APROPOS TECHNOLOGY, INC.
One Tower Lane, Suite 2850
Oakbrook Terrace, IL 60181-4622
EXHIBIT 4.2
APROPOS TECHNOLOGY, INC.
FORM OF
NONQUALIFIED STOCK OPTION
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THIS NONQUALIFIED STOCK OPTION, dated as of , 200 , is granted by APROPOS
TECHNOLOGY, INC., an Illinois corporation ("APROPOS"), to (the "DIRECTOR")
pursuant to, and subject to the terms and conditions of, the Apropos Technology,
Inc. 2000 Omnibus Incentive Plan, as Amended and Restated (the "PLAN"). Terms
used but not defined herein shall have the meanings ascribed to them in the
Plan.
5. OPTION GRANT
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Apropos hereby grants to the Director an option to purchase a total of Apropos
common shares at an option price of $__ per share, being not less than 100% of
the fair market value per common share on the date hereof, and being the closing
price per Apropos common share as reported on Nasdaq for the last trading day
preceding the date hereof.
6. VESTING AND EXERCISE
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In the event that the Director stands for election, and is elected at the 2005
Annual Meeting of Shareholders of Apropos, this option shall vest (and to the
extent vested may be exercised in whole or in part, at any time and from time to
time, subject to the terms hereof) during the Director's service on the Board of
Directors of Apropos ("BOARD SERVICE") to a maximum cumulative extent of 25% of
the total shares covered hereby on and after the last day of the first fiscal
quarter of 200 (__ shares as of March 31, 200__); 50% of the total shares
covered hereby on and after the last day of the second fiscal quarter
(___ shares as of June 30, 200 ); 75% of the total shares covered hereby on and
after the last day of the third fiscal quarter following the fiscal quarter in
which the option was granted ( shares as of September 30, 200 ); and shall be
fully vested and exercisable on and after the last day of the third fiscal
quarter following the fiscal quarter in which the option was granted (__ shares
as of December 31, 200__).
If Director's Board Service terminates following either (i) a Corporate
Transaction (as defined in paragraph 6 hereof) in which this option is not
continued, assumed or substituted for, or (ii) Director's permanent total
disability or death, the remaining shares covered by this option shall vest and
become fully exercisable.
7. EXERCISE FOLLOWING TERMINATION OF BOARD SERVICE
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Notwithstanding anything contained herein to the contrary, this option may not
be exercised (and shall terminate and be of no further force or effect):
(a) more than three months after the termination of Board Service
(including Board Service with a Successor as provided in paragraph 6
below) for any reason, other than retirement, permanent total
disability or death;
(b) more than six months after termination of Board Service by reason
of retirement or permanent total disability;
(c) more than one year after death or more than six months after death,
if Board Service was previously terminated and the option was
exercisable at the time of death; or
(d) more than ten years from the date hereof;
and in each case only to the extent vested and exercisable on the date of
termination of Board Service.
For purposes of this option, retirement shall mean termination of Board Service
after the Director has attained age 55 and completed at least five years of
Board Service. Permanent total disability shall be determined in accordance with
the established policies of Apropos as determined by the Committee.
8. METHOD OF EXERCISE
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This option may be exercised only by written notice delivered to the Secretary
of Apropos and accompanied by:
(a) a check payable to the order of Apropos for the full purchase price
of the shares purchased; and
(b) such other documents or representations as Apropos may reasonably
request in order to comply with securities, tax or other applicable
laws.
At the sole discretion of the Committee, payment of the purchase price may be
made in whole or in part by the delivery of common shares owned by the Director
for at least six months, valued at fair market value on the date of exercise, or
by execution and delivery of a promissory note containing terms and conditions
established by the Committee.
This option may not be exercised for less than 100 shares, except in a case
where the number of shares represented by the option is less than 100, in which
case the option shall not be exercised for less than all of the shares subject
to the option.
9. NON-TRANSFERABILITY; DEATH
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This option is not transferable by the Director, otherwise than by will or the
laws of descent and distribution, and is exercisable during the Director's
lifetime only by the Director. Following Director's death, this option may be
exercised in accordance with its terms by the Director's estate or the person to
whom the option passes by will or the laws of descent and distribution, but only
(a) within the period permitted under paragraph 3(c) hereof after the Director's
death or (b) ten years from the date hereof, whichever period is shorter. At the
sole discretion of the Committee, this option may be transferred by the Director
to members of the Director's immediate family or trusts or family partnerships
for the benefit of the Director or family members, subject to terms and
conditions established by the Committee.
10. CORPORATE TRANSACTIONS
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In the event of either (a) a merger, consolidation, share exchange or similar
transaction involving Apropos or (b) the sale or transfer of substantially all
of Apropos' assets (each a "CORPORATE TRANSACTION"), this option may be
continued by Apropos or assumed or substituted for by the resulting, surviving
or purchasing entity ("SUCCESSOR"), at the option of Apropos or the Successor,
as long as, in the case of a Successor (i) the Director serves on the board of
directors or similar governing body of the Successor and (ii) the aggregate
intrinsic value (difference between per share value and exercise price) of any
option issued by a Successor is not less than the aggregate intrinsic value of
this option on the effective date of the Corporate Transaction and the vesting
provisions, rights to exercise, remaining option period, and other significant
provisions remain the same. In each such case, this option (as continued,
assumed or substituted) shall continue to vest and be exercisable in accordance
with its terms. The term Board Service shall include service on the board of
directors or similar governing body of any Sucessor.
In the event Apropos does not elect to continue this option or that the
Successor does not agree to assume or substitute for this option following a
Corporate Transaction, Apropos shall so notify the Director and this (subject to
the condition that the Corporate Transaction is consummated) option shall vest
and become fully exercisable thirty days prior to the scheduled effective date
of the Corporate Transaction and shall terminate on the effective date of the
Corporate Transaction with any exercise to occur immediately prior to the
effective time of the Corporation Transaction.
In the event this option is continued, assumed or substituted for following a
Corporate Transaction and Director's Board Service is terminated by Apropos or
the Successor less than 6 months after the effective date of the Corporate
Transaction, this option (as continued, assumed or substituted) shall become
fully vested and exercisable upon the date of termination of employment.
Except as expressly provided in this option and notwithstanding anything to the
contrary in the Plan, a Change in Control shall not accelerate vesting of this
option or have any other effect on the terms or conditions of this option
IN WITNESS WHEREOF, Apropos has caused the execution hereof by its duly
authorized officer and Director has agreed to the terms and conditions of this
option, all as of the date first above written.
APROPOS TECHNOLOGY, INC.
By:
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Its
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