Exhibit 4.2
INCENTIVE STOCK OPTION AGREEMENT
E/SCRIPTION, INC.
AGREEMENT made as of the 30th day of
June 2007, between E/SCRIPTION, INC. (the
“Company”), a Delaware corporation having a principal
place of business in Needham, MA, and Employee Name of Town, MA, an
employee of the Company (the “Employee”).
WHEREAS, the Company desires to grant
to the Employee an Option to purchase shares of its common stock,
$.001 par value per share (the “Shares”), under and for
the purposes set forth in the Company’s 1999 Employee,
Director and Consultant Stock Option Plan (the
“Plan”);
WHEREAS, the Company and the Employee
understand and agree that any terms used and not defined herein
have the same meanings as in the Plan; and
WHEREAS, the Company and the Employee
each intend that the Option granted herein qualify as an ISO.
NOW, THEREFORE, in consideration of
the mutual covenants hereinafter set forth and for other good and
valuable consideration, the parties hereto agree as follows:
1. GRANT OF OPTION
.
The Company hereby grants to the
Employee the right and option to purchase all or any part of an
aggregate of [ __ ], on the terms and conditions and subject to all
the limitations set forth herein and in the Plan, which is
incorporated herein by reference. The Employee acknowledges receipt
of a copy of the Plan.
2. PURCHASE PRICE
.
The purchase price of the Shares
covered by the Option shall be $15.47 per Share, subject to
adjustment, as provided in the Plan, in the event of a stock split,
reverse stock split or other events affecting the holders of
Shares. Payment shall be made in accordance with Paragraph 7
of the Plan.
3. EXERCISABILITY OF
OPTION .
Subject to the terms and conditions
set forth in this Agreement and the Plan, the Option granted hereby
shall become exercisable as follows:
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On the first
anniversary of the date of this Agreement
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up to [ __ ] Shares |
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On the second
anniversary of the date of this Agreement
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an additional [ __ ] Shares |
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On the third
anniversary of the date of this Agreement
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an additional [ __ ] Shares |
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On the fourth
anniversary of the date of this Agreement
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an additional [ __ ] Shares |
The foregoing rights are cumulative
and are subject to the other terms and conditions of this Agreement
and the Plan.
4. TERM OF OPTION
.
The Option shall terminate ten
(10) years from the date of this Agreement or, if the Employee
owns as of the date hereof more than ten percent (10%) of the total
combined voting power of all classes of capital stock of the
Company or an Affiliate, five (5) years from the date of this
Agreement, but shall be subject to earlier termination as provided
herein or in the Plan.
If the Employee ceases to be an
employee of the Company or of an Affiliate (for any reason other
than the death or Disability of the Employee or termination of the
Employee’s employment for “cause” (as defined in
the Plan) the Option may be exercised, if it has not previously
terminated, within three (3) months after the date the
Employee ceases to be an employee of the Company or an Affiliate,
or within the originally prescribed term of the Option, whichever
is earlier, but may not be exercised thereafter. In such event, the
Option shall be exercisable only to the extent that the Option has
become exercisable and is in effect at the date of such cessation
of employment.
Notwithstanding the foregoing, in the
event of the Employee’s Disability or death within three
(3) months after the termination of employment, the Employee
or the Employee’s Survivors may exercise the Option within
one (1) year after the date of the Employee’s
termination of employment, but in no event after the date of
expiration of the term of the Option.
In the event the Employee’s
employment is terminated by the Employee’s employer for
“cause” (as defined in the Plan), the Employee’s
right to exercise any unexercised portion of this Option shall
cease as of such termination, and this Option shall thereupon
terminate. Notwithstanding anything herein to the contrary, if
subsequent to the Employee’s termination as an employee, but
prior to the exercise of the Option, the Board of Directors of the
Company determines that, either prior or subsequent to the
Employee’s termination, the Employee engaged in conduct which
would constitute “cause,” then the Employee shall
immediately cease to have any right to exercise the Option and this
Option shall thereupon terminate.
In the event of the Disability of the
Employee, as determined in accordance with the Plan, the Option
shall be exercisable within one (1) year after the
Employee’s termination of employment or, if earlier, within
the term originally prescribed by the Option. In such event, the
Option shall be exercisable:
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(a) |
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to the extent exercisable but not exercised as of the date of
Disability; and |
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(b) |
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in the event rights to exercise the Option accrue periodically,
to the extent of a pro rata portion of any additional rights to
exercise the Option as would have accrued |
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had the
Employee not become Disabled prior to the end of the accrual period
which next ends following the date of Disability. The proration
shall be based upon the number of days during the accrual period
prior to the date of Disability.
In the event of the death of the
Employee while an employee of the Company or of an Affiliate, the
Option shall be exercisable by the Participant’s Survivors
within one (1) year after the date of death of the Employee
or, if earlier, within the originally prescribed term of the
Option. In such event, the Option shall be exercisable:
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(x) |
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to the extent exercisable but not exercised as of the date of
death; and |
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(y) |
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in the event rights to exercise the Option accrue periodically,
to the extent of a pro rata portion of any additional rights to
exercise the Option as would have accrued had the Employee not died
prior to the end of the accrual period which next ends following
the date of death. The proration shall be based upon the number of
days during the accrual period prior to the Employee’s
death. |
5. METHOD OF EXERCISING
OPTION .
Subject to the terms and conditions
of this Agreement, the Option may be exercised by written notice to
the Company at its principal executive office, in substantially the
form of Exhibit A attached hereto. Such notice shall state
the number of Shares with respect to which the Option is being
exercised and shall be signed by the person exercising the Option.
Payment of the purchase price for such Shares shall be made in
accordance with Paragraph 7 of the Plan. The Company shall
deliver a certificate or certificates representing such Shares as
soon as practicable after the notice shall be received, provided,
however, that the Company may delay issuance of such Shares until
completion of any action or obtaining of any consent, which the
Company deems necessary under any applicable law (including,
without limitation, state securities or “blue sky”
laws). The certificate or certificates for the Shares as to which
the Option shall have been so exercised shall be registered in the
name of the person or persons so exercising the Option (or, if the
Option shall be exercised by the Employee and if the Employee shall
so request in the notice exercising the Option, shall be registered
in the name of the Employee 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 the
Option. In the event the Option shall be exercised, pursuant to
Section 4 hereof, by any person or persons other than the
Employee, such notice shall be accompanied by appropriate proof of
the right of such person or persons to exercise the Option. All
Shares that shall be purchased upon the exercise of the Option as
provided herein shall be fully paid and nonassessable.
6. PARTIAL EXERCISE
.
Exercise of this Option to the extent
above stated may be made in part at any time and from time to time
within the above limits, except that no fractional share shall be
issued pursuant to this Option.
7. NON-ASSIGNABILITY
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The Option shall not be transferable
by the Employee otherwise than by will or by the laws of descent
and distribution. The Option shall be exercisable, during the
Employee’s
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lifetime, only by the Employee (or, in the event of legal
incapacity or incompetency, by the Employee’s guardian or
representative) and shall not be assigned, pledged or hypothecated
in any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or similar process. Any
attempted transfer, assignment, pledge, hypothecation or other
disposition of the Option or of any rights granted hereunder
contrary to the provisions of this Section 7, or the levy of
any attachment or similar process upon the Option shall be null and
void.
8. NO RIGHTS AS STOCKHOLDER
UNTIL EXERCISE .
The Employee shall have no rights as
a stockholder with respect to Shares subject to this Agreement
until registration of the Shares in the Company’s share
register in the name of the Employee. 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 of such registration.
9. CAPITAL CHANGES AND
BUSINESS SUCCESSIONS .
The Plan contains provisions covering
the treatment of Options in a number of contingencies such as stock
splits and mergers. 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.
10. TAXES .
The Employee acknowledges that any
income or other taxes due from him or her with respect to this
Option or the Shares issuable pursuant to this Option shall be the
Employee’s responsibility.
In the event of a Disqualifying
Disposition (as defined in Section 15 bel
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