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Option #___
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<<Shares_Granted>>
Shares
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L-1 IDENTITY SOLUTIONS,
INC.
2002 EQUITY INCENTIVE
PLAN
Nonqualified Stock Option
Certificate and Agreement
L-1 Identity Solutions, Inc. (the
“Company”), a Delaware corporation, pursuant to the
2002 Equity Incentive Plan (the “Plan”) assumed by the
Company in accordance with the Agreement and Plan of Reorganization
(the “Merger Agreement”) dated as of January 11, 2006,
as amended, by and among the Company, a wholly-owned subsidiary of
the Company and Identix Incorporated (“Identix”) hereby
issues to the Optionee named below a nonqualified stock option (the
“NQO”), to purchase the number of shares of Common
Stock, $.001 par value (the “NQO Shares”), of the
Company set forth below, exercisable on the following terms and
conditions.
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Name of Optionee:
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<<First_Name>>
<<Last_Name>>
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Social Security No.:
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<<Social Security
Number>>
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Number of NQO Shares:
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<<Shares_Granted>>
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Type of Option:
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Nonqualified Stock Option
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Exercise Price:
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<<Option_Price>>
per share
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Effective Date:
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<<Option_Date>>
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Vesting/Time of Exercise:
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Subject to the provisions of the
Nonqualified Stock Option Agreement to which this Certificate is
attached, this NQO shall be exercisable cumulatively to the extent
of 1/4 of the total number of NQO Shares annually on each
anniversary date of the Effective Date.
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Term:
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This NQO shall terminate ten years
from the Effective Date, subject to earlier termination as provided
in the Nonqualified Stock Option Agreement to which this
Certificate is attached.
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TRANSFER OF THE OPTION REPRESENTED
BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE ATTACHED
NONQUALIFIED STOCK OPTION AGREEMENT.
By signing below, each of the Company
and the Optionee agrees to the foregoing and to the attached
Nonqualified Stock Option Agreement, which is incorporated herein
by reference.
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L-1 IDENTITY SOLUTIONS,
INC.
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OPTIONEE
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By:
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Robert V. LaPenta
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Signature
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Chairman, President &
CEO
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Printed Name
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2
2002 EQUITY INCENTIVE
PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
THIS NONQUALIFIED STOCK OPTION
AGREEMENT (the
“Agreement”, is made and entered into as of
<<Option_Date>>
between L-1 Identity Solutions, Inc.,
a Delaware corporation (the “Company”), and
<<First_Name>>
<<Last_Name>> (the “Optionee”).
THE PARTIES AGREE AS
FOLLOWS:
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1.
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Grant of Option and Effective
Date
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1.1 Grant .
The Company hereby grants to Optionee pursuant to the
Company’s 2002 Equity Incentive Plan (the
“Plan”), a copy of which is attached to this Agreement
as Exhibit 1
, a nonqualified stock option (the
“NQO”) to purchase all or any part of an aggregate
<<Shares_Granted>> shares (the “NQO
Shares”) of the Company’s common stock (the
“Common Stock”) on the terms and conditions set forth
herein and in the Plan, the terms and conditions of the Plan being
hereby incorporated into this Agreement by reference.
1.2 Effective Date . The effective date of this Agreement is
<<Option_Date>> (the “Effective
Date”).
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2.
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Exercise Price
. The exercise price for purchase of
the shares of Common Stock covered by this NQO shall be
<<Option_Price>> per share.
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3.
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Term . This NQO shall terminate ten years from the
Effective Date.
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4.
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Adjustment of NQOs
. The Company shall adjust the number
and kind of shares and the exercise price thereof in certain
circumstances in accordance with the provisions of the
Plan.
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5.1 Vesting; Time of Exercise . The NQO shall be exercisable cumulatively to the
extent of 1/4 of the total number of NQO Shares annually on each
anniversary date of the Effective Date. The NQO may not be
exercised for a fraction of a share.
5.2 Exercise After Termination of
Employment . This NQO may
be exercised after termination of Optionee’s employment by
the Company only in accordance with the provisions of the
Plan.
5.3 Manner of Exercise . Optionee may exercise this NQO, or any portion
of this NQO, by giving written notice 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, accompanied by a copy of a form of stock
purchase agreement or exercise notice as shall then be acceptable
to the Company, payment of the exercise price and payment of any
applicable withholding or employment taxes. The date the Company
receives written notice of an exercise hereunder acc
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