1
Exhibit 4.4
[SCC LOGO]
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS OPTION AGREEMENT is granted effective ____________ between SCC
Communications Corp. (hereinafter referred to as the "Company"), and
____________________ (hereinafter referred to as "Optionee").
WHEREAS, Optionee is an important and valuable employee,
non-employee member of the Board, consultant or independent advisor providing
services to the Company, and the Company deems it to be in its interest and in
the interest of its shareholders to secure the services of Optionee for the
Company or such of its parent or subsidiary companies as may be designated by
the Company; and
WHEREAS, the Company, as an incentive to Optionee to continue to
provide services to the Company or its parent or subsidiaries and to increase
the Optionee's proprietary interest in the Company, desires to enter into this
Agreement with the Optionee containing the terms and conditions hereinafter set
forth and to grant the Optionee an option to purchase shares of the Common Stock
of the Company.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter contained, and for other good and valuable consideration,
the parties agree as follows:
1. Grant of Option. In consideration of the foregoing, the Company
hereby grants to Optionee the right and option (hereinafter referred to as "the
option") to purchase _________ shares of the Company's Common Stock ("Shares")
pursuant to the following schedule: The option shall vest for twenty-four
percent (24%) on the one year anniversary of the date of grant. After the one
year anniversary, the option shall then vest at two percent (2%) each month
until fully vested. The option shall terminate ten (10) years from the date
hereof and, accordingly, may not be exercised after that date. The purchase
price to be paid for such Common Shares upon exercise of the option shall be
____________ ($_.__) per share. That figure represents the fair market value of
the Shares on the date of this Agreement. This option is granted pursuant to,
and is subject to the terms and conditions of the Company's 1998 Stock Incentive
Plan, a copy of which has been furnished to Optionee. Optionee must return an
executed original of this Incentive Stock Option Agreement to SCC within 30 days
of the effective date of grant as stated above or this Agreement shall be
considered null and void.
2. Method of Exercising Option. The option may be exercised, in
whole at any time or in part from time to time, by giving to the Company notice
in writing to that effect. Within thirty (30) days after the receipt by the
Company of notice to exercise the option and upon due satisfaction of all
conditions pertaining to the option as set forth in this Agreement, the Company
shall cause certificates for the number of Shares with respect to which the
option is exercised to be issued in the name of Optionee, or Optionee's
2
executors, administrators, or other legal representatives, heirs, legatees, next
of kin, or distributees, and to be delivered to Optionee or Optionee's
executors, administrators, or other legal representatives, heirs, legatees, next
of kin, or distributees. Payment of the purchase price for the shares with
respect to which the option is exercised shall be made to the Company upon the
delivery of such stock, together with revenue stamps or checks in an amount
sufficient to pay any stock transfer taxes required on such delivery. The
Company shall give the person or persons entitled to the same at least five (5)
days notice of the time and place for delivery and for the payment of such
purchase price.
3. Conditions of Option. The option is subject to the following
additional conditions:
(a) The option herein granted to Optionee shall not be
transferable by Optionee other than by will or the laws of descent and
distribution, and shall be exercisable, during Optionee's lifetime, only by
Optionee.
(b) The option may be exercised by Optionee only while
Optionee provides continuing "Service" (as that term is defined in the Plan) to
the Company or to a subsidiary or parent of the Company, or within three (3)
months after the date Optionee ceases to provide such Service, but only to the
extent that Optionee had the right to exercise such option at the date of such
termination of Service; provided that if Optionee's Service is terminated for
"Misconduct" (as such term is defined in the Plan), then all outstanding options
under the Plan shall terminate immediately and cease to be outstanding.
(c) In the event that Optionee becomes disabled (within
the meaning of Section 22 (e) (3) of the Internal Revenue Code or any successor
section), the option may be exercised by the Optionee to the extent that it was
exercisable on the date Optionee ceased providing Service to the Company or any
subsidiary or parent for a period of one (1) year from the date of Service
termination (but not later than its specified expiration date).
(d) In the event of the Optionee's death while providing
Service or within the three (3) month period referred to in subparagraph (b)
above, or the one (1) year period referred to in subparagraph (c) above, then
such option may be exercised to the extent it was exercisable on the date of
Optionee's death or cessation of Service, whichever occurred first, by
Optionee's executors, administrators, or other legal representatives, heirs,
legatees, next of kin, or distributees within one (1) year, but not later than
one (1) year, after the date of Optionee's death (but not later than the
specified expiration date or following a termination of Service for Misconduct).
4. Representation as to Investment. The exercise of such option and
the delivery of the Shares subject to it will be contingent upon the Company
being furnished by Optionee, Optionee's legal representatives, or other persons
entitled to exercise such option with a statement in writing, in substantially
the form attached as Exhibit A hereto, that at the time of such exercise it is
Optionee's or their intention to acquire the Shares being purchased solely for
investment purposes and not with a view to distribution.
2
3
5. Notices. Any notice to be given by Optionee as required by this
Agreement shall be sent to the Company at its principal executive offices and
any notice from the Company to Optionee shall be sent to Optionee at Optionee's
address as it appears on the Company's books and records. Either party may
change the address to which notices are to be sent by informing the other party
in writing of the new address.
6. Restriction against Assignment. Except as otherwise expressly
provided above, Optionee agrees on behalf of Optionee and of Optionee's
executors and administrators, heirs, legatees, distributees, and any other
person or persons claiming any benefits under Optionee by virtue of this
Agreement, that this Agreement and the rights, interests, and benefits under it
shall not be assigned, transferred, pledged, or hypothecated in any way by
Optionee or any executor, administrator, heir, legatee, distributee, or other
person claiming under Optionee by virtue of this Agreement. Such rights,
interest, or benefits shall not be subject to execution, attachment, or similar
process. Any attempted assignment, transfer, pledge or hypothecation, or other
disposition of this Agreement or of such rights, interests, and benefits
contrary to the preceding provisions, or the levy of any attachment or similar
process thereupon, shall be null and void and without effect.
7. Market Stand-Off. Upon the request of the Company or any
underwriter's representative in connection with any public offering of the
Company's Common Stock pursuant to registration statements filed with, and
declared effective by, the Securities and Exchange Commission under the
Securities Act of 1933, Optionee agrees not to sell or otherwise transfer any
securities of the Company for a period of 90 days following the effective date
of the applicable registration statements.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
its corporate name by its duly authorized corporate officers, and Optionee has
hereunto set hand and seal, as of the day and year first above written.
ATTEST: SCC COMMUNICATIONS CORP.
- ----------------------------- -------------------------------
Ass't. Secretary Chief Financial Officer
--------------------------------
----------------------, Optionee
3
4
EXHIBIT A
(For exercise of option)
SCC Communications Corp.
6285 Lookout Road
Boulder, CO 80301
Attention: President
Sir or Madam:
The undersigned elects to exercise the option to purchase _________
shares of Common Stock ("Shares") of SCC Communications Corp. (the
"Corporation") under and pursuant to the incentive stock option _____ or non-
qualified stock option _____ (check one) granted to the undersigned by the
Corporation on _____________, 19 __, pursuant to the Corporation's 1990 Stock
Option Plan (the "Predecessor Plan") or the 1998 Stock Incentive Plan (together
with the Predecessor Plan, the "Plan"). Such option together with its
corresponding stock option agreement shall be referred to herein as the
"Option."
Prior to issuance of said Shares, I will make full payment of the
purchase price for the Shares in cash or check, or by tender of qualified stock
of the Corporation having a fair market value not less than the purchase price,
or as otherwise approved by the Corporation's Board of Directors, all as subject
to the provisions of the Option and the Plan.
I represent and agree that I am over eighteen (18) years of age,
that I am acquiring the Shares for investment and that I have no intention to
transfer, sell or otherwise dispose of such Shares, except as permitted pursuant
to the Plan and in compliance with applicable securities laws.
I further acknowledge and understand that the Shares must be held
indefinitely unless they are subsequently registered under the Securities Act of
1933 or an exemption from such registration is available. I further acknowledge
and understand that the Corporation is under no obligation to register the
Shares and that, in the absence of registration, the Shares may not be
transferred. I understand that the instrument evidencing the Shares may be
imprinted with legends which prohibit the transfer of the Shares unless they are
registered or such registration is not required in the opinion of counsel
satisfactory to the Corporation. I do not have any contract, agreement or
arrangement with any persons to sell, transfer or grant participations to such
person or to any third person with respect to any of the Shares.
I am aware of the adoption of Rules 144 and 701 by the Securities
and Exchange Commission, promulgated under the Securities Act of 1933, which
permit limited public resale of securities acquired in a non-public offering,
including the securities issued on exercise of this option, subject to the
satisfaction of certain conditions, including, among other things: the
availability of certain public information about the Corporation, the resale
occurring not less than one year after the party has purchased and paid for the
securities to be sold, the sale's being through a broker in an unsolicited
5
"brokers' transaction," and the amount of securities being sold during any
three-month period not exceeding specified limitations (generally, 1% of the
total amount outstanding).
I agree further that said Shares are being acquired by me in
accordance with and subject to the terms, provisions and conditions of the Plan
and the Option, to all of which I hereby expressly assent. These agreements
shall bind and inure to the benefit of my heirs, legal representatives,
successors and assigns.
My address of record is:
------------------------------------
------------------------------------
and my Social Security Number is:
--------------------------------------------
Very truly yours,
Signature:
----------------------------------
Name Printed: ------------------------------
Receipt of the above is hereby acknowledged:
SCC Communications Corp.
By:
-----------------------------------
Title:
--------------------------------
Dated:
-------------------------------
2