<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
SIEBEL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
---------------
DELAWARE 94-3187233
(State of Incorporation) (I.R.S. Employer Identification No.)
---------------
1855 SOUTH GRANT STREET
SAN MATEO, CALIFORNIA 94402
(Address of principal executive offices)
---------------
InterActive WorkPlace, Inc.
1996 Stock Option Plan
(Full Title of the Plan)
THOMAS M. SIEBEL
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SIEBEL SYSTEMS, INC.
1855 SOUTH GRANT STREET
SAN MATEO, CALIFORNIA 94402
(650) 295-5000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
---------------
Copies to:
ERIC C. JENSEN, ESQ.
COOLEY GODWARD LLP
3000 SAND HILL ROAD
BUILDING 3, SUITE 230
MENLO PARK, CALIFORNIA 94025-7116
(650) 843-5000
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
<S> <C> <C> <C> <C>
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE (1) PRICE (1)
- -----------------------------------------------------------------------------------------------------------------------
Stock Options and Common
Stock (par value $.001) 31,994 $2.58 $82,545 $25.01
=======================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) promulgated under the Securities Act of
1933, as amended (the "Securities Act"). The offering price is based upon the
weighted average exercise price, pursuant to Rule 457(h) of the Securities Act,
of the options assumed as follows:
Options to purchase 30,475 shares of Siebel Systems, Inc. Common Stock
at an exercise price of $1.32.
Options to purchase 1,519 shares of Siebel Systems, Inc. Common Stock at
an exercise price of $27.78.
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
================================================================================
<PAGE>
The shares registered hereunder will be issued upon exercise of stock
options assumed by Siebel Systems, Inc., a Delaware corporation (the
"Registrant"), pursuant to an Agreement and Plan of Merger and Reorganization
among the Registrant, INTW Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of the Registrant, and InterActive WorkPlace, Inc., a
Delaware corporation ("InterActive"), dated as of September 13, 1997. These
options were originally granted to employees of InterActive under InterActive's
1996 Stock Option Plan.
2.
<PAGE>
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1996, including all material incorporated by reference therein;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, including all material incorporated by reference therein;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997, including all material incorporated by reference therein;
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997, including all material incorporated by reference therein;
(e) The Registrant's Current Report on Form 8-K, dated October 16, 1997;
(f) The Registrant's Current Report on Form 8-K, dated October 20, 1997;
(g) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A (File No. 0-20725).
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this Registration Statement
from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Cooley Godward LLP ("Cooley Godward"). As of the
date of the Prospectus, certain members and associates of Cooley Godward own an
aggregate of 54,741 shares of Common Stock. In addition, James C. Gaither, a
director and the Secretary of the Company and a partner of Cooley Godward, owns
80,282 shares of Common Stock and has options to purchase 74,000 shares of
Common Stock. Eric C. Jensen, a partner of Cooley Godward, is an Assistant
Secretary of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law, the Registrant
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act.
The Registrant's Certificate of Incorporation, as amended, provides for the
elimination of liability for monetary damages for breach of the directors'
fiduciary duty of care to the Registrant and its stockholders. These provisions
do not eliminate the directors' duty of care and, in appropriate circumstances,
equitable remedies such
3.
<PAGE>
an injunctive or other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant, for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for any transaction from which the director derived
an improper personal benefit, and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware law. The provision
does not affect a director's responsibilities under any other laws, such as the
federal securities laws or state or federal environmental laws.
The Registrant has entered into agreements with its directors and executive
officers that require the Registrant to indemnify such persons against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or officer of the
Registrant or any of its affiliated enterprises, provided such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Registrant and, with respect to any
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The indemnification agreements also set forth certain procedures that
will apply in the event of a claim for indemnification thereunder.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.1 Restated Certificate of Incorporation of the Registrant, as amended
to date.(1)
4.2 Bylaws of the Registrant.(2)
4.3 Specimen Stock Certificate.(2)
4.4 Restated Investor Rights Agreement, dated December 1, 1995, between
the Registrant and certain investors, as amended April 30, 1996 and
June 14, 1996.(2)
4.5 Form of Registration Rights Agreement, dated October 1, 1997
between the Registrant and certain stockholders.(3)
4.6 Form of Registration Rights Agreement, dated November 1, 1997
between the Registrant and certain stockholders. (4)
5.1 Opinion or Cooley Godward LLP.
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
99.1 InterActive WorkPlace, Inc. 1996 Stock Option Plan.(3)
99.2 Form of option agreement under the InterActive WorkPlace, Inc. 1996
Stock Option Plan.
4.
<PAGE>
- ---------------------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-8 (No.333-07983), as amended.
(2) Incorporated by referenced to the Company's Registration Statement on Form
S-1 (No. 333-03751), as amended.
(3) Incorporated by reference to the Company's Registration Statement on Form
S-3 (No. 333-36967), as amended.
(4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997.
ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than twenty percent (20%)
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
5.
<PAGE>
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
6.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Mateo, State of California, on November 18, 1997.
By: /s/ Thomas M. Siebel
-----------------------------------
Thomas M. Siebel
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas M. Siebel and Howard H. Graham,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
/s/ Thomas M. Siebel
- --------------------- Chairman, Chief Executive
Thomas M. Siebel Officer and Director November 18 , 1997
(Principal Executive Officer)
/s/ Howard H. Graham
- --------------------- Senior Vice President Finance
Howard H. Graham and Administration and November 18 , 1997
Chief Financial Officer
(Principal Financial and
Accounting Officer)
7.
<PAGE>
/s/ Eric E. Schmidt
- --------------------- Director
Eric E. Schmidt November 18 , 1997
/s/ James C. Gaither
- --------------------- Director
James C. Gaither November 18 , 1997
/s/ George T. Shaheen
- --------------------- Director
George T. Shaheen November 18 , 1997
/s/ Charles R. Schwab
- --------------------- Director
Charles R. Schwab November 18 , 1997
/s/ A. Michael Spence
- --------------------- Director
A. Michael Spence November 18 , 1997
8.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
4.1 Restated Certificate of Incorporation of the Registrant, as amended
to date.(1)
4.2 Bylaws of the Registrant.(2)
4.3 Specimen Stock Certificate.(2)
4.4 Restated Investor Rights Agreement, dated December 1, 1995, between
the Registrant and certain investors, as amended April 30, 1996 and
June 14, 1996.(2)
4.5 Form of Registration Rights Agreement, dated October 1, 1997 between
the Registrant and certain stockholders.(3)
4.6 Form of Registration Rights Agreement, dated November 1, 1997 between
the Registrant and certain stockholders. (4)
5.1 Opinion or Cooley Godward LLP.
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
99.1 InterActive WorkPlace, Inc. 1996 Stock Option Plan.(3)
99.2 Form of option agreement under the InterActive WorkPlace, Inc. 1996
Stock Option Plan.
- ---------------------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-8 (No.333-07983), as amended.
(2) Incorporated by referenced to the Company's Registration Statement on Form
S-1 (No. 333-03751), as amended.
(3) Incorporated by reference to the Company's Registration Statement on Form
S-3 (No. 333-36967), as amended.
(4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997.
<PAGE>
EXHIBIT 5.1
November 18, 1997
Siebel Systems, Inc.
1885 South Grant Street
San Mateo, California 94402
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Siebel Systems, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 31,994 shares of the
Company's Common Stock, $.001 par value, (the "Shares") pursuant to the
InterActive WorkPlace, Inc. 1996 Stock Option Plan (the "Plan"). All
outstanding options granted under the Plan were assumed by the Company pursuant
to the merger of the Company and InterActive WorkPlace, Inc.
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, the Company's Certificate of Incorporation and Bylaws, as
amended to date, and such other documents, records, certificates, memoranda and
other instruments as we deem necessary as a basis for this opinion. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ Eric C. Jensen
-------------------------------------
Eric C. Jensen
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Siebel Systems, Inc.:
We consent to incorporation herein by reference of our report dated January
17, 1997, relating to the consolidated balance sheets of Siebel Systems, Inc.
and subsidiary as of December 31, 1995, and 1996, and the related statements
of operations, shareholders' equity, and cash flows for the three-year period
ended December 31, 1996, and the related schedule, which report appears in the
December 31, 1996 annual report on Form 10-K of Siebel Systems, Inc.
/s/KPMG Peat Marwick LLP
San Jose, California
November 13, 1997
<PAGE>
Exhibit 99.2
INTERACTIVE WORKPLACE, INC.
INCENTIVE STOCK OPINION AGREEMENT
OPTION CERTIFICATE NUMBER: 1996-__
SPECIFIC TERMS OF THE OPTION
Subject to the terms and conditions hereafter set forth and the terms and
conditions of the InterActive WorkPlace, Inc. 1996 Stock Option Plan (the
"Plan"), InterActive WorkPlace, Inc., a Delaware corporation (the "Company"),
hereby grants the following option to purchase Common Stock, par value $0.001
per share (the "Stock"), of the Company:
1. Name of Person to Whom the Option is granted
(the "Optionee"): _________________
2. Date of Grant of Option: ______________________________.
3. An Option for _________ shares of Stock.
4. Option Exercise Price (per share): $ ____________________________.
5. TERM OF OPTION. Subject to Section 9 below, this Option expires at
5:00 p.m. Eastern Time on _______________.
6. VESTING SCHEDULE. Provided that on the dates set forth below the
Optionee has been continuously employed by the Company or, if the Optionee is
not employed by the Company the Optionee is still actively involved in the
Company (as determined by the Board of Directors) the Option will become
exercisable as follows and as provided in Section 9 below:
<TABLE>
<CAPTION>
THE OPTION WILL BECOME VESTED CUMULATIVE VESTED
("EXERCISABLE") AS TO ("EXERCISABLE")
<S> <C> <C> <C> <C>
On this Date NUMBER PERCENT NUMBER PERCENT
- ------------------------------ --------------- ----------------- ---------------- -----------------
</TABLE>
<PAGE>
INTERACTIVE WORKPLACE, INC.
By:____________________________ __________________________________
(Signature of Optionee)
Title:_________________________
Date:_____________________________
Optionee's Address:_______________________________
_______________________________
<PAGE>
OTHER TERMS OF THE OPTION
WHEREAS, the Board of Directors (the "Board") has authorized the grant
of stock options upon certain terms and conditions set forth herein; and
WHEREAS, the Board has authorized the grant of this stock option
pursuant and subject to the terms of the Plan, a copy of which is available from
the Company and is hereby incorporated herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the Company and the Optionee agree as
set forth above and as follows:
7. GRANT. Pursuant and subject to the Plan, the Company does hereby grant
to the Optionee a stock option (the "Option") to purchase from the Company the
number of shares of its Stock set froth in Section 3 upon the terms and
conditions set forth in the Plan and upon the additional terms and conditions
contained herein. This Option is intended to qualify for special federal income
tax treatment as an "incentive stock option" pursuant to Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code").
8. OPTION PRICE. This Option may be exercised at the option price per
share of Stock set forth in Section 4 hereof, subject to adjustment as provided
herein and in the Plan.
9. TERM AND EXERCISABILITY OF OPTION. This Option shall expire on the
date determined pursuant to Section 5 hereof and shall be exercisable prior to
that date in accordance with and subject to the conditions set forth in the Plan
and those conditions, if any, set forth in Section 6 hereof. In addition, in
the event that before this Option has been exercised in full, the Optionee
ceases to be an employee of the Company for any reason other than death or a
termination for dishonesty or other "cause" as provided in Section 16 of the
Plan, the Optionee may exercise this Option to the extent that he might have
exercised it on the date of termination of his employment, during the period
ending earlier of (i) the date on which the Option expires in accordance with
Section 5 of this Agreement or (ii) 30 days after the date of termination of the
Optionee's employment by the Company. In the event of the death of the Optionee
before this Option has been exercised in full, the personal representative of
the Optionee may exercise this Option to the extent that the Optionee might have
exercised it on the date of his death, during the period ending on the earlier
of (i) the date on which the Option expires in accordance with Section 5 of this
Agreement or (ii) the first anniversary of the date of the Optionee's death.
10. METHOD OF EXERCISE. To the extent that the right to purchase shares
of Stock has accrued hereunder, this Option may be exercised from time to time
by written notice to the Company substantially in the form attached hereto as
Exhibit A, stating the number o shares with respect to which this Option is
being exercised, and accompanied by payment in full of the option price of the
number of shares of Stock to be delivered, in cash, by check, by deliver of
shares of Stock having a fair market value as of the date of exercise (as
determined by the Company) equal to the option exercise price or by other means
of payment acceptable to the Company in accordance with Section 10 of the Plan.
As soon as practicable after its receipt of such notice, the Company shall,
without transfer or issue tax to the Optionee (or other person entitled to
exercise this Option), deliver to the Optionee (or other person entitled to
exercise this Option), at the principal executive offices of the Company or such
other place as shall be mutually acceptable, a certificate or certificates for
such shares out of theretofore authorized but unissued shares or reacquired
shares of Stock as the Company may elect; provided, however, that the time of
such delivery may be postponed by the Company for such period as may be required
for it with reasonable diligence to comply with any applicable requirements of
law. Payment of the option price may be made in cash or cash equivalents. If the
Optionee (or other person entitled to exercise this Option) fails to pay for and
accept delivery of all of the shares of Stock specified in such notice upon
render of delivery thereof, his
<PAGE>
right to exercise this Option with respect to such shares of Stock not paid for
may be terminated by the Company.
11. NONASSIGNABILITY OF OPTION RIGHTS. This Option shall not be
assignable or transferable by the Optionee except by will or by the laws of
descent and distribution. During the life of the Optionee, this Option shall be
exercisable only by him.
12. COMPLIANCE WITH SECURITIES ACT. The Company shall not be obligated to
sell or issue any shares of Stock or other securities pursuant to the exercise
of this Option unless the shares of Stock or other securities with respect to
which this Option is being exercised are at that time effectively registered or
exempt from registration under the Securities Act of 1933, as amended, and
applicable state securities laws. In the event shares or other securities shall
be issued which shall not be so registered, the Optionee hereby represents,
warrants and agrees that he will receive such shares or other securities for
investment and not with a view to their resale or distribution, and will execute
an appropriate investment letter satisfactory to the Company and its counsel.
13. LEGENDS. The Optionee hereby acknowledges that the stock certificate
or certificates evidencing shares of Stock or other securities issued pursuant
to any exercise of this Option will bear a legend setting forth the restrictions
on their transferability described in Section 12 hereof and, if applicable to
this Option, in Section 19 of the Plan.
14. RIGHTS AS STOCKHOLDER. The Optionee shall have no rights as a
stockholder with respect to any shares of Stock or other securities covered by
this Option until the date of issuance of a certificate to him for such shares
or other securities. No adjustment shall be made for dividends or other rights
for which the record date is prior to the date such stock certificate is issued.
15. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. The Optionee hereby
agrees that he will promptly give notice to the Company in the event that he
sells, transfers, exchanges or otherwise disposes of any shares of Stock or
other securities obtained pursuant to any exercise of this Option before the day
after the later of (a) the second anniversary of the date of grant set forth at
the conclusion of this Agreement and (b) the first anniversary of the date on
which the shares of Stock or other securities were transferred to him pursuant
to his exercise of this Option.
16. TERMINATION OR AMENDMENT OF PLAN. The Board may in its sole and
absolute discretion at any time terminate or from time to time modify and amend
the Plan, but no such termination or amendment will affect rights and
obligations under this Option.
17. EFFECT UPON EMPLOYMENT. Nothing in this Option or the Plan shall be
construed to impose any obligation upon the Company to employ the Optionee or
retain the Optionee in it employ, or continue its involvement with, the
Optionee.
18. TIME FOR ACCEPTANCE. Unless the Optionee shall evidence his
acceptance of this Option by execution of this Agreement within seven (7) days
after its delivery to him, the Option and this Agreement shall be null and void.
19. GENERAL PROVISIONS.
(a) AMENDMENT; WAIVERS. This Agreement, including the Plan, contains
the full and complete understanding and agreement of the parties hereto as to
the subject matter hereof and may not be modified or amended, nor may any
provision hereof be waived, except by a further written
2
<PAGE>
agreement duly signed by each of the parties. The waiver by either of the
parties hereto of any provision hereof in any instance shall not operate as a
waiver of any other provision hereof or in any other instance.
(b) BINDING EFFECT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
administrators, representatives, successors and assigns.
(c) CONSTRUCTION. This Agreement is to construed in accordance with
the terms of the Plan. In case of any conflict between the Plan and this
Agreement, the Plan shall control. The titles of the sections of this Agreement
and of the Plan are included for convenience only and shall not be construed as
modifying or affecting their provisions. The masculine gender shall include
both sexes: the singular shall include the plural and the plural the singular
unless the context otherwise requires.
(d) NOTICES. Any notice in connection with this Agreement shall be
deemed to have been properly delivered if it is in writing and is delivered in
hand or sent by registered mail to the party addressed as follows, unless
another address has been substituted by notice so given:
To the Optionee: To his address as listed on the
Books of the Company.
To the Company: InterActive WorkPlace, Inc.
131 Middlesex Turnpike
Burlington, Massachusetts 01803
Copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, Massachusetts 02108
Attention: David T. Brewster, Esq.
3
<PAGE>
EXHIBIT A to Incentive Stock Option
[FORM FOR EXERCISE OF INCENTIVE STOCK OPTION]
InterActive WorkPlace, Inc.
131 Middlesex Turnpike
Burlington, Massachusetts 01803
RE: Exercise of Incentive Stock Option under InterActive Workplace,
---------------------------------------------------------------
Inc. 1996 Stock Option Plan
---------------------------
Gentlemen:
Please take notice that the undersigned hereby elects to exercise the
stock option granted to __________ on ____________ by and to the extent of
purchasing ______ shares of Common Stock of InterActive WorkPlace, Inc. for the
option price of $_____ per share, subject to the terms and conditions of the
Incentive Stock Option Agreement between _________ and InterActive Workplace,
Inc. dated as of ***.
The undersigned encloses herewith payment, in cash or in such other
property as is permitted under the Plan, of the purchase price for said shares.
If the undersigned is making payment of any part of the purchase price by
- -------------------------------------------------------------------------
delivery of shares of Common Stock of InterActive Workplace, Inc., he hereby
- ----------------------------------------------------------------------------
confirms that he has investigated and considered the possible income tax
- ------------------------------------------------------------------------
consequences to him of making such payments in that form.
- --------------------------------------------------------
The undersigned hereby specifically confirms to InterActive WorkPlace,
Inc. that he is acquiring said shares for investment and not with a view to
their sale or distribution, and that said shares shall be held subject to all of
the terms and conditions of said Incentive Stock Option Agreement.
Very truly yours,
______________ _________________________________________
Date (Signed by Optionee or other party duly
exercising option)
