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Exhibit
4.47
STOCK OPTION
AGREEMENT
This STOCK OPTION AGREEMENT
(the “ Agreement ”), dated as of the date of
grant set forth in the Notice of Stock Option Grant (the “
Grant Notice ”), is between Deltek Systems, Inc., a
Virginia corporation (together with its successors, the “
Company ”), and the individual whose name is set forth
on the Grant Notice (the “ Optionee
”).
Section 1.
Grant of Option . The Company grants to the
Optionee the right and option (the “ Option ”)
to purchase all or any part of an aggregate of such number of
shares of Common Stock as is set forth in the Grant Notice (subject
to adjustment as provided in Section 7 of the Plan) on the
terms and conditions set forth in this Agreement and in the Deltek
Systems, Inc. 2005 Stock Option Plan (the “ Plan
”), a copy of which is being delivered to the Optionee
concurrently herewith and is made a part hereof as if fully set
forth herein. Except as otherwise defined herein, capitalized terms
used in this Agreement shall have the same definitions as set forth
in the Plan. The Option is not intended to qualify as an Incentive
Stock Option within the meaning of Section 422 of the
Code.
Section 2.
Purchase Price . The price (the “ Option
Price ”) at which the Optionee shall be entitled to
purchase shares of Common Stock upon the exercise of this Option
shall be the price per share set forth in the Grant Notice (subject
to adjustment as provided in Section 7 of the
Plan).
Section 3.
Duration of Option . The Option shall be
exercisable to the extent and in the manner provided herein for a
period of 10 years after the date of grant; provided ,
however , that the Option may be earlier terminated as
provided in Section 4, 6, 7, 8 or 9 below.
Section 4.
Exercisability of Option .
4.1.
Amount of Exercise . Subject to the provisions of
this Agreement and the Plan, the Option shall be exercisable in
accordance with the following schedule:
(a) Prior to the first
anniversary of [Insert either (i) For new hires, the first day
of employment or (ii) in all other situations, the grant date
set forth in the Grant Notice] (the “ Vesting Commencement
Date, ” the Option may not be exercised;
(b) on or after the first
anniversary of such Vesting Commencement Date but before the second
anniversary of such Vesting Commencement Date, the Option may be
exercised to acquire up to 25% of the aggregate number of shares of
Common Stock that may be purchased pursuant to the Option as set
forth in Section 1, less any shares previously acquired
pursuant to the Option;
(c) on or after the second
anniversary of such Vesting Commencement Date but before the third
anniversary of such Vesting Commencement Date, the Option may be
exercised to acquire up to 50% of the aggregate number of shares of
Common Stock that may be purchased pursuant to the Option as set
forth in Section 1 hereof, less any shares previously acquired
pursuant to the Option;
(d) on or after the third
anniversary of such Vesting Commencement Date but before the fourth
anniversary of such Vesting Commencement Date, the Option may be
exercised to acquire up to 75% of the aggregate number of shares of
Common Stock that may be purchased pursuant to the Option as set
forth in Section 1 hereof, less any shares previously acquired
pursuant to the Option; and
(e) on or after the fourth
anniversary of such Vesting Commencement Date, the Option may be
exercised to acquire up to 100% of the aggregate number of shares
of Common Stock that may be purchased pursuant to the Option as set
forth in Section 1 hereof, less any shares previously acquired
pursuant to the Option.
4.2.
Sales or Other Events . The Company shall
give the Optionee at least five business days’ notice (or, if
not practicable, such shorter notice as may be practicable) (the
“ Sale Notice ”) prior to the anticipated date
of the consummation of a sale by the NMP Entities of any of their
shares of Common Stock to a Third Party (an “ NMP Sale
”). The Optionee shall be permitted to exercise the Option to
the extent provided in this Section 4.2 in order to
participate in the NMP Sale; provided , that, in the event
of an NMP Sale in which the Optionee would be required to
participate pursuant to Section 3.5 of the Optionee
Shareholders’ Agreement were the Optionee then a party to
such agreement, the Company may require the Optionee to exercise
the Option to the extent necessary to enable the Optionee to
participate therein or forfeit the Option (or portion thereof, as
applicable). Notwithstanding anything in Section 4.1 to the
contrary, in connection with an NMP Sale, the Option may be
exercised to the extent of the excess, if any, of (a) the
number of shares with respect to which the Optionee would be
entitled to, or is being required to, participate in an NMP Sale,
and will so participate, over (b) the number of shares
previously issued to the Optionee upon exercise of the Option and
not previously disposed of. Unless the Company elects to allow an
earlier exercise of the Option, the exercise of an Option in
connection with an NMP Sale shall be made in accordance with
Section 5 and shall be made concurrently with the consummation
of the NMP Sale, and, in the event the NMP Sale is not consummated,
any notice of exercise submitted in connection with the NMP Sale
shall be of no force or effect and the Option shall be exercisable
thereafter to the extent it would have been exercisable if no Sale
Notice or notice of exercise had been given. In lieu of permitting
the Optionee to participate in a Public Offering of all or a
portion of the shares of Common Stock owned by the NMP Entities (a
“ Secondary Public Offering ”), the Company, at
its option, may instead cause the Option and the underlying shares
to be registered under applicable securities laws, or make other
arrangements consistent with such laws, so as to permit the
Optionee to sell for a period of time after the Secondary Public
Offering the same number of shares that the Optionee would have
been able to sell in the Secondary Public Offering but for this
sentence.
4.3.
Termination of Option . Subject to the provisions
of Section 9 hereof, the Option shall terminate simultaneously
with the consummation of a Total Sale to the extent that the Option
has not theretofore been exercised.
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4.4. Exercises Under
Multiple Option Agreements . Notwithstanding anything herein to
the contrary, if, in connection with an NMP Sale, the Optionee
shall be entitled to acquire shares of Common Stock pursuant to
Section 4.2 hereof and pursuant to the analogous provisions of
one or more other stock option agreements between the Optionee and
the Company (any such agreement, including this Agreement, an
“ Option Agreement ”), then the Company shall
have the right, at its option, to designate the Option Agreement or
Option Agreements pursuant to which the Optionee may exercise
options for purposes of the Optionee’s participation in an
NMP Sale, provided that in no event shall any such
determination reduce the aggregate number of shares that the
Optionee would otherwise be entitled to sell in connection with
such NMP Sale.
Section 5.
Manner of Exercise and Payment
.
5.1.
Notice of Exercise . Subject to the terms and
conditions of this Agreement and the Plan, the Option may be
exercised by delivery of written notice (the “ Exercise
Notice ”) to the Company, provided, however, that until
the Company has filed a Registration Statement on Form S-1, the
Optionee shall give 90 days’ advance notice to the Company of
the Optionee’s intention to deliver an Exercise Notice (which
time period may be waived in whole or in part by the Company). The
Exercise Notice shall state that the Optionee is electing to
exercise the Option, shall set forth the number of shares of Common
Stock in respect of which the Option is being exercised and shall
be signed by the Optionee or, where applicable, by the
Optionee’s Legal Representative.
5.2. Deliveries . The
notice of exercise described in Section 5.1 shall be
accompanied by (a) payment of the full purchase price for the
shares in respect of which the Option is being exercised, together
with any withholding taxes that may be due as a result of the
exercise of the Option, such payment to be made by delivery to the
Company of a certified or bank check payable to the order of the
Company, cash by wire transfer or other immediately available funds
to an account designated by the Company, or other form of payment
that is acceptable to the Company and (b) a fully executed
Optionee Shareholders’ Agreement (a copy of which, in the
form to be executed by the Optionee (which may differ from optionee
to optionee and from time to time), will be supplied to the
Optionee upon request) and the undated stock power referred to in
Section 6.14(a)(ii) of the Optionee Shareholders’
Agreement.
5.3.
Issuance of Shares . Upon receipt of the notice of
exercise, full payment for the shares of Common Stock in respect of
which the Option is being exercised and a fully executed Optionee
Shareholders’ Agreement and stock power, and subject to
Section 9 of the Plan, the Company shall take such action as
may be necessary under applicable law to effect the issuance to the
Optionee of the number of shares of Common Stock as to which such
exercise was effected. No fractional shares of Common Stock (or
cash in lieu thereof) shall be issued upon exercise of an Option,
and the number of shares of Common Stock that may be purchased upon
exercise shall be rounded to the nearest whole number.
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5.4.
Shareholder Rights . The Optionee shall not be deemed
to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Common Stock subject to the Option until:
(a) the Option shall have been exercised in accordance with
the terms of this Agreement and the Optionee shall have paid the
full purchase price for the number of shares in respect of which
the Option was exercised and any withholding taxes due,
(b) the Optionee shall have delivered the fully executed
Optionee Shareholders’ Agreement and stock power to the
Company, (c) the Company shall have issued the shares to the
Optionee, and (d) the Optionee’s name shall have been
entered as a shareholder of record on the books of the Company.
Upon the occurrence of all of the foregoing events, the Optionee
shall have full ownership rights with respect to such shares,
subject to the provisions of the Optionee Shareholders’
Agreement.
Section 6.
Certain Restrictions .
6.1.
No Sale or Transfer . The Optionee shall not
sell, transfer, assign, exchange, pledge, encumber or otherwise
dispose of the Option or any portion thereof.
6.2.
Employment Termination . If the Optionee shall no
longer be employed on a full-time basis by the Company for any
reason whatsoever (including by reason of death, permanent
disability or adjudicated incompetency) (“ Terminated
” or a “ Termination ”), irrespective of
whether the Optionee receives, in connection with the Termination,
any severance or other payment from the Company under any
employment agreement or otherwise, (i) the Option, to the
extent it is not exercisable pursuant to Section 4.1 at the
date of such Termination, shall terminate on, and shall be of no
further force and effect from and after, the date of such
Termination, and (ii) the Option, to the extent it is
exercisable pursuant to Section 4.1 at the date of such
Termination (the “ Exercisable Portion of the Option
”), shall be exercisable by the Optionee during the
Post-Termination Exercise Period (as defined below), but in no
event after the expiration of the term of the Option, and, until
exercised, the Exercisable Portion of the Option shall continue to
be subject to the terms of this Agreement, including
Section 4.2. If the Optionee does not exercise any portion of
the Exercisable Portion of the Option within the Post-Termination
Exercise Period, such portion shall terminate and shall be of no
further force and effect following the close of business on the
last day of the Post-Termination Exercise Period.
“ Post-Termination
Exercise Period ” shall mean the period commencing on the
date of the Optionee’s Termination and ending at the close of
business on the 180th day after the date of the Optionee’s
Termination. Notwithstanding anything in this Agreement or the Plan
to the contrary, and in addition to the rights of the Company set
forth in Section 7.2, the Option, whether exercisable or
unexercisable, shall immediately terminate upon a Termination by
the Company for Cause.
“ Cause ”
shall mean, (i) if the Optionee is a party to an employment or
a severance agreement with the Company or one of its subsidiaries,
the occurrence of any circumstances defined as “Cause”
in such employment or severance agreement, or (ii) if the
Optionee is not a party to an employment agreement or severance
agreement with the Company or one of its subsidiaries, (A) an
indictment or conviction of the Optionee for the commission of a
felony, (B)
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a commission by the Optionee of one or
more acts involving fraud or moral turpitude that bring discredit
on the Company, (C) misconduct by the Optionee which is
materially injurious to the Company, or (D) the determination
made in good faith by the Committee that the Optionee is failing to
fulfill his or her assigned duties as an employee of the Company or
under his or her employment agreement with the Company.
Section 7.
Prohibited Activities .
7.1.
Prohibition Against Certain Activities . The
Optionee agrees that the Optionee will not at any time
(a) disclose or furnish to any other Pe
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