Exhibit 10.2
NIC INC. 2006 AMENDED AND RESTATED
STOCK OPTION AND INCENTIVE PLAN
Stock Option Agreement
1.
Grant of Option. NIC Inc., a Colorado corporation (the
“Company”), hereby grants to the Optionee named in the
Certificate of Stock Option Grant (the “Certificate”),
an option to purchase (the “Option”) the total number
of shares subject to the Option (the “Shares”) set
forth in the Certificate at the Grant Price per share set forth in
the Certificate subject to the terms and provisions of this Stock
Option Agreement (the “Agreement”) and of the
Certificate and the NIC Inc. 2006 Amended and Restated Stock Option
and Incentive Plan (the “Plan”), which are incorporated
herein by reference. Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this
Agreement. By accepting the Option, the Optionee (and any person to
whom the Option is transferred) acknowledges that the Plan has been
made available to him or her.
If
designated in the Certificate as an Incentive Stock Option, the
Option is intended to qualify as an Incentive Stock Option as
defined in Code Section 422. Nevertheless, to the extent that it
exceeds the $100,000 rule of Code Section 422(d), the Option shall
be treated as a Non-Qualified Stock Option. If designated in the
Certificate as a Non-Qualified Stock Option, the Option is not
intended to qualify as an Incentive Stock Option under Code Section
422.
The
Company seeks to provide a means by which the Company, through the
grant of the Option to the Optionee may retain the Optionee’s
services and motivate the Optionee to exert his or her best efforts
on behalf of the Company and any Affiliate.
2.
Terms and Conditions.
(a)
Grant Expiration Date. The Option shall expire on the Grant
Expiration Date provided in the Certificate. The Optionee is
responsible for taking any and all actions as may be required to
exercise the Option in a timely manner, and for properly executing
any documents as may be required for the exercise of the Option in
accordance with such rules and procedures established from time to
time under the Plan. The Company has no duty to notify the Optionee
(or any person to whom the Option is transferred) of the expiration
of the Option. By accepting the Option, the Optionee (and any
person to whom the Option is transferred) acknowledges that the
information regarding the procedures and requirements for the
exercise of the Option has been made available to him or her.
(b)
Exercise of Option During Continuous Employment. Subject to
the provisions of this Agreement, the Option may be exercised by
the Optionee in installments as provided in the Certificate,
rounded to the next lowest integer in the case of any fractional
share.
To
the extent not exercised, an installment shall accumulate and be
exercisable, in whole or in part, in any subsequent period but not
later than the Grant Expiration Date provided in Section 2(a) of
this Agreement. When the right to exercise any installment accrues,
the Shares included in that installment may be purchased at that
time or from
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time thereafter during the Option period ending
on the Grant Expiration Date provided in Section 2(a) of this
Agreement.
An
exercise of any part of the Option shall be accompanied by a
written notice to the Company as provided in Section 5 of this
Agreement and specifying the number of Shares as to which the
Option is being exercised.
(c)
Exercise Upon Termination of Employment or Relationship as a
Director or Consultant.
Death. In the
event that the Optionee’s Continuous Status as an Employee,
Director or Consultant terminates due to his or her death, the
Option may be exercised by the Optionee’s estate or by any
other person who acquired the Option by reason of the death of the
Optionee within the 12 months immediately following his or her
death and to the extent that the Optionee was entitled to exercise
the Option at the date of his or her death; provided, however, that
the Option may not be exercised after the Grant Expiration Date
provided in Section 2(a) of this Agreement.
Disability. If the
Optionee’s Continuous Status as an Employee, Director or
Consultant terminates due to his or her disability (as defined in
Code Section 22(e)(3)), the Option may be exercised by the Optionee
within the 12 months immediately following such termination and to
the extent that the Optionee was entitled to exercise the Option at
the date of his or her termination due to his or her disability;
provided, however, that the Option may not be exercised after the
Grant Expiration Date provided in Section 2(a) of this
Agreement.
Other Termination of
Relationship. If the Optionee’s Continuous Status
as an Employee, Director or Consultant terminates other than by
death or due to disability and other than involuntarily for cause
or voluntarily by the Optionee, the Optionee’s right to
exercise the Option may be exercised within the 30 days immediately
following such termination and to the extent that the Optionee was
entitled to exercise the Option at the date his or her termination;
provided, however, that the Option may not be exercised after the
Grant Expiration Date provided in Section 2(a) of this
Agreement.
If
the Optionee’s Continuous Status as an Employee, Director or
Consultant is voluntarily terminated by the Optionee or
involuntarily terminated for cause, the Optionee’s right to
exercise the Option shall immediately terminate and any then
unexercised portion of the Option shall be immediately
canceled.
For
purposes of this Agreement, the term “cause” shall
mean, with respect to any Optionee, (a) cause as defined in the
employment agreement with the Company or any subsidiary thereof to
which the Optionee is a party or, if none, (b) the occurrence of
any of the following events:
(i)
the willful and continued failure by the Optionee to substantially
perform his or her duties with the Company or any subsidiary
thereof on a full-time basis (other than any such failure resulting
from total or partial incapacity due to physical or mental illness)
after a written
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demand for substantial performance is delivered
to the Optionee by the Board, which demand identifies the manner in
which the Board believes that he or she has not substantially
performed such duties;
(ii)
the willful engaging by the Optionee in conduct which is
significantly injurious to the Company or to any subsidiary of the
Company, monetarily or otherwise, after a written demand for
cessation of such conduct is delivered to the Optionee by the
Board, which demand specifically identifies the manner in which the
Board believes that the Optionee has engaged in such conduct and
the injury to the Company or to a subsidiary of the Company
resulting therefrom;
(iii)
the commission by the Optionee of an act or acts constituting a
crime involving moral turpitude;
(iv)
the breach by the Optionee of one or more covenants, if any, in an
agreement to which the Optionee and the Company are parties;
(v)
violation by the Optionee of Company policy; or
(vi)
the commission by the Optionee of a significant act of dishonesty,
deceit or breach of fiduciary duty in the performance of the
Optionee’s duties with the Company or with any subsidiary of
the Company.
For
purposes of clauses (i) and (ii) of this definition, no act, or
failure to act, on the part of an Optionee shall be deemed to be
willful unless knowingly done, or omitted to be done, by the
Optionee not in good faith and without a reasonable belief
that such action or omission was in the best interests of the
Company or of a subsidiary of the Company.
(d)
Payment of Grant Price Upon Exercise. At the time of any
purchase of Shares under the Option, the Grant Price for such
Shares as set forth in the Certificate shall be paid by the
Optionee in full to the Company. The Optionee may pay the Grant
Price in whole or in part by any of the following methods:
(i)
cash or by check made payable to the Company;
(ii)
by delivery to the Company of certificates representing the number
of Shares then owned by the Optionee, the Fair Mar
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