Exhibit 10.15
ASTEA INTERNATIONAL INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
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UNDER 1998 STOCK OPTION PLAN
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ASTEA INTERNATIONAL INC., a Delaware corporation (the "Company"),
hereby grants this day of , 199 (the "Grant Date"), to (the
"Optionee"), an option to purchase a maximum of shares (the "Option
Shares") of Common Stock, $.01 par value (the "Common Stock"), at the price of $
per share, on the following terms and conditions:
1. GRANT UNDER 1998 STOCK OPTION PLAN. This option (the "Option") is
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granted pursuant to and is governed by the Company's 1998 Stock Option Plan (the
"Plan") and, unless the context otherwise requires, terms used herein shall have
the same meaning as in the Plan. Determinations made in connection with this
Option pursuant to the Plan shall be governed by the Plan as it exists on this
date.
2. GRANT AS NON-QUALIFIED OPTION; OTHER OPTIONS. This Option is
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intended to be a Non-Qualified Option (rather than an incentive stock option),
and the Board of Directors 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 affect the grant of another option.
3. EXTENT OF OPTION IF BUSINESS RELATIONSHIP CONTINUES. If the
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Optionee has continued to serve the Company (or any affiliated corporation) in
the capacity of an employee, officer, director, agent, advisor, or consultant,
including services as a member of the Board of Advisors of the Company (such
service is described herein as maintaining or being involved in a "Business
Relationship" with the Company), on the following dates, the Optionee may
exercise this Option for the number of Option Shares set opposite the applicable
date:
Prior to the first anniversary of the - 0% of the total Option
Grant Date Shares
One year but less than two years from - an additional 25% of the
Grant Date total Option Shares
Two years but less than three years from - an additional 25% of the
Grant Date total Option Shares
Three years but less than four years - an additional 25% of the
from Grant Date total Option Shares
Four years from Grant Date - an additional 25% of the
total Option Shares
The foregoing rights are cumulative and, while the Optionee continues
to maintain a Business Relationship with the Company, may be exercised up to and
including the date which is ten years from the date this Option is granted. All
of the foregoing rights are subject to Sections 4, 5, 17 and 19, as appropriate,
if the Optionee ceases to maintain a Business Relationship with the Company, or
dies, becomes disabled or undergoes dissolution while involved in a Business
Relationship with the Company.
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4. TERMINATION OF BUSINESS RELATIONSHIP. Subject to Sections 17 and
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19, if the Optionee ceases to maintain a Business Relationship with the Company
(or any affiliated corporation), other than by reason of death or disability as
defined in Section 5, no further installments of this Option shall become
exercisable and this Option shall terminate 90 days after the date the Business
Relationship ceases, but in no event later than the scheduled expiration date.
In such a case, the Optionee's only rights to exercise options hereunder shall
be those which are properly exercisable before the termination of this Option,
and the Optionee may exercise this Option for the number of Option Shares which
have vested and become exercisable prior to the date of termination.
5. DEATH; DISABILITY. Subject to Section 19, if the Optionee is a
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natural person who dies while involved in a Business Relationship with the
Company (or any affiliated corporation), this Option may be exercised, to the
extent of the number of Option Shares with respect to which the Optionee could
have exercised it on the date of his or her death, by his or her estate,
personal representative or beneficiary to whom this Option has been assigned
pursuant to Section 10, at any time within 180 days after the date of death, but
not later than the scheduled expiration date. If the Optionee is a natural
person whose Business Relationship with the Company is terminated by reason of
his or her disability (as defined in the Plan), this Option may be exercised, to
the extent of the number of Option Shares with respect to which the Optionee
could have exercised it on the date the Business Relationship was terminated, at
any time within 180 days after the date of such termination, but not later than
the scheduled expiration date. At the expiration of such 180-day period or the
scheduled expiration date, whichever is the earlier, this Option shall terminate
and the only rights hereunder shall be those as to which the Option was properly
exercised before such termination.
6. PARTIAL EXERCISE. Exercise of this Option up to the extent above
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stated may be made in part at any time and from time to time within the above
limits, 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 Option Shares
subject to this Option and a fractional share (or cash in lieu thereof) must 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.
7. PAYMENT OF PRICE. The Option price is payable in United States
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dollars only and must be paid:
(a) in cash or by personal check, or any combination of the
foregoing, equal in amount to the Option price; or
(b) in the discretion of the Board of Directors, in cash, by
personal check, by delivery of shares of the Company's Common Stock or Preferred
Stock having a fair market value (as determined by the Board of Directors) equal
as of the date of exercise to the Option price, by delivery of a personal
recourse promissory note, through the delivery of an assignment to the Company
of a sufficient amount of the proceeds from the sale of the Common Stock
acquired upon exercise of the 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, or by any combination of the
foregoing, equal in amount to the Option price.
If the Optionee delivers shares of Common Stock or Preferred Stock
held by the Optionee (the "Old Stock") to the Company in full or partial payment
of the option price, and the Old Stock so delivered is subject to restrictions
or limitations imposed by agreement between the Optionee and the Company, the
Common Stock or Preferred Stock received by the Optionee on the exercise of this
Option shall be subject to all restrictions and limitations applicable to the
Old Stock to the extent that the Optionee paid for such Common
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Stock or Preferred Stock by delivery of Old Stock, in addition to any
restrictions or limitations imposed by this Agreement.
8. AGREEMENT TO PURCHASE FOR INVESTMENT. By acceptance of this
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Option, the Optionee agrees that a purchase of Option Shares under this Option
will not be made with a view to their distribution, as that term is used in the
Securities Act of 1933, as amended (the "Securities Act"), unless in the opinion
of counsel to the Company such distribution is in compliance with or exempt from
the registration and prospectus requirements of the Securities Act and
applicable state securities laws, and the Optionee agrees to sign a certificate
to such effect at the time of exercising this Option and agrees that the
certificate for the Option Shares so purchased may be inscribed with a legend to
ensure compliance with the Securities Act and applicable state securities laws.
THIS SECTION SHALL NOT APPLY IN THE EVENT THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF THIS OPTION HAVE BEEN REGISTERED ON A REGISTRATION STATEMENT ON
FORM S-8 WHICH IS EFFECTIVE AND CURRENT UNDER THE SECURITIES ACT.
9. METHOD OF EXERCISING OPTION. Subject to the terms and conditions
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of this Agreement, this Option may be exercised by written notice to the Vice
President and General Counsel of the Company, at its Bedford, Massachusetts
office, or to such transfer agent as the Company shall designate. Such notice
shall state the election to exercise this Option and the number of Option 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 Option Shares, and the Company or its
transfer agent shall deliver a certificate or certificates representing such
Option Shares as soon as practicable after the notice shall be received. The
certificate or certificates for the Option Shares as to which this Option shall
have been so exercised shall be registered in the name of the person or persons
so exercising this Option (or, if this Option shall be exercised by the Optionee
and if the Optionee shall so request in the notice exercising this Option, shall
be registered in the name of the Optionee and another person jointly, with right
of survivorship) and shall be delivered as provided above to or upon the written
order of the person or persons exercising this Option. In the event this Option
shall be exercised, pursuant to Section 5 hereof, by any person or persons other
than the Optionee, such notice shall be accompanied by appropriate proof of the
right of such person or persons to exercise this Option. All Option Shares that
shall be purchased upon the exercise of this Option as provided herein shall be
fully paid and nonassessable.
10. OPTION NOT TRANSFERABLE. This Option is not transferable or
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assignable except by will or by the laws of descent and distribution. During
the Optionee's lifetime only the Optionee can exercise this Option.
11. NO OBLIGATION TO EXERCISE OPTION. The grant and acceptance of
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this Option imposes no obligation on the Optionee to exercise it.
12. NO OBLIGATION TO CONTINUE BUSINESS RELATIONSHIP. The Company and
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any affiliated corporations are not by the Plan or this Option obligated in any
manner to continue to maintain a Business Relationship with the Optionee.
13. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The Optionee shall have
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no rights as a stockholder with respect to the Option Shares subject to this
Agreement until a stock certificate therefor has been issued to the Optionee and
is fully paid for by the Optionee. Except as is expressly provided in 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.
14. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. (a) It is the purpose
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of this Option to encourage the Optionee to work for the best interests of the
Company and its stockholders. Because, for example, that might require the
issuance of a stock dividend or a merger with another corporation, the purpose
of this Option
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would not be served if such a stock dividend, stock split, 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. In the event of any stock dividend, stock
split, recapitalization or other change in the capital structure of the Company,
this Option and the Option price shall be equitably adjusted and, in lieu of
issuing fractional shares upon exercise thereof, this Option (and the
corresponding Option Shares) shall be rounded upward or downward to the nearest
whole share (rounding upward for all amounts equal to or in excess of .51). In
particular, without affecting the generality of the foregoing, it is understood
that for the purposes of Sections 3 through 5 hereof, inclusive, maintaining or
being involved in a Business Relationship with the Company includes maintaining
or being involved in a Business Relationship with an affiliated corporation.
(b) If (i) the Company is merged into or consolidated with another
corporation under circumstances where the Company is not the surviving
corporation, or (ii) if one or more corporations is merged into the Company or
there is a consolidation of the Company and one or more corporations in which
the Company is the surviving corporation and, in either such case, shares of
common stock of the Company are converted into cash, securities or other
property other than shares of common stock of the Company, or (iii) if the
Company is liquidated, or sells or otherwise disposes of substantially all it
assets to another corporation or (iv) a person, entity or group (other than Zack
Bergreen and his affiliates) acquires 50% or more of the voting shares of the
Company through a successful tender offer or otherwise, then, as of the
effective date of such transaction, this Option shall become fully vested and
exercisable.
15. WITHHOLDING TAXES. The Optionee hereby agrees that the Company
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may withhold from the Optionee's wages or 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 will reimburse the Company on demand, in cash, for the amount
underwithheld.
16. [THIS SECTION INTENTIONALLY OMITTED].
17. NO EXERCISE OF OPTION IF ENGAGEMENT OR EMPLOYMENT TERMINATED FOR
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CAUSE. If the employment or engagement of the Optionee is terminated for
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"Cause," this Option shall terminate on the date of such termination and this
Option shall thereupon not be exercisable to any extent whatsoever. "Cause" is
conduct, as determined by the Board of Directors, involving one or more of the
following: (i) gross misconduct by the Optionee which is materially injurious
to the Company; or (ii) the commission of an act of embezzlement, fraud or
deliberate disregard of the rules or policies of the Company which results in
material economic loss, damage or injury to the Company; or (iii) the
unauthorized disclosure of any trade secret or confidential information of the
Company or any third party who has a business relationship with the Company or a
violation of any noncompetition covenant or assignment of inventions obligation
with the Company; or (iv) the commission of an act which induces any customer or
prospective customer of the Company to break a contract with the Company or to
decline to do business with the Company; or (v) the conviction of the Optionee
of a felony involving any financial impropriety or which would materially
interfere with the Optionee's ability to perform his or her services or
otherwise be injurious to the Company; or (vi) the failure of the Optionee to
perform in a material respect his or her employment or engagement obligations
without proper cause. In making such determination, the Board of Directors
shall act fairly and in utmost good faith.
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18. GOVERNING LAW. This Agreement shall be governed by and
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interpreted in accordance with the internal laws of the State of Delaware.
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.
_______________________________ ASTEA INTERNATIONAL INC.
SIGNATURE OF OPTIONEE
_______________________________ By:__________________________________
[NAME] Robert G. Schwartz, Jr.
Vice President and General Counsel
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Street Address
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City State Zip Code
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