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EXHIBIT 10.19
Certificate No. XXXX
CORAL SYSTEMS, INC.
INCENTIVE STOCK OPTION CERTIFICATE
Holder:
Exercise Price:
Date of Grant:
Number of Shares:
This certifies that the above named holder (the "Holder") is the holder of
an incentive stock option (the "Option") to acquire at the exercise price per
share specified above the number of shares of the common stock, $.001 par value
per share (the "Stock"), of Coral Systems, Inc., a Colorado corporation (the
"Company"), specified above. The Option evidenced by this Certificate is
intended to qualify as an incentive stock option within the meaning of section
422 of the Internal Revenue Code of 1986, as amended from time to time, is
granted as of the date specified above and expires, unless sooner terminated,
at 5:00 P.M., Longmont, Colorado, time 10 years from such date.
This Certificate is issued as evidence of the Option granted to the Holder
pursuant to the Company's Stock Option Plan effective October 27, 1992 (the
"Plan"). The Option is subject to all terms and conditions of the Plan, as
modified by the resolutions of the Compensation Committee of the Company, all
of which provisions are incorporated by reference herein. To the extent the
Plan's provisions and Compensation Committee resolutions conflict with those of
this Certificate, the Plan's provisions and Compensation Committee's
resolutions shall supersede and control. A copy of the Plan is available on
request from the Company. The Plan requires, among other things, that as a
condition to exercising the Option the Holder shall execute a Shareholders'
Agreement that imposes restrictions on the transfer of the shares of the Stock.
The Option shall become exercisable in increments if the Holder is
continuously employed from the date of grant through the following vesting
dates: 25% of the grant will vest upon the one year anniversary of the date of
grant above; 25% of the grant will vest upon the two year anniversary date of
the grant above; 25% of the grant will vest upon the three year anniversary of
the date of grant above; and 25% of the grant will vest upon the four year
anniversary of the date of grant above. The foregoing vesting schedule
supersedes Section 6.3 (c) (ii) of the Plan. Except as set forth in Section 7.3
of the Plan, the Option shall not be exercisable as to any shares as to which
are unvested, regardless of the circumstances under which the Holder is no
longer employed by the Company.
The Holder shall have 90 days from the date the Holder is no longer
employed by the Company for any reason whatsoever to exercise and purchase the
vested portion of the Holder's option as of the termination date. In the event
the Holder fails to exercise and purchase the vested portion of the Holder's
options within such period, all vested options shall terminate and
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be of no further force or effect. In the event the Holder has not been employed
by the Company for any reason for two uninterrupted years from the commencement
date of the Holder's employment with the Company, the Company shall have the
right, for a period of 180 days after the Holder is no longer employed by the
Company, to purchase from the Holder at the exercise price (as adjusted for any
stock split, stock dividend, subdivision, consolidation, combination,
reclassification or recapitalization) all shares purchase by the Holder as a
result of the exercise of any vested portion of the Option by the Holder. A
form of written notice for the purpose of exercising the Option is attached.
CORAL SYSTEMS, INC.
Dated: /s/ ERIC A. JOHNSON
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Eric A. Johnson, President & CEO
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The undersigned Holder hereby exercises the Option described in this
Certificate as to the number of shares specified below and includes herewith
the purchase price for such shares.
Number of Shares: _____________________________________
Signature of Holder: _____________________________________
Printed Name: _____________________________________
Fiduciary Capacity (if any): _____________________________________
Address: _____________________________________
_____________________________________
Telephone: _____________________________________
Social Security Number: _____________________________________
Signature Guarantee: _____________________________________
Printed Name: _____________________________________
Address: _____________________________________
Date: _____________________________________
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Schedule of Officers and Directors
Who are Parties to the
Option Agreement
Eric A. Johnson
Kyle D. Hubbart
Howard Kaushansky
Thomas E. Fedro
Sunil Prakash
Thomas F. Prosia
Donald J. Winters, Jr.
Jeffrey R. Hultman
William F. Nicklin
Thomas G. Washing