1) Notice of Option Exercise
