Registration No. 33-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MANATRON, INC.
(Exact name of registrant as specified in its charter)
__________________
MICHIGAN 38-1983228
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
2970 South 9th Street
Kalamazoo, Michigan 49009
(Address of principal executive offices, zip code)
1995 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
PAUL R. SYLVESTER Copies to: STEPHEN C. WATERBURY
PRESIDENT, CHIEF EXECUTIVE OFFICER WARNER NORCROSS & JUDD LLP
AND CHIEF FINANCIAL OFFICER 900 OLD KENT BUILDING
MANATRON, INC. 111 LYON STREET, N.W.
2970 SOUTH 9TH STREET GRAND RAPIDS, MICHIGAN 49503-2489
KALAMAZOO, MICHIGAN 49009
(Name and address of agent for service)
(616) 375-5300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE<F3> OFFERING PRICE<F3> REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
Common Stock, 500,000<F1> $1.75<F2> $875,000.00<F2> $301.73
without par value
</TABLE>
<F1> Plus such indeterminate number of additional shares as may be required
to be issued in the event of an adjustment as a result of an increase
in the number of issued shares of Common Stock resulting from a
subdivision of such shares, the payment of a stock dividend, or
certain other capital adjustments.
<F2> Estimated solely for the purpose of calculating the registration fee.
<F3> The shares that are to be offered on an option basis will be offered
at a price of not less than 100% of the fair market value of the
shares of Common Stock of Manatron, Inc. (the "Company") at the date
of granting of the options, and the registration fee was computed in
accordance with Rule 457(h). On March 18, 1996, the mean between the
high and low prices of the Company's Common Stock on the NASDAQ
National Market System was $1.75.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by
reference:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered
by the annual report referred to in (a) above.
(c) The description of the Registrant's Common Stock, no par
value, which is contained in the Registrant's Registration
Statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant (also referred to
as the "Corporation") pursuant to Sections 13(a), 13(c), 14, and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall be deemed to
be incorporated by reference in this registration statement and to be
a part of this registration statement from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Stephen C. Waterbury, a director and shareholder of Manatron,
holds and is eligible to receive options under various stock
option plans and is a partner of Warner Norcross & Judd LLP,
general counsel of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Sections 561-567 of the Michigan Business Corporation Act,
directors and officers of a Michigan corporation may be entitled
to indemnification by the corporation against judgments, expenses,
fines, and amounts paid by the director or officer in settlement
of claims brought against them by third persons or by or in the
right of the corporation if those directors and officers acted in
good faith and in a manner reasonably believed to be in, or not
opposed to, the best interests of the corporation or its
shareholders.
The Registrant is obligated under its Articles of Incorporation
and Bylaws to indemnify a present or former director or executive
officer of the Registrant and may indemnify any other person to
the fullest extent now or hereafter permitted by law in connection
with any actual or threatened civil, criminal, administrative or
investigative action, suit or proceeding arising out of their past
or future service to the Registrant or a subsidiary, or to another
organization at the request of the Registrant or a subsidiary.
The Registrant has entered into indemnity agreements with each
director and executive officer of the Registrant ("Executives").
The agreements indemnify each Executive against all expenses
incurred in connection with any action or investigation involving
the Executive by reason of his or her position with the Registrant
(or with another entity at the Registrant's request). The
Executives will also be indemnified for costs, including
judgments, fines and penalties, indemnifiable under applicable law
or under the terms of any current or future liability insurance
policy maintained by the Registrant that covers the Executives.
An Executive involved in a derivative suit will be indemnified for
expenses and amounts paid in settlement. Indemnification is
dependent in every instance on the Executive meeting the standards
of conduct set forth in the indemnity agreements. In the event of
a potential change in control, the Registrant may fund a trust to
satisfy its anticipated indemnification obligations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits have been filed as part of this
registration statement:
EXHIBIT
NUMBER DOCUMENT
4(a) The Corporation's Restated Articles of Incorporation,
filed as an exhibit to the Corporation's Form 10-K
Annual Report for the fiscal year ended April 30, 1987,
are incorporated herein by reference.
II-2
4(b) The Corporation's Bylaws, filed as an exhibit to the
Corporation's Form 10-K Annual Report for the fiscal
year ended April 30, 1987, are incorporated herein by
reference.
4(c) Manatron, Inc. 1995 Long-Term Incentive Plan.
4(d) Sample Incentive Stock Option Agreement.
5 Opinion Regarding Legality of Securities Offered.
23(a) Consent of Warner Norcross & Judd LLP--Included in
Exhibit 5 and incorporated herein by reference.
23(b) Consent of Arthur Andersen LLP
24 Powers of Attorney.
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 of 1933 (the "1933 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
thereto) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
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 by the Registrant pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference in this
registration statement.
II-3
(2) That, for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, 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 that
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining liability under the 1933 Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 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 therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
1933 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 1933 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 1933 Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Kalamazoo, State of Michigan, on
the 22nd day of March, 1996.
MANATRON, INC.
By /S/ PAUL R. SYLVESTER
Paul R. Sylvester
President, Chief Executive Officer
and Chief Financial Officer
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
GENE BLEDSOE* Director March 22, 1996
Gene Bledsoe
/S/ PAUL R. SYLVESTER President, Chief Execu- March 22, 1996
Paul R. Sylvester tive Officer, Chief
Financial Officer and
Director (Principal
executive, financial
and accounting officer)
_______________________ Director March 22, 1996
Richard J. Holloman
_______________________ Director March 22, 1996
Allen F. Peat
II-5
SIGNATURE TITLE DATE
_______________________ Director March 22, 1996
Douglas A. Peat
RANDALL L. PEAT* Chairman of the March 22, 1996
Randall L. Peat Board and Director
JANE M. RIX* Director March 22, 1996
Jane M. Rix
MELVIN J. TRUMBLE* Director March 22, 1996
Melvin J. Trumble
HARRY C. VORYS* Director March 22, 1996
Harry C. Vorys
STEPHEN C. WATERBURY* Director March 22, 1996
Stephen C. Waterbury
*By /S/ PAUL R. SYLVESTER
Paul R. Sylvester
Attorney-in-Fact
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COMMISSION FILE NO. 33-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
MANATRON, INC.
2970 SOUTH 9TH STREET
KALAMAZOO, MICHIGAN 49009
(616) 375-5300
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DOCUMENT PAGE
4(a) The Corporation's Restated Articles of *
Incorporation, filed as an exhibit to the
Corporation's Form 10-K Annual Report for
the fiscal year ended April 30, 1987, are
incorporated herein by reference.
4(b) The Corporation's Bylaws, filed as an *
exhibit to the Corporation's Form 10-K
Annual Report for the fiscal year ended
April 30, 1987, are incorporated herein
by reference.
4(c) Manatron, Inc. 1995 Long-Term Incentive Plan.
4(d) Sample Incentive Stock Option Agreement.
5 Opinion Regarding Legality of Securities
Offered.
23(a) Consent of Warner Norcross & Judd LLP *
(included in Exhibit 5 are incorporated
herein by reference).
23(b) Consent of Arthur Andersen LLP
24 Powers of Attorney.
*Incorporated by reference
EXHIBIT 5 AND 23(a)
March 22, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: MANATRON, INC.
REGISTRATION STATEMENT ON FORM S-8
1995 LONG-TERM INCENTIVE PLAN
Dear Sir or Madam:
We represent Manatron, Inc., a Michigan corporation (the
"Company"), with respect to the above-captioned registration statement on
Form S-8 (the "Registration Statement") filed pursuant to the Securities
Act of 1933 (the "Act") to register 500,000 shares of Common Stock, no par
value per share.
As counsel for the Company, we are familiar with its Articles of
Incorporation and Bylaws and have reviewed the various proceedings taken by
the Company to authorize the issuance of the Common Stock to be sold
pursuant to the Registration Statement. We have also reviewed and assisted
in preparing the Registration Statement. On the basis of the foregoing, we
are of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Michigan.
2. The Company has an authorized capitalization of seven million
five hundred thousand (7,500,000) shares of Common Stock, no par value, and
two million (2,000,000) shares of Preferred Stock, no par value.
3. When the Registration Statement has become effective under the
Act, any and all shares of Common Stock the subject of the Registration
Statement will, when issued upon payment of the purchase price therefore to
the Company, be legally issued and outstanding, fully paid, and
nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-8 covering the Common Stock to be issued
pursuant to the 1995 Long-Term Incentive Plan.
Very truly yours,
WARNER NORCROSS & JUDD LLP
By /S/ STEPHEN C. WATERBURY
Stephen C. Waterbury
A Partner
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated July 19,
1995 included in Manatron, Inc.'s Form 10-K for the year ended April 30,
1995 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
March 18, 1996
Grand Rapids, Michigan
EXHIBIT 24
POWER OF ATTORNEY
The undersigned in his capacity as a director of Manatron, Inc.,
does hereby appoint Paul R. Sylvester his true and lawful attorney to
execute in his name, place, and stead, in his capacity as a director of
Manatron, Inc., a Form S-8 Registration Statement of Manatron, Inc. with
respect to the issuance of up to 500,000 shares of its Common Stock, no par
value, to be offered in connection with the 1995 Long-Term Incentive Plan,
any and all amendments to said Registration Statement and post-effective
amendments thereto, and to file the same with the Securities and Exchange
Commission. Said attorney shall have full power and authority to do and to
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises as fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and approving the acts of said
attorney.
MANATRON, INC.
December __, 1995 /S/ GENE BLEDSOE
Gene Bledsoe
President, Chief Executive Officer,
and Director
EXHIBIT 24
POWER OF ATTORNEY
The undersigned in his capacity as a director of Manatron, Inc.,
does hereby appoint Paul R. Sylvester his true and lawful attorney to
execute in his name, place, and stead, in his capacity as a director of
Manatron, Inc., a Form S-8 Registration Statement of Manatron, Inc. with
respect to the issuance of up to 500,000 shares of its Common Stock, no par
value, to be offered in connection with the 1995 Long-Term Incentive Plan,
any and all amendments to said Registration Statement and post-effective
amendments thereto, and to file the same with the Securities and Exchange
Commission. Said attorney shall have full power and authority to do and to
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises as fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and approving the acts of said
attorney.
MANATRON, INC.
December 20, 1995 /S/ RANDALL L. PEAT
Randall L. Peat
Chairman of the Board and Director
EXHIBIT 24
POWER OF ATTORNEY
The undersigned in his capacity as a director of Manatron, Inc.,
does hereby appoint Paul R. Sylvester his true and lawful attorney to
execute in his name, place, and stead, in his capacity as a director of
Manatron, Inc., a Form S-8 Registration Statement of Manatron, Inc. with
respect to the issuance of up to 500,000 shares of its Common Stock, no par
value, to be offered in connection with the 1995 Long-Term Incentive Plan,
any and all amendments to said Registration Statement and post-effective
amendments thereto, and to file the same with the Securities and Exchange
Commission. Said attorney shall have full power and authority to do and to
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises as fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and approving the acts of said
attorney.
MANATRON, INC.
December 22, 1995 /S/ MELVIN J. TRUMBLE
Melvin J. Trumble
Director
EXHIBIT 24
POWER OF ATTORNEY
The undersigned in her capacity as a director of Manatron, Inc.,
does hereby appoint Paul R. Sylvester her true and lawful attorney to
execute in her name, place, and stead, in her capacity as a director of
Manatron, Inc., a Form S-8 Registration Statement of Manatron, Inc. with
respect to the issuance of up to 500,000 shares of its Common Stock, no par
value, to be offered in connection with the 1995 Long-Term Incentive Plan,
any and all amendments to said Registration Statement and post-effective
amendments thereto, and to file the same with the Securities and Exchange
Commission. Said attorney shall have full power and authority to do and to
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises as fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and approving the acts of said
attorney.
MANATRON, INC.
December 19, 1995 /S/ JANE M. RIX
Jane M. Rix
Director
EXHIBIT 24
POWER OF ATTORNEY
The undersigned in his capacity as a director of Manatron, Inc.,
does hereby appoint Paul R. Sylvester his true and lawful attorney to
execute in his name, place, and stead, in his capacity as a director of
Manatron, Inc., a Form S-8 Registration Statement of Manatron, Inc. with
respect to the issuance of up to 500,000 shares of its Common Stock, no par
value, to be offered in connection with the 1995 Long-Term Incentive Plan,
any and all amendments to said Registration Statement and post-effective
amendments thereto, and to file the same with the Securities and Exchange
Commission. Said attorney shall have full power and authority to do and to
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises as fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and approving the acts of said
attorney.
MANATRON, INC.
December 20, 1995 /S/ HARRY C. VORYS
Harry C. Vorys
Director
EXHIBIT 24
POWER OF ATTORNEY
The undersigned in his capacity as a director of Manatron, Inc.,
does hereby appoint Paul R. Sylvester his true and lawful attorney to
execute in his name, place, and stead, in his capacity as a director of
Manatron, Inc., a Form S-8 Registration Statement of Manatron, Inc. with
respect to the issuance of up to 500,000 shares of its Common Stock, no par
value, to be offered in connection with the 1995 Long-Term Incentive Plan,
any and all amendments to said Registration Statement and post-effective
amendments thereto, and to file the same with the Securities and Exchange
Commission. Said attorney shall have full power and authority to do and to
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises as fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and approving the acts of said
attorney.
MANATRON, INC.
December 20, 1995 /S/ STEPHEN C. WATERBURY
Stephen C. Waterbury
Director
EXHIBIT 4(c)
MANATRON, INC.
1995 LONG-TERM INCENTIVE PLAN
SECTION 1
ESTABLISHMENT OF PLAN; PURPOSE OF PLAN
1.1 ESTABLISHMENT OF PLAN. The Company hereby establishes the 1995
LONG-TERM INCENTIVE PLAN (the "Plan") for its directors, corporate and
Subsidiary officers and other key employees. The Plan permits the grant or
award of Options, Restricted Stock, and Tax Benefit Rights.
1.2 PURPOSE OF PLAN. The purpose of the Plan is to provide
directors, officers and key management employees of the Company and its
Subsidiaries with an increased incentive to make significant and
extraordinary contributions to the long-term performance and growth of the
Company and its Subsidiaries, to join the interests of directors, officers
and key employees with the interests of the Company's shareholders through
the opportunity for increased stock ownership, and to attract and retain
directors, officers and key employees of exceptional ability. The Plan is
further intended to provide flexibility to the Company in structuring long-term
incentive compensation to best promote the foregoing objectives.
SECTION 2
DEFINITIONS
The following words have the following meanings unless a different
meaning is plainly required by the context:
2.1 "Act" means the Securities Exchange Act of 1934, as amended.
2.2 "Board" means the Board of Directors of the Company.
2.3 "Code" means the Internal Revenue Code of 1986, as amended.
2.4 "Committee" means the Stock Option Plan Committee of the Board or
such other committee as the Board shall designate to administer
the Plan. The Committee shall consist of at least two members of
the Board appointed by the Board all of whom shall be
"disinterested persons" as defined in Rule 16b-3 under the Act
and "outside directors" as defined in the rules promulgated
pursuant to Section 162(m) of the Code.
2.5 "Common Stock" means the common stock, no par value, of the
Company.
2.6 "Company" means Manatron, Inc., a Michigan corporation.
2.7 "Competition" means participation, directly or indirectly, in the
ownership, management, financing or control of any business that
is the same as or similar to the present or future businesses of
the Company or its parent or any Subsidiary. Such participation
could be by way of employment, consulting services, directorship
or officership. Ownership of less than five percent (5%) of the
shares of any corporation whose shares are traded publicly on any
national or regional stock exchange or over the counter shall not
be deemed Competition.
2.8 "Incentive Award" means the award or grant of an Option,
Restricted Stock or Tax Benefit Right to a Participant under the
Plan.
2.9 "Market Value" of any security on any given date means: (a) if
the security is listed for trading on one or more national
securities exchanges (including the NASDAQ National Market
System), the last reported sales price on the principal such
exchange on the date in question, or if such security shall not
have been traded on such principal exchange on such date, the
last reported sales price on such principal exchange on the first
day prior thereto on which such security was so traded; or (b) if
the security is not listed for trading on a national securities
exchange (including the NASDAQ National Market System) but is
traded in the over-the-counter market, the mean of highest and
lowest bid prices for such security on the date in question, or
if there are no such bid prices for such security on such date,
the mean of the highest and lowest bid prices on the first day
prior thereto on which such prices existed; or (c) if neither (a)
nor (b) is applicable, the value as determined by any means
deemed fair and reasonable by the Committee, which determination
shall be final and binding on all parties.
2.10 "Option" means the right to purchase Common Stock at a stated
price for a specified period of time. For purposes of the Plan,
an Option may be either an incentive stock option within the
meaning of Section 422(b) of the Code or a nonstatutory stock
option.
2.11 "Participant" means directors, corporate officers and other key
employees of the Company and its Subsidiaries who the Committee
determines are eligible to participate in the Plan and who are
designated to be granted an Incentive Award under the Plan.
2.12 "Reload Options" means Options granted to Participants that, upon
exercise, commit the Company to automatically grant to the
Participant on the date of exercise additional options.
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2.13 "Restricted Period" means the period of time during which
Restricted Stock awarded under the Plan is subject to
restrictions. The Restricted Period may differ among
Participants and may have different expiration dates with respect
to shares of Common Stock covered by the same Incentive Award.
2.14 "Restricted Stock" means Common Stock awarded to a Participant
under Section 6 of the Plan.
2.15 "Retirement" means the voluntary termination of all employment by
a Participant.
2.16 "Subsidiary" means any corporation of which a majority of the
outstanding voting stock is directly or indirectly owned or
controlled by the Company, or by one or more Subsidiaries.
2.17 "Tax Benefit Right" means any right granted to a Participant
under Section 7 of the Plan.
SECTION 3
ADMINISTRATION
3.1 POWER AND AUTHORITY. The Committee shall administer the Plan,
shall have full power and authority to interpret the provisions of the
Plan, and shall have full power and authority to supervise the
administration of the Plan. All determinations, interpretations and
selections made by the Committee regarding the Plan shall be final and
conclusive. The Committee shall hold its meetings at such times and places
as it deems advisable. Action may be taken by a written instrument signed
by all of the members of the Committee, and any action so taken shall be
fully as effective as if it had been taken at a meeting duly called and
held. The Committee shall make such rules and regulations for the conduct
of its business as it deems advisable. The members of the Committee shall
be paid reasonable fees for their services.
3.2 GRANTS OR AWARDS TO PARTICIPANTS. In accordance with and subject
to the provisions of the Plan, the Committee shall have the authority to:
determine whether and when Incentive Awards will be granted, the persons to
be granted Incentive Awards, the amount of Incentive Awards to be granted
to each person and the terms of the Incentive Awards to be granted; vary
and amend vesting schedules, if any; permit delivery or withholding of
stock in payment of the exercise price or to satisfy tax withholding
obligations; and Waive any restrictions or conditions applicable to any
Incentive Award. Incentive Awards shall be granted or awarded by the
Committee, and Incentive Awards may be amended by the Committee consistent
with the Plan, provided that no such amendment may become effective without
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the consent of the Participant, except to the extent that the amendment
operates solely to the benefit of the Participant.
3.3 INDEMNIFICATION OF COMMITTEE MEMBERS. Each person who is or
shall have been a member of the Committee shall be indemnified and held
harmless by the Company from and against any cost, liability or expense
imposed or incurred in connection with such person's or the Committee's
taking or failing to take any action under the Plan. Each such person
shall be justified in relying upon information furnished in connection with
the Plan's administration by any appropriate person or persons.
SECTION 4
SHARES SUBJECT TO THE PLAN
4.1 NUMBER OF SHARES. Subject to adjustment as provided in
subsection 4.2 of the Plan, a maximum of 500,000 shares of Common Stock
shall be available for any form of Incentive Awards under the Plan. Such
shares shall be authorized and unissued shares.
4.2 ADJUSTMENTS. If the number of shares of Common Stock outstanding
changes by reason of a stock dividend, stock split, recapitalization,
merger, consolidation, combination, exchange of shares or any other change
in the corporate structure or shares of the Company, the aggregate number
and class of shares available for grants or awards under the Plan, together
with the Option prices, shall be appropriately adjusted. No fractional
shares shall be issued pursuant to the Plan, and any fractional shares
resulting from adjustments shall be eliminated from the respective
Incentive Award, with an appropriate cash adjustment for the value of any
Incentive Awards eliminated. If an Incentive Award is cancelled,
surrendered, modified, expired or terminated during the term of the Plan
but prior to the exercise or vesting of the Incentive Award in full, the
shares subject to but not delivered under such Incentive Award shall be
available for other Incentive Awards.
4.3 LIMITS ON GRANTS. No Participant shall be granted, during any
calendar year, Incentive Awards for more than twenty-five percent (25%) of
the total shares of Common Stock authorized for issuance under the Plan.
The purpose of this subsection 4.3 is to ensure that the Plan provides
performance based compensation under Section 162(m) of the Code. This
subsection 4.3 shall be interpreted or amended to achieve that purpose.
SECTION 5
OPTIONS
5.1 GRANT. A Participant may be granted one or more Options under the
Plan. Options shall be subject to such terms and conditions, consistent
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with the other provisions of the Plan, as shall be determined by the
Committee in its sole discretion. The Committee may vary, among
Participants and among Options granted to the same Participant, any and all
of the terms and conditions of the Options granted under the Plan. Subject
to subsection 4.3, the Committee shall have complete discretion in
determining the number of Options granted to each Participant. The
Committee may designate whether or not an Option is to be considered an
incentive stock option as defined in Section 422(b) of the Code.
5.2 GRANTS TO NON-EMPLOYEE DIRECTORS. Options to non-employee
directors shall be granted under this Plan only pursuant to this subsection
5.2 and only when and to the extent that there are insufficient shares for
such grants under the Company's 1989 Stock Option Plan or 1994 Long-Term
Incentive Plan. Each non-employee director who has served a full year's
term for the prior year shall automatically receive an Option to purchase
1,000 shares of the Company's Common Stock at one hundred percent (100%) of
the Market Value on the date of grant. Such Options shall be issued on the
date of each annual meeting of the Company's shareholders. These formula
grant provisions may be amended by the Board from time to time but not more
than once in any six-month period, except as necessary or desirable to
comply with the Employee Retirement Income Security Act, the Code or the
rules thereunder.
5.3 OPTION AGREEMENTS. Each Option shall be evidenced by an Option
agreement containing such terms and conditions, consistent with the
provisions of the Plan, as the Committee from time to time determines.
5.4 OPTION PRICE. The per share Option price shall be determined by
the Committee but shall be equal to or greater than one hundred percent
(100%) of the Market Value on the date of grant. The date of grant of an
Option shall be the date the Option is authorized by the Committee or such
future date specified by the Committee as the date for issuing the Option.
5.5 MEDIUM AND TIME OF PAYMENT. The exercise price for each share
purchased pursuant to an Option granted under the Plan shall be payable in
cash or, if the Committee consents, in shares of Common Stock (including
Common Stock to be received upon a simultaneous exercise). The time and
terms of payment may be amended with the consent of the Participant before
or after exercise of the Option, but such amendment shall not reduce the
Option price. The Committee may from time to time authorize payment of all
or a portion of the Option price in the form of a promissory note or
installments according to such terms as the Committee may approve. The
Board may restrict or suspend the power of the Committee to permit such
loans and may require that adequate security be provided.
5.6 RELOAD OPTIONS. The Committee may designate whether any Option
granted to a Participant is a Reload Option. Unless the Reload Option
Agreement provides otherwise, the Option price for Options granted
automatically to the Participant upon exercise of a Reload Option shall be
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equal to the Market Value on the date the Participant exercised the Reload
Option, and the number of shares of common stock subject to the new option
shall be equal to the number of shares for which the Reload Option was
exercised. The Committee may, in its discretion, add Reload Option
features to options outstanding under this Plan and other option plans of
the Company.
5.7 OPTIONS GRANTED TO TEN PERCENT SHAREHOLDERS. No Option granted
to any Participant who at the time of such grant owns, together with stock
attributed to such Participant under Section 424(d) of the Code, more than
ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any of its Subsidiaries may be designated as an
incentive stock option, unless such Option provides an exercise price equal
to at least one hundred ten percent (110%) of the Market Value of the
Common Stock, and the exercise of the Option after the expiration of five
years from the date of grant of the Option is prohibited by its terms.
5.8 LIMITS ON EXERCISABILITY. Options shall be exercisable for such
periods as may be fixed by the Committee, not to exceed ten years from the
grant date. At the time of the exercise of an Option, the holder of the
Option, if requested by the Committee, must represent to the Company that
the shares are being acquired for investment and not with a view to the
distribution thereof. The Committee may in its discretion require a
Participant to continue service with the Company and its Subsidiaries for a
certain length of time prior to an Option becoming exercisable and may
eliminate such delayed vesting provisions. The Committee may also vary,
among Participants and among Options granted to the same Participant, any
and all of the terms and conditions of Options granted under the Plan.
5.9 TRANSFERABILITY.
(a) GENERAL. Unless the Committee otherwise consents or unless
the terms of the Option agreement provide otherwise, no Option granted
under the Plan may be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated, other than by will or by the laws of descent
and distribution. In addition, all Options granted to a Participant
during the Participant's lifetime shall be exercisable during the
Participant's lifetime only by such Participant, his guardian, or legal
representative.
(b) OTHER RESTRICTIONS. The Committee may impose such
restrictions on any shares of Common Stock acquired pursuant to the
exercise of an Option under the Plan as it deems advisable, including,
without limitation, restrictions under applicable federal or state
securities laws.
5.10 TERMINATION OF EMPLOYMENT OR DIRECTOR OR OFFICER STATUS.
(a) GENERAL. If a Participant ceases to be employed by or an
officer or director of the Company or one of its Subsidiaries for any
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reason other than the Participant's death, disability or termination
for cause, the Participant may exercise an Option only for a period of
three months after such termination of employment, director or officer
status, but only to the extent the Participant was entitled to exercise
the Option on the date of termination, unless the Committee otherwise
consents or the terms of the Option agreement provide otherwise. For
purposes of the Plan, the following shall not be deemed a termination
of employment or termination as a director or officer: (i) a transfer
of an employee from the Company to any Subsidiary; (ii) a leave of
absence, duly authorized in writing by the Company, for military
service or for any other purpose approved by the Company if the period
of such leave does not exceed 90 days; (iii) a leave of absence in
excess of 90 days, duly authorized in writing by the Company, provided
the employee's right to reemployment is guaranteed either by statute or
contract; or (iv) a termination of employment with continued service as
a director or officer.
(b) DEATH. If a Participant dies either while an employee or
officer of the Company or one of its Subsidiaries or after the
termination of employment other than for cause but during the time when
the Participant could have exercised an Option under the Plan, or if a
director dies while serving as a director of the Company or after
ceasing to be a director but during such time as the director (or
former director) could have exercised an Option under the Plan, the
Option issued to such Participant shall be exercisable by the personal
representative of such Participant or other successor to the interest
of the Participant for a period of three months after the Participant's
death, but only to the extent that the Participant was entitled to
exercise the Option on the date of death or termination of employment
or director status, whichever first occurred, unless the Committee
otherwise consents or the terms of the Option agreement provide
otherwise.
(c) DISABILITY. If a Participant ceases to be an employee,
officer or director of the Company or one of its Subsidiaries due to
the Participant's disability, the Participant may exercise an Option
for a period of one year following such termination of employment or
status as a director or officer, but only to the extent the Participant
was entitled to exercise the Option on the date of such event, unless
the Committee otherwise consents or the terms of the Option agreement
provide otherwise.
(d) TERMINATION FOR CAUSE. If a Participant is terminated for
cause, the Participant shall have no further right to exercise any
outstanding unexercised Option issued under the Plan.
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SECTION 6
RESTRICTED STOCK
6.1 GRANT. A Participant may be granted Restricted Stock under the
Plan. Restricted Stock shall be subject to such terms and conditions,
consistent with the other provisions of the Plan, as shall be determined by
the Committee in its sole discretion. Restricted Stock shall be awarded on
the condition that the Participant remain in the employ of the Company or
one of its Subsidiaries during the Restricted Period. Such condition shall
have no effect on the right of the Company or any Subsidiary to terminate
the Participant's employment at any time. No payment is required from a
Participant for an award of Restricted Stock.
6.2 RESTRICTED STOCK AGREEMENTS. Each award of Restricted Stock
shall be evidenced by a Restricted Stock agreement containing such terms
and conditions, consistent with the provisions of the Plan, as the
Committee from time to time determines.
6.3 TERMINATION OF EMPLOYMENT OR DIRECTOR OR OFFICER STATUS.
(a) GENERAL. If a Participant enters into Competition with the
Company or ceases to be employed by or an officer or director of the
Company or one of its Subsidiaries for any reason other than the
Participant's death, disability or Retirement, then any shares of
Restricted Stock still subject to restrictions on the date of such
termination shall automatically be forfeited and returned to the
Company. For purposes of the Plan, the following shall not be deemed a
termination of employment or termination as a director or officer: (i)
a transfer of an employee from the Company to any Subsidiary; (ii) a
leave of absence, duly authorized in writing by the Company, for
military service or for any other purpose approved by the Company if
the period of such leave does not exceed 90 days; (iii) a leave of
absence in excess of 90 days, duly authorized in writing by the
Company, provided the employee's right to reemployment is guaranteed
either by statute or contract; or (iv) a termination of employment with
continued service as a director or officer.
(b) DEATH OR DISABILITY. Unless the terms of the Restricted
Stock agreement or grant provide otherwise, in the event a Participant
terminates employment or director or officer status with the Company
because of death or disability during the Restricted Period, the
Participant's right to all of the Participant's Restricted Stock shall
vest as of the date of death or disability, and the Participant's
Restricted Stock may be transferred free of any restrictions under the
Plan, except any restrictions as the Company may reasonably specify to
ensure compliance with federal and state securities laws.
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(c) RETIREMENT. Unless the Committee otherwise consents or
unless the terms of the Restricted Stock agreement or grant provide
otherwise, in the event a Participant terminates employment or director
or officer status with the Company because of Retirement during the
Restricted Period, then any shares of Restricted Stock still subject to
restrictions on the date of Retirement shall automatically be forfeited
and returned to the Company.
6.4 RESTRICTIONS ON TRANSFERABILITY.
(a) GENERAL. Unless the Committee otherwise consents or unless
the terms of the Restricted Stock agreement provide otherwise, shares
of Restricted Stock shall not be sold, exchanged, transferred, pledged
or otherwise disposed of by a Participant during the Restricted Period
other than to the Company pursuant to subsection 6.3 or 6.4(b) or by
will or the laws of descent and distribution.
(b) SURRENDER TO THE COMPANY. If any sale, exchange, transfer,
pledge or other disposition, voluntary or involuntary, of Restricted
Stock that has not vested shall be made or attempted during the
Restricted Period, except as provided above in subsections 6.3 and
6.4(a), the Participant's right to the Restricted Stock shall
immediately cease and terminate, and the Participant shall promptly
surrender to the Company all such Restricted Stock in the Participant's
possession.
(c) OTHER RESTRICTIONS. The Committee may impose other
restrictions on any shares of Common Stock acquired pursuant to an
award of Restricted Stock as the Committee deems advisable, including,
without limitation, restrictions under applicable federal or state
securities laws.
6.5 RIGHTS AS A SHAREHOLDER. During the Restricted Period, a
Participant shall have all rights of a shareholder with respect to his
Restricted Stock, including (a) the right to vote any shares at
shareholders' meetings; (b) the right to receive, without restriction, all
cash dividends paid with respect to such Restricted Stock; and (c) the
right to participate with respect to such Restricted Stock in any stock
dividend, stock split, recapitalization or other adjustment in the Common
Stock of the Company or any merger, consolidation or other reorganization
involving an increase or decrease or adjustment in the Common Stock of the
Company. Any new, additional or different shares or other security
received by the Participant pursuant to any such stock dividend, stock
split, recapitalization or reorganization shall be subject to the same
terms, conditions and restrictions as those relating to the Restricted
Stock for which such shares were received.
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6.6 DEPOSIT OF CERTIFICATES; LEGENDING OF RESTRICTED STOCK.
(a) DEPOSIT OF CERTIFICATES. Any certificates evidencing shares
of Restricted Stock awarded pursuant to the Plan shall be registered in
the name of the relevant Participant and deposited, together with a
stock power endorsed in blank, with the Company. In the discretion of
the Committee, any such certificates may be deposited in a bank
designated by the Committee or delivered to the Participant.
Certificates for shares of Restricted Stock that have vested shall be
delivered to the Participant upon request within a reasonable period of
time. The Participant shall sign all documents necessary or
appropriate to facilitate such delivery.
(b) LEGEND. Any certificates evidencing shares of Restricted
Stock awarded pursuant to the Plan shall bear the following legend:
The shares represented by this certificate were issued
subject to certain restrictions under the Manatron, Inc.
1995 Long-Term Incentive Plan (the "Plan"). A copy of
the Plan is on file in the office of the Secretary of
Manatron, Inc. This certificate is held subject to the
terms and conditions contained in a restricted stock
agreement that includes a prohibition against the sale
or transfer of the stock represented by this certificate
except in compliance with that agreement, and that
provides for forfeiture upon certain events.
6.7 REPRESENTATIONS AND WARRANTIES. A Participant who is awarded
Restricted Stock shall represent and warrant that the Participant is
acquiring the Restricted Stock for the Participant's own account and
investment and without any intention to resell or redistribute the
Restricted Stock. The Participant shall agree not to resell or
redistribute such Restricted Stock after the Restricted Period except upon
such conditions as the Company may reasonably specify to ensure compliance
with federal and state securities laws.
SECTION 7
TAX BENEFIT RIGHTS
7.1 GRANT. A Participant may be granted Tax Benefit Rights under the
Plan to encourage a Participant to exercise Options and provide certain tax
benefits to the Company. A Tax Benefit Right entitles a Participant to
receive from the Company or a Subsidiary a cash payment not to exceed the
amount calculated by multiplying the ordinary income, if any, realized by
the Participant for federal tax purposes as a result of the exercise of a
nonqualified stock option, or the disqualifying disposition of shares
acquired under an incentive stock option, by the maximum federal income tax
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rate (including any surtax or similar charge or assessment) for
corporations, plus the applicable state and local tax imposed on the
exercise of the Option or the disqualifying disposition.
7.2 RESTRICTIONS. A Tax Benefit Right may be granted only with
respect to a stock option issued and outstanding or to be issued under the
Plan or any other plan of the Company or its Subsidiaries that has been
approved by the stockholders as of the date of the Plan and may be granted
concurrently with or after the grant of the stock option. Such rights with
respect to outstanding stock options shall be issued only with the consent
of the Participant if the effect would be to disqualify an incentive stock
option, change the date of grant or the exercise price, or otherwise impair
the Participant's existing stock options. A stock option to which a Tax
Benefit Right has been attached shall not be exercisable by an officer or
employee subject to Section 16 of the Act for a period of six months from
the date of the grant of the Tax Benefit Right.
7.3 TERMS AND CONDITIONS. The Committee shall determine the terms
and conditions of any Tax Benefit Rights granted and the Participants to
whom such rights will be granted with respect to stock options under the
Plan or any other plan of the Company. The Committee may amend, cancel,
limit the term of, or limit the amount payable under a Tax Benefit Right at
any time prior to the exercise of the related stock option, unless
otherwise provided under the terms of the Tax Benefit Right. The net
amount of a Tax Benefit Right, subject to withholding, may be used to pay a
portion of the stock option price, unless otherwise provided by the
Committee.
SECTION 8
GENERAL PROVISIONS
8.1 NO RIGHTS TO AWARDS. No Participant or other person shall have
any claim to be granted any Incentive Award, and there is no obligation of
uniformity of treatment of Participants or holders or beneficiaries of
Incentive Awards. The terms and conditions of the Incentive Awards of the
same type and the determination of the Committee to grant a waiver or
modification of any Incentive Award and the terms and conditions thereof
need not be the same with respect to each Participant.
8.2 WITHHOLDING. The Company or a Subsidiary shall be entitled to
(a) withhold and deduct from future wages of a Participant (or from other
amounts that may be due and owing to a Participant from the Company or a
Subsidiary), or make other arrangements for the collection of, all legally
required amounts necessary to satisfy any and all federal, state and local
withholding and employment-related tax requirements attributable to an
Incentive Award, including, without limitation, the grant, exercise or
vesting of, or payment of dividends with respect to, an Incentive Award or
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a disqualifying disposition of Common Stock received upon exercise of an
incentive stock option; or (b) require a Participant promptly to remit the
amount of such withholding to the Company before taking any action with
respect to an Incentive Award. Unless the Committee determines otherwise,
withholding may be satisfied by withholding Common Stock to be received
upon exercise or by delivery to the Company of previously owned Common
Stock. The Company may establish such rules and procedures concerning
timing of any withholding election as it deems appropriate to comply with
Rule 16b-3 under the Act.
8.3 COMPLIANCE WITH LAWS; LISTING AND REGISTRATION OF SHARES. All
Incentive Awards granted under the Plan (and all issuances of Common Stock
or other securities under the Plan) shall be subject to applicable laws,
rules and regulations, and to the requirement that if at any time the
Committee determines, in its sole discretion, that the listing,
registration or qualification of the shares covered thereby upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as
a condition of, or in connection with, the granting of such Incentive Award
or the issue or purchase of shares thereunder, such Incentive Award may not
be exercised in whole or in part, or the restrictions on such Incentive
Award shall not lapse, unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Committee.
8.4 NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained
in the Plan shall prevent the Company or any Subsidiary from adopting or
continuing in effect other or additional compensation arrangements,
including the grant of options and other stock-based awards, and such
arrangements may be either generally applicable or applicable only in
specific cases.
8.5 NO RIGHT TO EMPLOYMENT. The grant of an Incentive Award shall
not be construed as giving a Participant the right to be retained in the
employ of the Company or any Subsidiary. The Company or any Subsidiary may
at any time dismiss a Participant from employment, free from any liability
or any claim under the Plan, unless otherwise expressly provided in the
Plan or in any written agreement with a Participant.
8.6 GOVERNING LAW. The validity, construction and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Michigan and applicable federal
law.
8.7 SEVERABILITY. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Plan, and the Plan shall be construed
and enforced as if the illegal or invalid provision had not been included.
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SECTION 9
EFFECTIVE DATE AND DURATION OF THE PLAN
This Plan shall take effect July 13, 1995, subject to approval by the
shareholders at the 1999 Annual Meeting of Shareholders, or any adjournment
thereof or at a special meeting of shareholders. Unless earlier terminated
by the Board of Directors, the Plan shall terminate on July 12, 2005. No
Incentive Award shall be granted under this Plan after such date.
SECTION 10
TERMINATION AND AMENDMENT
The Board may terminate the Plan at any time, or may from time to time
amend the Plan as it deems proper and in the best interests of the Company,
provided that without shareholder approval no such amendment may
(a) materially increase either the benefits to Participants under the Plan
or the number of shares that may be issued under the Plan; (b) materially
modify the eligibility requirements; (c) reduce the Option price (except
pursuant to adjustments under subsection 4.2); or (d) impair any
outstanding Incentive Award without the consent of the Participant, except
according to the terms of the Incentive Award. No termination, amendment,
or modification of the Plan shall become effective with respect to any
Incentive Award previously granted under the Plan without the prior written
consent of the Participant holding such Incentive Award unless such
amendment or modification operates solely to the benefit of the
Participant.
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EXHIBIT 4(d)
Grantee: ____________________ Grant Date: ________________, 19__
Number of Shares: ____________ Vesting Dates: _____________, 19__
Exercise Price: $_____________ ____________________________, 19__
INCENTIVE STOCK OPTION AGREEMENT
This Incentive Stock Option Agreement ("Agreement") is made as of
the grant date set forth above between MANATRON, INC., a Michigan
corporation ("Manatron" or the "Company"), and the grantee named above
("Grantee").
The Manatron, Inc. 1995 Long-Term Incentive Plan (the "Plan") is
administered by the Stock Option Plan Committee of Manatron's Board of
Directors (the "Committee"). The Committee has determined that Grantee is
eligible to participate in the Plan. The Committee has granted stock
options to Grantee, subject to the terms and conditions contained in this
Agreement and in the Plan.
Grantee acknowledges receipt of the Plan and accepts this option
subject to all of the terms, conditions, and provisions of this Agreement
and the Plan.
1. GRANT. Manatron grants to Grantee an option to purchase shares
of the Company's common stock, no par value, as set forth above. This
option is an incentive stock option as defined in Section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code"). If the aggregate
fair market value (determined at the time of grant) of the stock with
respect to which incentive stock options are exercisable for the first time
by Grantee during any calendar year exceeds $100,000, taking into account
options under the Plan and all other stock option plans of Manatron,
options exceeding the $100,000 limitation shall be considered nonqualified
stock options.
2. TERM AND DELAYED VESTING. The right to exercise this option
shall commence on the Grant Date shown above and shall terminate ten years
after the date of the Agreement, unless earlier terminated under the Plan
by reason of termination of employment. Grantee's right to exercise this
option shall vest as follows: (a) [number of shares] shares shall vest on
the date of this Agreement, (b) [number of shares] shares shall vest on
[date], and (c) [number of shares] shares shall vest on [date]. The
Committee may, in its sole discretion, accelerate the vesting of the option
at any time before full vesting; PROVIDED, HOWEVER, that if any such
acceleration would cause a portion of the option not to qualify as an
incentive stock option, the Committee may divide the option and stock
issued upon exercise into incentive stock option shares and nonqualified
option shares.
3. APPROVAL, REGISTRATION, AND LISTING. The stock options granted
under this Agreement are conditional upon (a) the approval by Manatron's
shareholders at the 1995 Annual Meeting of Shareholders, and (b) the
effective registration or exemption of the Plan and the options granted
under the Plan and the stock to be received upon exercise of options
pursuant to the Plan under the Securities Act of 1933 and applicable state
securities laws.
4. EXERCISE. Grantee shall exercise this option by giving Manatron
written notice of the exercise of this option. The notice shall set forth
the number of shares to be purchased and shall be effective when received
by the corporate Secretary at the Company's main office, accompanied by
full payment (as set forth below) of the option price. The Company will
deliver to Grantee a certificate or certificates for such shares; PROVIDED,
HOWEVER, that the time of delivery shall be postponed for such period as
may be required for Manatron with reasonable diligence to comply with any
registration requirements under the Securities Act of 1933, the Securities
Exchange Act of 1934, and any requirements under any other law or
regulations applicable to the issuance, listing, or transfer of such shares
or any agreement or regulation of the NASDAQ National Market System. If
Grantee fails to accept delivery of and pay for all or any part of the
number of shares specified in the notice upon tender or delivery of the
shares, Grantee's right to exercise the option with respect to such
undelivered shares shall terminate.
5. PAYMENT BY GRANTEE. In exercising this stock option, Grantee
shall pay the Company either in cash or, if the Committee consents, in
shares of Manatron's common stock. The Committee, in its discretion, may
permit payment of all or a portion of the exercise price in the form of a
promissory note or installments, according to terms approved by the
Committee. The Committee may require acceptable security.
6. TRANSFERABILITY. This option is not transferable by Grantee
except by will or according to the laws of descent and distribution. This
option is exercisable during Grantee's lifetime only by Grantee. Manatron
may also impose other restrictions on any shares acquired pursuant to this
option, including, without limitation, restrictions under applicable
federal and state securities laws.
7. TERMINATION OF EMPLOYMENT.
(a) GENERAL. Grantee's right to exercise this option shall
terminate three months after Grantee's termination of employment for
any reason other than Grantee's death, disability, or termination for
cause. After Grantee's termination of employment for any reason, this
option may be exercised only to the extent that the option was
exercisable on the date of termination.
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(b) DEATH. In the event of Grantee's death either while an
employee of the Company or after termination of employment other than
for cause but during the time when Grantee could have exercised this
option, the option may be exercised by the personal representative of
Grantee or other successor to the interest of Grantee for three months
after Grantee's death, but only to the extent that Grantee was
entitled to exercise the option on the date of death or termination of
employment, whichever occurred first.
(c) DISABILITY. If Grantee becomes disabled (within the meaning
of Section 22(e)(3) of the Code) either while an employee of the
Company or after termination of employment other than for cause but
during the time when Grantee could have exercised this option, the
option may be exercised by the personal representative of Grantee or
other successor to the interest of Grantee for a one-year period.
(d) TERMINATION FOR CAUSE. If Grantee's employment is
terminated for cause, Grantee shall have no further right to exercise
this option.
8. CORPORATE CHANGES. In the event of any stock dividend, stock
split, recapitalization, merger, consolidation, combination, exchange of
shares, or any other change in the corporate structure or shares of the
Company, the aggregate number and class of shares covered by this option,
and the exercise price, are subject to adjustment as provided in the Plan.
9. SHAREHOLDER RIGHTS. Grantee shall have no rights as a shareholder
with respect to any shares covered by this option until exercise of the
option and payment for such shares.
10. EMPLOYMENT BY MANATRON. The grant of this option shall not
impose upon Manatron or any subsidiary any obligation to retain Grantee in
its employ for any given period or upon any specific terms of employment.
Manatron or any subsidiary may at any time dismiss Grantee from employment,
free from any liability or claim under the Plan, unless otherwise expressly
provided in any written agreement with Grantee.
11. CERTIFICATIONS. Grantee hereby represents and warrants that
Grantee is acquiring the option granted under this Agreement for Grantee's
own account and investment and without any intent to resell or distribute
the shares upon exercise of the option. Grantee shall not resell or
distribute the shares received upon exercise of the option except in
compliance with such conditions as Manatron may reasonably specify to
ensure compliance with federal and state securities laws.
12. EFFECTIVE DATE. This option shall be effective as of the date
first set forth above.
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13. AMENDMENT. This option shall not be modified except in a writing
executed by the parties hereto, except to the extent that such amendment
inures solely to the benefit of Grantee.
14. NOTICE OF DISQUALIFYING DISPOSITION. Grantee agrees to notify
Manatron if Grantee sells shares acquired through the proper exercise of
this option within two years of the date of this option or one year of
acquiring those shares, to enable Manatron to claim the deduction to which
it will thereby become entitled.
15. PLAN CONTROLS. The Plan is incorporated in this Agreement by
reference. Capitalized terms not defined in this Agreement shall have
those meanings provided in the Plan. In the event of any conflict between
the terms of this Agreement and the terms of the Plan, the provisions of
the Plan shall control.
MANATRON, INC.
By ___________________________________________
Chairman of the Stock Option Plan
Committee
______________________________________________
Signature
______________________________________________
Print name
Grantee
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