NON-QUALIFIED STOCK OPTION AGREEMENT
GRANTED PURSUANT TO THE
2000 OMNIBUS STOCK AND INCENTIVE PLAN FOR
AUTHORISZOR INC.
THIS OPTION AGREEMENT (the "Agreement") is entered into as of the Date
of Grant (as defined herein), by and between ____________ (the "Participant")
and Authoriszor Inc. (the "Corporation").
RECITALS
WHEREAS, the Corporation's wholly owned subsidiary, Authoriszor
Holdings Limited ("AHL"), has proposed to increase its ownership in WRDC Ltd.
("WRDC") from 25.1% to 66.4% (on a fully diluted basis), to subscribe for
additional shares of capital stock of WRDC and to purchase all of the
outstanding capital stock of WRDC not already owned by AHL no later than January
1, 2002 pursuant to and upon the terms and conditions contained in that certain
Stock Purchase Agreement and the Subscription Agreement (collectively, the
"Transaction Documents"), each dated as of May 4, 2001;
WHEREAS, in consideration of the execution of the Transaction Documents
by the Corporation and AHL, the undersigned holder of options ("WRDC Options")
to purchase shares of WRDC capital stock ("WRDC Shares") has agreed to exchange
the WRDC Options for options to purchase shares of the Corporation's common
stock, par value $.01 per share, upon the terms and in accordance with the
conditions contained herein;
WHEREAS, by execution of this Agreement, the Participant terminates any
and all rights such Participant has with respect to the WRDC Options to purchase
the WRDC Shares; and
WHEREAS, the Corporation has adopted the 2000 Omnibus Stock and
Incentive Plan of Authoriszor Inc. (the "Plan"), which is incorporated by
reference into and forms a part of this Agreement, and the Participant has
elected in connection with the Transaction Documents to receive a Non-Qualified
Stock Option under the Plan in exchange for the termination of the WRDC Options
to purchase the WRDC Shares;
NOW, THEREFORE, IT IS AGREED, by and between the Corporation and the
Participant as follows:
1. Definitions. Terms otherwise not defined herein shall have the
meaning ascribed to them in the
Plan.
2. Terms of Award. Subject to Section 2(a) below, a Non-Qualified Stock
Option (the "Option") for a total of _______ shares ("Shares") of common stock,
par value $0.01 per share, of the Corporation, is hereby granted to the
Participant at the exercise price determined as provided in, and in all respects
subject to the terms, definitions and provisions of, the Plan in consideration
for the Participant's service to the Corporation and to provide incentive to the
Participant to continue service to the Corporation:
(a) WRDC Option Cancellation. The Participant hereby
acknowledges that all WRDC Options to purchase the WRDC Shares held by
such Participant have been terminated and/or cancelled and are no
longer in force or effect.
(b) Exercise Price. The "Exercise Price" is $_____ for each
Share.
(c) Date of Grant. This Option is granted as of May 4, 2001
(the "Date of Grant").
(d) Award and Exercise Price. This Agreement specifies the
terms of the Option granted to the Participant to purchase the Shares
at the Exercise Price per share as set forth in Section 2(b). The
Option is not intended to constitute an "incentive stock option" as
that term is used in Code section 422.
(e) Date of Exercise.
(i) The Option shall be exercisable in whole or in
part according to the provisions of the Plan at the time after
the Date of Grant.
(ii) Notwithstanding the foregoing provisions of this
Section 2, the Option shall become exercisable with respect to
all of the Shares (to the extent it is not then otherwise
exercisable) in the event the Corporation issues a
Cancellation Notice (as defined in Section 3(b) hereof) with
respect to a transaction, and such transaction is consummated.
3. Expiration.
(a) The Option shall not be exercisable after the
Corporation's close of business on the last business day that occurs
prior to the Expiration Date. The "Expiration Date" shall be earliest
to occur of:
(i) the 10-year anniversary of the Date of Grant;
(ii) if the Participant's Date of Termination occurs
by reason of death, Disability or Retirement, the one-year
anniversary of such Date of Termination;
(iii) if the Participant's Date of Termination occurs
by reason, in whole or in material part, for Cause, on such
Date of Termination; or
(iv) if the Participant's Date of Termination occurs
for reasons other than death, Disability, Cause or Retirement,
90 days after such Date of Termination.
(b) The Corporation in its sole discretion may, by giving
written notice (a "Cancellation Notice") to the Participant prior to
the consummation of any of the transactions described in Section
3(b)(i) or (ii) below cancel, effective upon the date of the
consummation of any such transactions, all or any portion of this
Option that remains unexercised on such date. Such Cancellation Notice
shall be given to the Participant a reasonable period of time (but not
less than 15 days) prior to the effective date of such cancellation,
and may be given either before or after stock holder approval of such
transaction.
(i) the Corporation has a change of ownership of more
than 50% in a single transaction or a series of related
transactions; or
(ii) the sale, exchange or other disposition of all
or substantially all of the property and assets of the
Corporation to an unaffiliated third party.
4. Method of Exercise. This Option shall be exercisable by a written
notice delivered to the Corporation that shall:
(a) state the election to exercise the Option and the number
of Shares in respect of which it is being exercised; and
(b) be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person or
persons other than the Participant, be accompanied by proof,
satisfactory to the Corporation, of the right of such person or persons
to exercise the Option.
5. Payment. The exercise price of any Shares purchased shall be paid
solely in cash, by certified or cashier's check, by money order, with Shares
owned by the Participant for at least six (6) months (provided that at the time
of exercise the Committee in its sole discretion does not prohibit the exercise
of Options through the delivery of already-owned Shares) or by a combination of
the above; provided, however, that the Committee in its sole discretion may
accept a personal check in full or partial payment of any Shares. If the
exercise price is paid in whole or in part with Shares, the value of the Shares
surrendered shall be their Fair Market Value on the date received by the
Corporation. Any Shares delivered in satisfaction of all or a portion of the
exercise price shall be appropriately endorsed for transfer and assignment to
the Corporation.
6. Withholding. The Participant shall make satisfactory arrangements
for the withholding of any amounts necessary for withholding in accordance with
applicable Federal or state income tax laws.
7. Market Stand-Off. The Participant hereby agrees that, if so
requested by the Corporation or any representative of the underwriters in
connection with any registration of the offering (the "Offering") of any
securities of the Corporation under the Securities Act of 1933, as amended (the
"Securities Act"), the Participant shall not sell or otherwise transfer any
Shares or other securities of the Company during the 180-day period (or such
other period as may be requested in writing by the managing underwriter with
respect to the Offering and agreed to in writing by the Company) (the "Market
Standoff Period") following the effective date of a registration statement of
the Company filed under the Securities Act. Such restriction shall apply only to
the first registration statement of the Company to become effective under the
Securities Act after the effective date of the Plan that includes securities to
be sold on behalf of the Company to the public in an underwritten public
offering under the Securities Act. The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such Market Standoff Period.
8. Issuance of Shares. No person shall be, or have any of the rights or
privileges of, a stockholder of the Corporation with respect to any of the
Shares subject to an Option unless and until certificates representing such
Shares shall have been issued and delivered to such person. As a condition of
any issuance of a certificate for Shares, the Committee may obtain such
agreements or undertakings, if any, as it may deem necessary or advisable to
assure compliance with any provision of the Plan, the agreement evidencing the
Option or any law or regulation including, but not limited to, the following:
(a) A representation, warranty or agreement by the Participant
to the Corporation at the time any Option is exercised that he or she
is acquiring the Shares to be issued to him or her for investment and
not with a view to, or for sale in connection with, the distribution of
any such Shares; and
(b) A representation, warranty or agreement to be bound by any
legends that are, in the opinion of the Committee, necessary or
appropriate to comply with the provisions of any securities laws deemed
by the Committee to be applicable to the issuance of the Shares and are
endorsed upon the Share certificates.
9. Surrender of Option. Upon exercise of this Option in part, if
requested by the Corporation, the Participant shall deliver this Option and any
other written agreements executed by the Corporation and the Participant with
respect to this Option to the Corporation who shall endorse or cause to be
endorsed thereon a notation of such exercise and return all agreements to the
Participant.
10. Transferability of Option. The Option is not transferable other
than as designated by the Participant by will or by the laws of descent and
distribution, and during the Participant's life, may be exercised only by the
Participant.
11. Administration. The Plan and this Option shall be administered by
the Committee as provided for and described in the Plan.
AUTHORISZOR INC.
By:
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Name Xxxx Xxxxx
Title: Chief Executive Officer and President
Participant acknowledges receipt of a copy of the Plan, and represents
that Participant is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all the terms and provisions of the Plan.
Participant hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee (as defined in the Plan) upon any
questions arising under the Plan.
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Participant
