REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT (the "Agreement") effective as of the
1st day of October, 2000, between Authoriszor Inc., a Delaware corporation (the
"Parent") and Authoriszor Limited, a U.K. private company wholly owned by the
Parent ("UK Sub"). In consideration of the mutual promises contained in this
Agreement, the parties agree as follows:
RECITALS
WHEREAS, the Parent adopted that certain 1999 Stock Option Plan, a copy
of which is attached hereto as Exhibit A (the "Plan"), to offer equity based
incentive awards with respect to the common stock of the Parent to remunerate
employees and executive directors of the Parent and its Subsidiaries. All
capitalized terms not defined herein shall have the meaning ascribed to them in
the Plan.
WHEREAS, UK Sub desires to offer remuneration in the form of equity
based incentive awards to employees and executive directors of UK Sub that are
Eligible Persons under the Plan ("UK Eligible Persons").
WHEREAS, UK Sub is to bear the economic burden of any equity based
incentives offered to UK Eligible Persons by reimbursing the Parent with respect
to such equity based incentive awards.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
Section 1. Reimbursement With Respect to Option. Subject to Section 4
of this Agreement, upon the exercise of an Option by a UK Eligible Person, UK
Sub agrees to remit to Parent an amount which represents the excess of the Fair
Market Value of the Option on the date of exercise over the exercise price of
the Option (the "Option Reimbursement Amount"). Within thirty (30) days of the
exercise of an Option by a UK Eligible Person, Parent shall provide written
notice to UK Sub (i) that such Option has been exercised and (ii) the Option
Reimbursement Amount owed by UK Sub with respect to the exercise of such Option.
UK Sub shall pay the Option Reimbursement Amount to Parent within thirty (30)
days of receipt of such notice from Parent.
Section 2. Reimbursement Upon a Restricted Award. Subject to Section 4
of this Agreement, upon the expiration of the applicable Restriction Period of a
Restricted Award granted to a UK Eligible Person, UK Sub agrees to remit to
Parent an amount which represents the excess of the Fair Market Value of the
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Restricted Award at the date of the expiration of the applicable Restriction
Period over the purchase price, if any, of the Restricted Award (the "Restricted
Award Reimbursement Amount"). Within thirty (30) days of the expiration of the
applicable Restriction Period of a Restricted Award granted to a UK Eligible
Person, parent shall provide written notice to UK Sub (i) that such Restriction
Period has expired and (ii) the Restricted Award Reimbursement Amount owed by UK
Sub with respect to the expiration of such Restriction Period. UK Sub shall pay
the Restricted Award Reimbursement Amount to Parent within thirty (30) days of
receipt of such notice from Parent.
Section 3. Nature of Amounts Expended. Amounts expended by UK Sub under
this Reimbursement Agreement are wholly and exclusively for the purpose of
furthering the UK Sub's trade or business and are of an income, rather than
capital, nature.
Section 4. Written Request as Condition to Reimbursement. UK Sub shall
be required to pay the Option Reimbursement Amount and/or the Restricted Reward
Reimbursement Amount to Parent under this Agreement only if the original option
or restricted award grant, as the case may be, was made at the written request
of the managing director of UK Sub.
Section 5. Assignment. This Agreement shall be binding upon and inure
to the benefit of the parties hereto, their successors, legal representatives
and permitted assigns.
Section 6. Notices. All notices, consents, requests, instructions,
approvals and other communication which may be or are required to be given,
served or sent by any party to any other party pursuant to this Agreement shall
be in writing and shall be mailed by first class, registered or certified mail,
return receipt requested, postage prepaid, or transmitted by hand delivery or
telecopy, addressed as follows:
If to Parent, to: If to UK Sub, to:
Authoriszor Inc. Authoriszor Limited
One Van de Graaff Drive Windsor House, Cornwall Road
Suite 502 Harrogate
Burlington, Massachusetts 01803-5188 North Yorkshire HG1 2PW
Attention: Richard A. Langevin United Kingdom
Attention: James L. Jackson
Telephone: 781.395.9650 Telephone: 011.44.1243.730.300
Telecopy: 781.359.9654 Telecopy: 011.44.1423.730.301
or, in any such case, at such other address as may be specified in writing to
the other party hereto. Any such notice, consent, request, instruction, approval
or other communication shall be deemed received (i) upon delivery, if delivered
by hand delivery or telecopy, or (ii) on the third business day after being
mailed as provided above.
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Section 7. Entire Agreement. This Agreement supersedes all prior
agreements, and is the only agreement between the parties hereto with respect to
the subject matter hereof, and there shall be no modification, amendment, waiver
or alteration of this Agreement, except by a writing signed by Parent and UK
Sub.
Section 8. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
Section 9. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the parties have executed this agreement in
multiple original counterparts effective as of the date first written above
contemporaneously with the execution of the Plan.
AUTHORISZOR INC.
By: /s/ Richard A. Langevin
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Name: Richard A. Langevin
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Title: Chief Executive Officer and President
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AUTHORISZOR LIMITED
By: /s/ James L. Jackson
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Name: James L. Jackson
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Title: Managing Director
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