Exhibit 4.10
INDIVIDUAL, INC.
Form of Non-Qualified Stock Option Agreement
for Non-Employee Directors
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Individual, Inc., a Delaware corporation (the "Company"), hereby
grants as of the ___ day of ___, 199__, to ________________ (the "Optionee") an
option to purchase a maximum of _________ shares of its Common Stock, par value
$.0l per share (the "Option Shares"), at the price of $________ per share, on
the following terms and conditions:
1. Grant Under 1996 Non-Employee Director Stock Option Plan. This option
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is granted pursuant to and is governed by the Company's 1996 Non-Employee
Director Stock Option Plan (the "Plan") and, unless the context otherwise
requires, terms used herein shall have the meanings assigned to them in the
Plan. Determinations made in connection with this option pursuant to the Plan
shall be governed by the Plan as it exists on the date hereof. In the event of
any conflict between this Agreement and the provisions of the Plan, the Plan
shall govern.
2. Grant as Non-Qualified Option; Other Options. This option is intended
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to be a non-qualified option (rather than an incentive stock option) granted
pursuant to Section [4(a)] [4(b)] [4.1] of the Plan, and the Board of Directors
of the Company (the "Board") 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. Exercise of Option if Service as a Director Continues. Unless sooner
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terminated pursuant to Section 4 hereof, this option shall vest in the Optionee
and thus become exercisable as follows, provided that the Optionee has
continuously served as a member of the Board through such vesting date. This
option shall expire on the date that is ten (10) years from the date this option
is granted.
(a) If this option is granted pursuant to Section 4(a) of the Plan,
such option shall vest in 36 equal monthly installments commencing on the last
day of the first full calendar month after the date of this option.
(b) If this option is granted pursuant to Section 4(b) of the Plan,
such option shall vest in 12 equal monthly installments commencing on the last
day of the first full calendar month after the date of this option.
(c) If this option is granted pursuant to Section 4.1 of the Plan,
such option shall vest as determined by the Compensation Committee of the Board.
4. Termination of Option Rights.
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(a) In the event the Optionee ceases to be a member of the Board
for any reason other than death or permanent disability, any then unexercised
portion of this option shall, to the extent not then vested, immediately
terminate and become void. The Optionee may exercise any portion of this option
that is vested but has not been exercised at the time the Optionee so ceases to
be a member of the Board within 90 days of the date the Optionee ceased to be a
member of the Board, and this option shall terminate after such 90 days have
expired.
(b) In the event that the Optionee ceases to be a member of the
Board by reason of his or her permanent disability or death, this option
shall be immediately and automatically accelerated and become fully vested,
and the Optionee (or the Optionee's personal representative, heir or legatee,
in the event of death) may exercise the unexercised portion of this option
until the scheduled expiration date of the option.
5. Exercise. To the extent then exercisable, the Optionee may exercise
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this option in whole or in part at any time and from time to time as provided by
the terms of this Agreement and the Plan, 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) would otherwise be required to be issued to permit the
Optionee to exercise completely such final installment. Any fractional share
with respect to which an installment of this option cannot be exercised because
of the limitation contained in the preceding sentence shall remain subject to
this option and shall be available for later purchase by the Optionee in
accordance with the terms hereof. There shall be no such exercise at any one
time as to fewer than one hundred (100) shares or all of the remaining shares
then purchasable by the person or persons exercising the option, if fewer than
one hundred (100) shares.
6. Payment of Price. The option price is payable in United States dollars
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and may be paid: (a) in cash or by check, or any combination of the foregoing,
equal in amount to the option price; (b) in whole or in part in shares of the
Common Stock of the Company already owned by the person or persons exercising
the option or shares subject to the option being exercised (subject to such
restrictions and guidelines as the Board may adopt from time to time), valued at
fair market value determined in accordance with the provisions of Section 5 of
the Plan; or (c) consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the proceeds from the sale
of Option Shares acquired upon exercise of this option and an authorization to
the broker or selling agent to pay that amount to the Company, which sale shall
be at the Optionee's direction at the time of exercise.
7. Method of Exercising Option. Subject to the terms and conditions of
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the Plan and this Agreement, this option may be exercised by written notice to
the Company, addressed to the Chief Financial Officer, at the principal
executive office of the Company. 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. The Company's transfer agent shall, on behalf of the Company,
prepare a certificate or certificates representing
Option Shares acquired upon exercise of this option, shall register the Optionee
(or the Optionee's personal representative, heir or legatee if this option is
being exercised pursuant to Section 4 hereof) as the owner of the Option Shares
on the books of the Company and shall cause the fully executed certificate(s)
representing such shares to be delivered to the Optionee (or the Optionee's
personal representative, heir or legatee if this option is being exercised
pursuant to Section 4 hereof) as soon as practicable after payment of the option
price in full. If a person or persons other than the Optionee exercises this
option pursuant to Section 4 hereof, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise this
option. All shares that are purchased upon the exercise of this option as
provided herein shall be fully paid and non-assessable.
8. Option Not Transferable. This option is not transferable or assignable
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except by will or by the laws of descent and distribution or pursuant to a
domestic relations order. During the Optionee's lifetime only the Optionee may
exercise this option.
9. No Obligation to Exercise Option. The grant and acceptance of this
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option imposes no obligation on the Optionee to exercise it.
10. No Rights as Stockholder until Exercise. The Optionee has no rights
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as a stockholder with respect to any of the Option Shares until a stock
certificate therefor has been issued to the Optionee and is fully paid for.
Except as is expressly provided in Section 10 of 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.
11. Capital Changes and Business Successions. It is the purpose of this
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option to encourage the Optionee to work for the best interests of the Company
and its stockholders. Since, for example, the best interests of the Company and
its stockholders 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.
12. Withholding Taxes. The Optionee hereby agrees that the Company may
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withhold from the Optionee's wages or any 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 shall reimburse the
Company on demand, in cash, for the amount underwithheld as determined by the
Company in its sole discretion.
13. Governing Law. This Agreement shall be governed by and interpreted in
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accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
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.
Individual, Inc.
8 New England Executive Park West
Burlington, Massachusetts 01803
By:
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Title:
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Optionee
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Print Name
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Street Address
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City State Zip Code