EXHIBIT (D)(4)
STOCK INCENTIVE PLAN
OF
SOFTWARE ARCHITECTS INTERNATIONAL, LIMITED
Stock Option Agreement
(EMPLOYEES)
THIS AGREEMENT (the "Agreement"), made the ____ day of ______________,
_____, between CLARUS CORPORATION, a Delaware corporation (the "Corporation"),
and _________________________________, an employee of the Corporation or a
related entity (the "Participant");
R E C I T A L S :
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In furtherance of the purposes of the Stock Incentive Plan of Software
Architects International, Limited, as amended and restated (the "Plan"), the
Corporation and the Participant hereby agree as follows:
1. Incorporation of Plan. The rights and duties of the Corporation
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and the Participant under this Agreement shall in all respects be subject to and
governed by the provisions of the Plan, the terms of which are incorporated
herein by reference. In the event of any conflict between the provisions in the
Agreement and those of the Plan, the provisions of the Plan shall govern. Unless
otherwise defined herein, capitalized terms in this Agreement shall have the
same definitions as set forth in the Plan.
2. Grant of Option; Term of Option. The Corporation hereby grants to
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the Participant pursuant to the Plan, as a matter of separate inducement and
agreement in connection with his employment or service to the Corporation, and
not in lieu of any salary or other compensation for his services, the right and
Option (the "Option") to purchase all or any part of an aggregate of
_______________ (_________) shares (the "shares") of the common stock (the
"Common Stock") of the Corporation, at a purchase price (the "option price") of
_____________________________ ($__________) per share. Except as otherwise
provided in the Plan, the Option will expire if not exercised in full before
______________, ____.
3. Exercise of Option. The Option shall become exercisable on the
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date or dates set forth on Schedule A attached hereto. To the extent that an
Option which is exercisable is not exercised, such Option shall accumulate and
be exercisable by the Participant in whole or in part at any time prior to
expiration of the Option, subject to the terms of the Plan. Upon the exercise
of an Option in whole or in part and payment of the option price in accordance
with the provisions of this Agreement, the Corporation shall as soon thereafter
as practicable deliver to the Participant a certificate or certificates for the
shares purchased. Payment of the option price may be made in the form: (i)
cash; (ii) delivery (by either actual delivery or attestation) of shares of
Common Stock owned by the Participant at the time of exercise for a period of at
least six months and otherwise acceptable to the Administrator; (iii) delivery
of written notice of exercise to the Corporation and delivery to a broker of
written notice of exercise and irrevocable instructions to promptly deliver to
the Corporation the amount of sale or loan proceeds to pay the option price; or
(iv) a combination of the foregoing methods. Shares delivered in payment of the
option price shall be valued at their fair market value on the date of exercise,
as determined by the Committee by applying the provisions of the Plan.
4. No Right of Continued Employment. Nothing contained in this
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Agreement or the Plan shall confer upon the Participant any right to continue in
the employment or service of the Corporation or a related entity or interfere
with the right of the Corporation or a related entity to terminate the
Participant's employment or service at any time. Except as otherwise expressly
provided in the Plan, all rights of the Participant under the Plan with respect
to the unexercised portion of his Option shall terminate upon termination of the
employment of the Participant with the Corporation or a related entity.
5. Nontransferability of Option. The Option shall not be
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transferable other than by will or the laws of intestate succession, except as
may be permitted by the Administrator of the Plan in accordance with applicable
legal requirements, including, but not limited to, applicable securities and tax
law provisions. Except as may be permitted
by the preceding sentence, this Option shall be exercisable during the
Participant's lifetime only by the Participant or by his guardian or legal
representative. The designation of a beneficiary does not constitute a transfer.
6. Superseding Agreement; Binding Effect. This Agreement supersedes
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any statements, representations or agreements of the Corporation with respect to
the grant of the Options or any related rights, and the Participant hereby
waives any rights or claims related to any such statements, representations or
agreements. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective executors, administrators, next-of-
kin, successors and assigns.
7. Governing Law. Except as otherwise provided in the Plan or
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herein, this Agreement shall be construed and enforced according to the laws of
the State of Delaware, without regard to the conflict of laws provisions of any
state.
8. Amendment and Termination; Waiver. Subject to the terms of the
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Plan, this Agreement may be modified or amended only by the written agreement of
the parties hereto. The waiver by the Corporation of a breach of any provision
of the Agreement by the Participant shall not operate or be construed as a
waiver of any subsequent breach by the Participant.
9. No Rights as Stockholder. The Participant or his legal
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representative, legatees or distributees shall not be deemed to be the holder of
any shares subject to the Option and shall not have any rights of a stockholder
unless and until certificates for such shares have been issued and delivered to
him or them.
10. Withholding. The Participant acknowledges that the Corporation
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shall require the Participant to pay the Corporation the amount of any federal,
state, local or other tax or other amount required by any governmental authority
to be withheld and paid over by the Corporation to such authority for the
account of the Participant, and the Participant agrees, as a condition to the
grant of the Option, to satisfy such obligations.
11. Administration. The authority to construe and interpret this
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Agreement and the Plan, and to administer all aspects of the Plan, shall be
vested in the Committee (as such term is defined in the Plan), and the Committee
shall have all powers with respect to this Agreement as are provided in the
Plan. Any interpretation of the Agreement by the Committee and any decision
made by it with respect to the Agreement is final and binding.
12. Notices. Except as may be otherwise provided by the Plan, any
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written notices provided for in this Agreement or the Plan shall be in writing
and shall be deemed sufficiently given if either hand delivered or if sent by
fax or overnight courier, or by postage paid first class mail. Notices sent by
mail shall be deemed received three business days after mailed but in no event
later than the date of actual receipt. Notices shall be directed, if to the
Participant, at the Participant's address indicated by the Corporation's
records, or if to the Corporation, at the Corporation's principal office.
13. Severability. The provisions of this Agreement are severable and
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if any one or more provisions may be determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall nevertheless
be binding and enforceable.
14. Restrictions on Shares. The Corporation may impose such
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restrictions on any shares issued pursuant to the exercise of the Option as it
may deem advisable, including without limitation restrictions under any
applicable securities laws, the requirements of any stock exchange or similar
organization and any state or local securities laws applicable to such shares.
Notwithstanding any other provision in the Plan or the Agreement to the
contrary, the Corporation shall not be obligated to issue, deliver or transfer
shares of Common Stock, to make any other distribution of benefits, or to take
any other action, unless such delivery, distribution or action is in compliance
with all applicable laws, rules and regulations (including, but not limited to,
the requirements of applicable securities laws). The Corporation may cause a
restrictive legend to be placed on any certificate issued pursuant to the
exercise of the Option in such form as may be prescribed from time to time by
applicable laws and regulations or as may be advised by legal counsel.
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IN WITNESS WHEREOF, this Agreement has been executed in behalf of the
Corporation and by the Participant effective as of the day and year first above
written.
CLARUS CORPORATION
By:__________________________
Name:________________________
Title:_______________________
Attest:
______________________________
Secretary
[Corporate Seal]
PARTICIPANT
_____________________________(SEAL)
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STOCK INCENTIVE PLAN
OF
SOFTWARE ARCHITECTS INTERNATIONAL, LIMITED
STOCK OPTION AGREEMENT
(EMPLOYEES)
SCHEDULE A
Date Option granted: ___________________, _______.
Date Option expires: ___________________, _______.
Number of shares subject to Option: _______ shares.
Option price (per share): $________.
Date Installment Number of Shares
First Exercisable in Installment
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