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Form of Stock Option Agreements to be issued pursuant
to the 1997 Stock Option Plan Company
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EXHIBIT 4(B)
[NSO GRANT FORM]
Workforce Systems Corp.
7777 Glades Road, Suite 211
Boca Raton, Florida 33434
Date: __________
____________________
____________________
____________________
Dear __________:
The Board of Directors of Workforce Systems Corp. (the "Corporation") is
pleased to award you an Option pursuant to the provisions of the Workforce
Systems Corp. 1997 Stock Option Plan (the "Plan"). This letter will describe the
Option granted to you. Attached to this letter is a copy of the Plan. The terms
of the Plan also set forth provisions governing the Option granted to you.
Therefore, in addition to reading this letter you should also read the Plan.
Your signature on this letter is an acknowledgment to us that you have read and
understand the Plan and that you agree to abide by its terms. All terms not
defined in this letter shall have the same meaning as in the Plan.
1. TYPE OF OPTION. You are granted an NSO. Please see in particular
Section 11 of the Plan.
2. RIGHTS AND PRIVILEGES. Subject to the conditions hereinafter set
forth, we grant you the right to purchase __________ shares of Stock at
$__________ per share.
3. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.
4. METHOD OF EXERCISE. The Options shall be exercised by written notice
to the Chairman of the Board of Directors at the Corporation's principal place
of business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make delivery of the shares of
Stock subject to the conditions described in Section 13 of the Plan.
5. TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
(a) __________, 199_, being __________ years from the date of
grant pursuant to the provisions of Section 2 of this Agreement; or
(b) The expiration of three months following the date your
employment terminates with the Corporation and any of its subsidiaries included
in the Plan for any reason, other than by reason of death or permanent
disability. As used herein, "permanent disability" means your inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months; or
(c) The expiration of 12 months following the date your employment
terminates with the Corporation and any of its subsidiaries included in the
Plan, if such employment termination occurs by reason of your death or by reason
of your permanent disability (as defined above).
6. SECURITIES LAWS.
The Option and the shares of Stock underlying the Option have not
been registered under the Securities Act of 1933, as amended (the "Act"). The
Corporation has no obligations to ever register the Option or the shares of
Stock underlying the Option. All shares of Stock acquired upon the exercise of
the Option shall be "restricted securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the shares shall bear an
appropriate legend restricting their transfer. Such shares cannot be sold,
transferred, assigned or otherwise hypothecated without registration under the
Act or unless a valid exemption from registration is then available under
applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the
Corporation that such registration is not required.
7. BINDING EFFECT. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.
2
8. DATE OF GRANT. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.
Very truly yours,
By:_______________________________
President
AGREED AND ACCEPTED:
_________________________
3
[ALTERNATIVE NSO GRANT FORM]
OPTION TO PURCHASE
------------------
COMMON STOCK
------------
OF
--
WORKFORCE SYSTEMS CORP.
-----------------------
This is to certify that __________________ ("Optionee") is entitled,
subject to the terms and conditions hereinafter set forth, to purchase
___________ shares of Common Stock, par value $.001 per share (the "Common
Shares"), of Workforce Systems Corp., a Florida corporation (the "Company"),
from the Company at the price per share and on the terms set forth herein and to
receive a certificate for the Common Shares so purchased on presentation and
surrender to the Company with the subscription form attached, duly executed and
accompanied by payment of the purchase price of each share purchased either in
cash or by certified or bank cashier's check or other check payable to the order
of the Company.
The purchase rights represented by this Option are exercisable commencing
on the date hereof through and including ___________________ at a price per
Common Share of $_____.
The purchase rights represented by this Option are exercisable at the
option of the registered owner hereof in whole at any time, or in part from time
to time, within the period specified; provided, however, that such purchase
rights shall not be exercisable with respect to a fraction of a Common Share. In
case of the purchase of less than all the Common Shares purchasable under this
Option, the company shall cancel this Option on surrender hereof and shall
execute and deliver a new Option of like tenor and date for the balance of the
Common Shares purchasable hereunder.
The Company agrees at all times to reserve or hold available a sufficient
number of Common Shares to cover the number of shares issuable on exercise of
this and all other Options of like tenor then outstanding.
This Option shall not entitle the holder hereof to any voting rights or
other rights as a stockholder of the Company, or to any other rights whatever
except the rights herein expressed and such as are set forth, and no dividends
shall be payable or accrue in respect of this Option or the interest represented
hereby or the Common Shares purchasable hereunder until or unless, and except to
the extent that, this Option shall be exercised.
In the event that the outstanding Common Shares hereafter are changed into
or exchanged for a different number or kind of shares or other securities of the
Company or of another corporation by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend:
(a) The aggregate number and kind of Common Shares subject to this
Option shall be adjusted appropriately;
(b) Rights under this Option, both as to the number of subject Common
Shares and the Option price, shall be adjusted appropriately; and
(c) Where dissolution or liquidation of the Company or any merger or
combination in which the Company is not a surviving corporation is involved,
this Option shall terminate, but the registered owner of this Option shall have
the right, immediately prior to such dissolution, liquidation, merger or
combination, to exercise the Option in whole or in part to the extent that it
shall not have been exercised.
The Optionee shall have the right to exercise all or a portion of this
Option as follows:
(a) At any time and from time to time on or prior to the expiration
date, by surrendering at the principal office of the Company this Option and by
paying the exercise price by check or wire transfer to the Company as to the
number of Common Shares as to which the Option is being exercised (the "Exercise
Amount") and receiving in exchange therefor the number of Common Shares equal to
the Exercise Amount; and/or
(b) At any time and from time to time on or prior to the expiration
date, by surrendering at the principal office of the Company this Option and
receiving in exchange therefor the number of Common Shares equal to the product
of the Exercise Amount multiplied by a fraction, the numerator of which is the
market price less the exercise price and the denominator of which is such market
price. The market price shall be equal to the average closing price of the
Common Shares for the five trading days preceding the notice of exercise; and/or
(c) At any time and from time to time on or prior to the expiration
date, by surrendering at the principal office of the Company this Option and by
surrendering Common Shares of the Company valued at the market price, as
determined above, and receiving in exchange therefor the number of Common Shares
equal to the Exercise Amount.
(d) The Optionee may use one or more of the methods of exercise outlined
above when exercising this Option.
The foregoing adjustments and the manner of application of the foregoing
provisions may provide for the elimination of fractional share interests.
2
The Option and all rights hereunder shall not be transferable otherwise
than by will or the laws of descent and distribution.
The Company shall not be required to issue or deliver any certificate for
Common Shares purchased on exercise of this Option or any potion thereof prior
to fulfillment of all the following conditions:
(a) The completion of any required registration or other qualification
of such shares under any federal or state law or under the rulings or
regulations of the Securities and Exchange Commission or any other government
regulatory body which is necessary;
(b) The obtaining of any approval or other clearance from any federal or
state government agency which is necessary;
(c) The obtaining from the registered owner of the Option a
representation in writing, as required, that the owner is acquiring such Common
Shares for the owner's own account for investment and not with a view to, or for
sale in connection with, the distribution of any part thereof, if the Options
and the related shares have not been registered under the Securities Act of
1933, as amended (the "Act"); and
(d) The placing on the certificate, as required, of an appropriate
legend and the issuance of stop transfer instructions in connection therewith if
this Option and the related shares have not been registered under the Act to the
following effect:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE
AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION
PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY
THE SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE BEEN
ACQUIRED FOR PURPOSES OF INVESTMENT AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION.
FURTHERMORE, NO OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO
TAKE PLACE WITHOUT THE PRIOR WRITTEN APPROVAL OF COUNSEL OF THE
ISSUER BEING AFFIXED TO THIS CERTIFICATE. THE TRANSFER AGENT HAS
BEEN ORDERED TO EXECUTE TRANSFERS OF THIS CERTIFICATE ONLY IN
ACCORDANCE WITH THE ABOVE INSTRUCTIONS."
IN WITNESS WHEREOF, the Company has caused this Option to be executed by
the signature of its duly authorized officer.
Workforce Systems Corp.
By:_____________________________
Its: President
Dated:_____________________
3
SUBSCRIPTION FORM
(To be executed by the registered holder to exercise the rights to
purchase Common Shares evidenced by the within Option.)
Workforce Systems Corp.
7777 Glades Road, Suite 211
Boca Raton, Florida 33434
The undersigned hereby irrevocably subscribes for ____________ Common
Shares pursuant to and in accordance with the terms and conditions of this
Option, and herewith makes payment of $________ therefor, and requests that a
certificate for such Common Shares be issued in the name of the undersigned and
be delivered to the undersigned at the address stated below, and if such number
of shares shall not be all of the shares purchasable hereunder, that a new
Option of like tenor for the balance of the remaining Common Shares purchasable
hereunder shall be delivered to the undersigned at the address stated below.
Dated:___________________ Signed:____________________________________
Address: ______________________________
______________________________
______________________________
4
[ISO GRANT FORM]
Date: ________________
Workforce Systems Corp.
7777 Glades Road, Suite 211
Boca Raton, Florida 33434
__________________
__________________
__________________
Dear _______________:
The Board of Directors of Workforce Systems Corp. (the "Corporation") is
pleased to award you an Option pursuant to the provisions of the Workforce
Systems Corp. 1997 Stock Option Plan (the "Plan"). This letter will describe the
Option granted to you. Attached to this letter is a copy of the Plan. The terms
of the Plan also set forth provisions governing the Option granted to you.
Therefore, in addition to reading this letter you should also read the Plan.
Your signature on this letter is an acknowledgment to us that you have read and
under-stand the Plan and that you agree to abide by its terms. All terms not
defined in this letter shall have the same meaning as in the Plan.
1. TYPE OF OPTION. You are granted an ISO. Please see in particular
Section 11 of the Plan.
2. RIGHTS AND PRIVILEGES. Subject to the conditions hereinafter set
forth, we grant you the right to purchase __________ shares of Stock at
$__________ per share, the current fair market value of a share of Stock.
3. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.
4. METHOD OF EXERCISE. The Options shall be exercised by written notice
to the Chairman of the Board of Directors at the Corporation's principal place
of business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make delivery of the shares of
Stock subject to the conditions described in Section 13 of the Plan.
5. TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
5
(a) _____________, 199___, being __________ years from the date of
grant pursuant to the provisions of Section 2 of this Agreement; or
(b) The expiration of thirty (30) days following the date your
employment terminates with the Corporation and any of its subsidiaries included
in the Plan for any reason, other than by reason of death or permanent
disability. As used herein, "permanent disability" means your inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months; or
(c) The expiration of 12 months following the date your employment
terminates with the Corporation and any of its subsidiaries included in the
Plan, if such employment termination occurs by reason of your death or by reason
of your permanent disability (as defined above).
6. SECURITIES LAWS.
The Option and the shares of Stock underlying the Option have not
been registered under the Securities Act of 1933, as amended (the "Act"). The
Corporation has no obligations to ever register the Option or the shares of
Stock underlying the Option. All shares of Stock acquired upon the exercise of
the Option shall be "restricted securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the shares shall bear an
appropriate legend restricting their transfer. Such shares cannot be sold,
transferred, assigned or otherwise hypothecated without registration under the
Act or unless a valid exemption from registration is then available under
applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the
Corporation that such registration is not required.
7. BINDING EFFECT. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.
6
8. DATE OF GRANT. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.
Very truly yours,
By:_______________________________
Name: ____________________________
Its: President
AGREED AND ACCEPTED:
_________________________
7
[NSO GRANT FORM
WITH RELOAD OPTIONS]
Workforce Systems Corp.
7777 Glades Road, Suite 211
Boca Raton, Florida 33434
Date: __________
_____________________
_____________________
_____________________
Dear __________:
The Board of Directors of Workforce Systems Corp. (the "Corporation") is
pleased to award you an Option pursuant to the provisions of the Workforce
Systems Corp. 1997 Stock Option Plan (the "Plan"). This letter will describe the
Option granted to you. Attached to this letter is a copy of the Plan. The terms
of the Plan also set forth provisions governing the Option granted to you.
Therefore, in addition to reading this letter you should also read the Plan.
Your signature on this letter is an acknowledgment to us that you have read and
understand the Plan and that you agree to abide by its terms. All terms not
defined in this letter shall have the same meaning as in the Plan.
1. TYPE OF OPTION. You are granted an NSO. Please see in particular
Section 11 of the Plan.
2. RIGHTS AND PRIVILEGES.
(a) Subject to the conditions hereinafter set forth, we grant you
the right to purchase __________ shares of Stock at $__________ per share.
(b) In addition to the Option granted hereby (the "Underlying
Option"), the Corporation will grant you a reload option (the "Reload Option")
as hereinafter provided. A Reload Option is hereby granted to you if you acquire
shares of Stock pursuant to the exercise of the Underlying Option and pay for
such shares of Stock with shares of Common Stock of the Corporation already
owned by you (the "Tendered Shares"). The Reload Option grants you the right to
purchase shares of Stock equal in number to the number of Tendered Shares. The
date on which the Tendered Shares are tendered to the Corporation in full or
partial payment of the purchase price for the shares of Stock acquired pursuant
to the exercise of the Underlying Option is the Reload Grant Date. The exercise
price of the Reload Option is the fair market value of the Tendered Shares on
the Reload Grant Date. The fair market value of the Tendered Shares shall be the
low closing bid price per share of the Corporation's Common Stock on the Reload
Grant Date. The Reload Option shall vest equally over a period of __________
(___) years, commencing on the first anniversary of the Reload Grant Date, and
on each anniversary of the Reload Grant Date thereafter; however, no Reload
Option shall vest in any calendar year if it would allow you to purchase for the
first time in that calendar year shares of Stock with a fair market value in
excess of $100,000, taking into account ISOs previously granted to you. The
Reload Option shall expire on the earlier of (i) __________ (___) years from the
Reload Grant Date, or (ii) in accordance with Paragraph 5(b), or (iii) in
accordance with Paragraph 5(c) as set forth herein. If vesting of the Reload
Option is deferred, then the Reload Option shall vest in the next calendar year,
subject, however, to the deferral of vesting previously provided. Except as
provided herein the Reload Option is subject to all of the other terms and
provisions of this Agreement governing Options.
3. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.
4. METHOD OF EXERCISE. The Options shall be exercised by written notice
to the Chairman of the Board of Directors at the Corporation's principal place
of business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make delivery of the shares of
Stock subject to the conditions described in Section 13 of the Plan.
5. TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
(a) __________, 199_, being __________ years from the date of
grant pursuant to the provisions of Section 2 of this Agreement; or
(b) The expiration of three months following the date your
employment terminates with the Corporation and any of its subsidiaries included
in the Plan for any reason, other than by reason of death or permanent
disability. As used herein, "permanent disability" means your inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months; or
(c) The expiration of 12 months following the date your employment
terminates with the Corporation and any of its subsidiaries included in the
Plan, if such employment termination occurs by reason of your death or by reason
of your permanent disability (as defined above).
2
6. SECURITIES LAWS.
The Option and the shares of Stock underlying the Option have not
been registered under the Securities Act of 1933, as amended (the "Act"). The
Corporation has no obligations to ever register the Option or the shares of
Stock underlying the Option. All shares of Stock acquired upon the exercise of
the Option shall be "restricted securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the shares shall bear an
appropriate legend restricting their transfer. Such shares cannot be sold,
transferred, assigned or otherwise hypothecated without registration under the
Act or unless a valid exemption from registration is then available under
applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the
Corporation that such registration is not required.
7. BINDING EFFECT. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.
8. DATE OF GRANT. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.
Very truly yours,
By:_______________________________
Name: ____________________________
Its: President
AGREED AND ACCEPTED:
______________________
3