EXHIBIT 10.1
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
GRANTED PURSUANT TO THE
2000 OMNIBUS STOCK AND INCENTIVE PLAN FOR
AUTHORISZOR INC.
THIS OPTION AGREEMENT (the "Agreement"), entered into as of the Date of
Grant (as defined herein), by and between Stewart Leslie Ashton (the
"Participant") and Authoriszor Inc. (the "Corporation").
RECITALS
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 been
selected pursuant to the terms of the Plan to receive a Non-Qualified Stock
Option under the Plan;
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. A Non-Qualified Stock Option (the "Option") for a total
of 25,000 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) Exercise Price. The "Exercise Price" is $ 0.38 for
each Share.
(b) Date of Grant. This Option is granted as of July
3,2001 (the "Date of Grant").
(c) 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(a). The Option is not
intended to constitute an "incentive stock option" as
that term is used in Code section 422.
(d) Date of Exercise. The Option shall be immediately
exercisable in whole or in part according to the
provisions of the Plan.
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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:
(a) the 10-year anniversary of the Date of Grant;
(b) if the Participant's Date of Termination occurs by
reason of death, Disability or Retirement, the
one-year anniversary of such Date of Termination;
(c) if the Participant's Date of Termination occurs by
reason, in whole or in material part, for Cause, on
such Date of Termination; or
(d) 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, be giving written
notice (a `'Cancellation Notice") to the Participant prior to the
consummation of any transaction described in Section 3(b)(i) or
3(b)(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 stockholder approval of such transaction.
(i) Any transaction (which shall include a series of
related transactions occurring within 60 days or
occurring pursuant to a plan) that has the result
that stockholders of the Corporation before such
transactions cease to own at least 51% of (x) any
entity that results from the participation of the
Corporation in a reorganization, consolidation,
merger, liquidation or any other form of corporate
transaction. (ii) A sale, exchange or other
disposition of all or substantially all 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.
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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
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(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: /s/ Paul Ayres
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Name Paul Ayres
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.
/s/ Stewart Leslie Ashton
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Stewart Leslie Ashton