|
Option #___
|
|
<<Shares_Granted>>
Shares
|
L-1 IDENTITY SOLUTIONS,
INC.
2005 LONG-TERM INCENTIVE
PLAN
Nonqualified Stock Option
Certificate and Agreement
L-1 Identity Solutions, Inc. (the
“Company”), a Delaware corporation, pursuant to its
2005 Long-Term Incentive Plan (as amended, the “Plan”),
hereby issues to the Optionholder named below an option to purchase
the number of shares of Common Stock, $.001 par value (the
“NQO Shares”), of the Company set forth below (the
“Option”), exercisable on the following terms and
conditions.
|
Name of Optionholder:
|
|
<<First_Name>>
<<Last_Name>>
|
|
Social Security No.:
|
|
<<Social Security
Number>>
|
|
Number of NQO Shares:
|
|
<<Shares_Granted>>
|
|
Type of Option:
|
|
Nonqualified Stock Option
|
|
Option Price per Share:
|
|
<<Option_Price>>
|
|
Date of Issuance:
|
|
<<Option_Date>>
|
|
Exercise Schedule:
|
|
Subject to the provisions of the Terms
and Conditions to which this Certificate is attached, this Option
shall be exercisable cumulatively to the extent of 1/4 of the total
number of NQO Shares annually on each anniversary date of the Date
of Issuance.
|
|
Expiration Date:
|
|
This Option shall expire ten years
from the Date of Issuance., subject to earlier termination as
provided in the Terms and Conditions to which this Certificate is
attached.
|
TRANSFER OF THE OPTION REPRESENTED
BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE ATTACHED
TERMS AND CONDITIONS.
By signing below, each of the Company
and the Optionholder agrees to the foregoing and to the attached
Long-Term Incentive Plan Terms and Conditions, which are
incorporated herein by reference.
|
L-1 IDENTITY SOLUTIONS,
INC.
|
|
|
OPTIONHOLDER
|
|
By:
|
|
|
|
|
|
|
Robert V. LaPenta
Chairman, President &
CEO
|
|
|
Signature
|
|
|
|
|
|
|
|
|
|
|
|
Printed Name
|
2
L-1 IDENTITY SOLUTIONS,
INC.
2005 Long-Term Incentive
Plan
Long-Term Incentive Plan Terms and
Conditions
(Nonqualified)
1. Option Price . The price to be paid for each share of common
stock of the Company, $.001 par value (each, a “NQO
Share”), issued upon exercise of the whole or any part of
this Option, is the Option Price per Share set forth on the stock
option certificate to which these terms and conditions have been
attached (the “Certificate”).
2. Exercise Schedule . This Option shall vest in accordance with the
Exercise Schedule set forth on the Certificate. The Option is
exercisable only for NQO Shares that have vested as described above
and may not be exercised as to any NQO Shares after the Expiration
Date set forth on the Certificate or after any earlier termination
of the Option in accordance with this Agreement.
3. Method and Terms of Exercise
.
(a) Notice of Exercise . To exercise this Option, the Optionholder shall
deliver written notice of exercise to the Company at its principal
executive office, to the attention of the officer of the Company
designated by the Plan Administrator or in such other manner as may
then be acceptable to the Company, specifying the number of shares
with respect to which the Option is being exercised accompanied by
payment of the Option Price for such NQO Shares.
(b) Payment .
Payment shall be made by (i) cash or check payable to the
Company, (ii) consideration received by the Company under a
cashless exercise program implemented by the Company in connection
with the Plan, or (iii) by any combination of the foregoing
methods of payment.
(c) Delivery of NQO Shares . Promptly following notice of exercise and
payment, the Company will deliver to the Optionholder a certificate
representing the number of NQO Shares with respect to which the
Option has been exercised.
(d) Compliance and Registration
. If said NQO Shares are not at that
time effectively registered under the Securities Act of 1933, as
amended, the Optionholder shall include with such notice a letter,
in form and substance satisfactory to the Company, confirming that
the NQO Shares are being purchased for the Optionholder’s own
account for investment and not with a view to distribution. The
issuance or delivery of any NQO Shares hereunder may be postponed
by the Committee for such period as may be required to comply with
any applicable requirements under the federal securities laws, any
applicable listing requirements of the New York Stock Exchange or
any national securities exchange or any requirements under any law
or regulation applicable to the issuance or delivery of such NQO
Shares. The Company shall not be obligated to issue or deliver any
such NQO Shares if the
| 
