NONQUALIFIED STOCK OPTION
granted
by
AWARE, INC.
(hereinafter
called the “Company”)
to
<Employee Name>
(hereinafter
called the “Holder”)
under the
2001 NONQUALIFIED STOCK PLAN
For
valuable consideration, the receipt of which is hereby
acknowledged, the Company hereby grants to the Holder the
following option:
FIRST :
Subject to the terms and conditions hereinafter
set forth, the Holder is hereby given the right and option to
purchase from the Company shares of Common Stock, $.01 par value
per share, of the Company (“Common
Stock”). Schedule A hereto, the provisions of
which are incorporated by reference herein, sets forth (a) the
maximum number of shares that the Holder may purchase upon exercise
of this Option, (b) the exercise price per share of Common Stock
purchasable hereunder, (c) the expiration date of this Option, (d)
the vesting rate and (e) certain other terms and conditions
applicable to this Option.
This
Option is and shall be subject in every respect to the
provisions of the Aware, Inc. 2001 Nonqualified Stock Plan, as
the same may be amended from time to time (the
“Plan”). A copy of the Plan is
available for review at the offices of the Company and a copy
of the Plan will be provided upon request to each person
granted an Option pursuant to the Plan. The Plan is
hereby incorporated herein by reference and made a part
hereof. In the event of any conflict or
inconsistency between the terms of this Option and those of
the Plan, the terms of the Plan shall govern. The
term “Committee” is used herein with the meaning
ascribed to it in the Plan.
This
Option shall be exercised in whole or in part by the
Holder’s delivery to the Company of written notice (the
“Notice of Exercise”) setting forth the number of
shares with respect to which this Option is to be exercised,
together with (a) cash in an amount, or certified check, bank
check, postal or express money order payable in an amount, or
other instrument acceptable to the Committee and payable in an
amount, equal to the aggregate exercise price for the shares
being purchased, (b) with the consent of the Committee, shares
of Common Stock having a Fair Market Value (as defined in the
Plan) equal to such aggregate exercise price, but only shares
that have been owned by the Holder for a period of at least
six months and that are not then subject to restrictions; (c)
with the consent of the Committee, by the Holder delivering to
the Company a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to
the Company cash or a check payable and acceptable to the
Company to pay such aggregate exercise price; provided that in
the event the Holder chooses to pay such aggregate exercise
price as so provided, the Holder and the broker shall comply
with such procedures and enter into such agreements of
indemnity and other agreements as the Committee shall
prescribe as a condition of such payment procedure, and the
Company need not act upon such exercise notice until the
Company receives full payment of such aggregate exercise
price; or (d) by any other means which the Committee
determines are consistent with the purpose of the Plan and
with applicable laws and regulations.
SECOND :
The Company, in its discretion, may file a
registration statement on Form S-8 under the Securities Act of
1933, as amended, to register shares of Common Stock reserved for
issuance under the Plan. At any time at which such a
registration statement is not in effect, it shall be a condition
precedent to any exercise of this Option that the Holder shall
deliver to the Company a customary “investment letter”
satisfactory to the Company and its counsel in which, among other
things, the Holder shall (a) state that he or she is acquiring
shares of Common Stock subject to the Option for his or her own
account for investment and not with a view to the resale or
distribution thereof and (b) acknowledge that those shares are not
freely transferable except in compliance with federal and state
securities laws.
THIRD :
As promptly as practicable after receipt by the
Company of the Notice of Exercise and related investment letter and
payment of the exercise price pursuant to Paragraphs First and
Second hereof, the Company shall deliver to the Holder (or if any
other individual or individuals are exercising this Option, to such
individual or individuals) a certificate registered in the name of
the Holder (or the names of the other individual or individuals
exercising this Option) and representing the number of shares with
respect to which this Option is then being exercised; provided, however,
that if any law or regulation or order of the Securities and
Exchange Commission or any other body having jurisdiction in the
premises shall require the Company or the Holder (or the individual
or individuals exercising this Option) to take any action in
connection with the shares then being purchased, the date for the
delivery of the certificate for such shares shall be extended for
the period necessary to take and complete such
action. The Company may imprint upon said certificate
the restrictive legends contemplated by Section 15(a) of the Plan
or such other legends as counsel for the Company may consider
appropriate. Delivery by the Company of the certificates
for such shares shall be deemed effected for all purposes when the
Company or a stock transfer agent of the Company shall have
delivered such certificates in the United States mail, addressed to
the Holder, at the address specified in the Notice or, if none, at
the last known address of the Holder on file with the
Company. The Company will pay all fees or expenses
necessarily incurred by the Company in connection with the issuance
and delivery of shares pursuant to the exercise of this
Option.
The
Company will, at all times while any portion of this Option is
outstanding, reserve and keep available, out of shares of its
authorized and unissued Common Stock or shares of Common Stock
held in treasury, a sufficient number of shares of its Common
Stock to satisfy the requirements of this Option.
FOURTH :
If the Company shall effect any subdivision or
consolidation of shares of its stock or other capital readjustment,
the payment of a stock dividend, or other increase or reduction of
the number of shares outstanding, in any such case without
receiving compensation therefor in money, services or property,
then the number, class and per share price of shares of stock
subject to this Option shall be appropriately adjusted in such a
manner as to entitle the Holder to receive upon exercise of this
Option, for the same aggregate cash consideration, the same total
number and class of shares as he or she would have received as a
result of t
