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CPI NON-QUALIFIED STOCK OPTION
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THIS NON-QUALIFIED STOCK OPTION dated the _____ day
of _______________, ____ (the "Date of Grant") is granted by
Conference Plus, Inc., a Delaware corporation (the "Company"), to ,
a key employee of the Company (the "Employee").
The Company hereby grants to the Employee an option
to purchase a total of ______ shares of Class A Common Stock of the
Company (the “Common Stock”) at an option price of $
____ per share, being not less than 100% of the fair market value
of the stock on the Date of Grant based on an independent appraisal
authorized by the Board of Directors of the Company. This option is
not intended to qualify as an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986,
as amended.
This option may be exercised (in the manner
described in paragraph 3 hereof) in whole or in part, at any time
and from time to time, subject to the following
limitations:
(a)
This option shall not be exercisable to any extent
until the earliest to occur of the following:
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(i)
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Six (6) months after an initial public offering
("IPO") of the Company's Common Stock; or
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(ii)
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A spin-off, split-off or other divisive
reorganization of the Company ("Spin-Off");
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provided that the IPO or Spin-Off results in the
registration of the Common Stock under the Securities Exchange Act
of
1934 and the trading of the Common Stock on a
national securities exchange or the NASDAQ market system;
or
(iii)
A Change in Control of the Company, as defined in
Paragraph 6 below; or
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(iv)
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The fifth anniversary of the date hereof.
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(b)
(i) In the event of an IPO
(subject to the six month delay on exercisability described above)
or Spin-Off, this option shall be exercisable to the following
cumulative extent:
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(A)
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0% after the date hereof,
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(B)
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20% after the first anniversary of the date
hereof,
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(C)
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40% after the second anniversary of the date
hereof,
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(D)
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60% after the third anniversary of the date
hereof,
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(E)
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80% after the fourth anniversary of the date hereof,
and
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(F)
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100% after the fifth anniversary of the date
hereof.
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(ii)
In the event of a Change in Control of the Company,
this option shall be 100% exercisable immediately prior to closing
of the transaction effecting such Change in Control, provided that
if requested by the Company Employee must exercise such option in
connection with the Change the Control and Employee must sell the
stock issued in connection with the exercise hereof in the
transaction effecting the Change in Control (or vote in favor of
the same, as applicable) on the same terms as other holders of
Common Stock.
(iii)
If there is no IPO or Spin-Off prior to the fifth
anniversary of the Date of Grant, then subject to the other
provisions of this Option, this Option shall become fully
exercisable on the fifth anniversary of the Date of
Grant.
(c) If the
Employee’s employment with the Company is terminated by
either the Employee or the Company with or without cause or reason
prior to the earlier of an IPO, a Spin-Off or the fifth anniversary
of the date hereof, then
regardless of the circumstances of termination and
notwithstanding any other provision of this option (other than a
termination upon a Change in Control of the Company in which event
paragraph (b)(ii) above shall apply), this option shall immediately
terminate without right of exercise and without any liability of
the Company.
(d)
If and to the extent this option has become
exercisable pursuant to paragraph (a) and (b) above and it has not
earlier terminated pursuant to paragraph (c) above, this option may
not be exercised in any event:
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(i)
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more than sixty (60) days after the termination of
the Employee's employment with the Company for any reason other
than retirement, total disability or death; or
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(ii)
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more than twelve months after termination of
employment by reason of retirement, total disability or
death;
or
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(iii)
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following termination for cause; or
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(iv)
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more than ten years from the Date of
Grant;
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For these purposes “cause” shall mean
termination of Employee’s employment by the Company because
of: (i) the continued failure of the Employee to comply timely
(when action is r
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