Exhibit 10.15

  



 


CLICK COMMERCE, INC.


STOCK
OPTION AGREEMENT


 


THIS
STOCK OPTION AGREEMENT, is made as of May 10, 2005 (the “Grant Date”) between Click Commerce,
Inc., a Delaware corporation (the “Company”), and «First_Name» «Last_Name» (the “Optionee”).


 


W I T N E S S E T H:


 


WHEREAS, the Company desires to provide the
Optionee with the opportunity to purchase shares of its common stock, $.001 par
value per share (the “Common Stock”), in accordance with the terms of the Click
Commerce, Inc. Stock Option Plan (the “Plan”):


 


NOW THEREFORE, in
consideration of the premises and of the mutual covenants and agreements
hereinafter contained, the parties hereto mutually covenant and agree as
follows:


 


1.             Grant of Option. 
The Company hereby grants to the Optionee an option (the “Option”) to
purchase all or any part of an aggregate of «Shares»
shares of Common Stock on the terms and conditions hereinafter set forth.  The Option is hereby designated as an “Incentive
Stock Option” (“ISO”) within the meaning of Section 422(b) of the Internal
Revenue Code (“code”), to the extent permitted under that section.


 


2.             Purchase Price.  The per share purchase price
of the shares of Common Stock issuable upon exercise of the Option shall be «Option_Price».


 


3.             Term. 
Except as provided in Section 6, the term of the Option designated as an
ISO shall be for a period of ten (10) years from the Grant Date.  The term of the Option not meeting the
requirements of Section 422(b) of the Code shall be for a period of ten (10)
years from the Grant Date.


 


4.             Vesting.


 


(a)           Subject to the forfeiture provisions
of Section 6, the Optionee shall become vested in the Option granted
hereunder  as follows:


 


 




	
  Percentage Vested

  	
   

  	
  Vesting
  Date

  	
   

  	
  Amount
  Vesting

  
	
  100%

  	
   

  	
  November 10,
  2005

  	
   

  	
  «Shares1»

  






 


 


(b)           Notwithstanding anything contained in
the Plan to the contrary, upon a Change of Control (as defined in the Plan),
the Option shall continue to vest according to the vesting schedule set forth
in paragraph (a), and no acceleration of vesting shall occur in the
option.  In the event of a merger or
consolidation of the Company constituting a Change of Control, in connection
with such transaction the Company may exchange the Option for options to
acquire shares of capital stock of the successor company pursuant to such
merger or consolidation on a basis consistent with the merger consideration
paid to stockholders of the Company.


 


5.             Exercise.  Subject to the forfeiture provisions of Section 6, the
Optionee shall not be entitled to exercise the Option until it is vested.  Notwithstanding the foregoing, the Option
shall not be exercisable after the expiration date of the Option.


 


6.             Termination of Option on Certain
Events.  The Option term and the Optionee’s rights
hereunder shall terminate on the date of Optionee’s termination of employment
with the Company (“Termination Date”), subject to the following:


 





















 


«Last_Name»


«Grant_Date»


 


(a)           Death or Permanent Disability. 
If Optionee’s termination of employment by the Company is due to
Optionee’s death or “permanent disability” (as hereinafter defined), the
Optionee shall forfeit any right to purchase shares of Common Stock under the
Option to the extent not vested as of the date of termination of
employment.  The Option, to the extent
vested, may thereafter be exercised by the Optionee or Optionee’s executor,
administrator or other personal or legal representative, as applicable for a
period of 90 days following Optionee’s termination of employment.  “Permanent disability” shall mean that the
Committee has determined that the Optionee is unable to perform the Optionee’s
customary duties of employment by reason of illness or other physical or mental
incapacity or disability, and such condition or disability continues or is
reasonably expected to continue for life and for such reason the Optionee’s
employment has been terminated.


 


(b)           Involuntary Termination Other Than
For Cause.  In the event of the Optionee’s involuntary
termination of employment by the Company without “cause” (as defined below),
the Optionee shall forfeit any nonvested right to purchase shares of Common
Stock under the Option as of the date of termination of employment.  The Option, to the extent vested, may
thereafter be exercised by the Optionee or, if the Optionee dies during the
remainder of the Option’s term, by the Optionee’s executor, administrator or
other personal or legal representative, as applicable for a period of 90 days
following Optionee’s termination of employment.


 


(c)           Voluntary Termination and
Termination for Cause.  All of Optionee’s rights
hereunder shall terminate upon the Optionee’s voluntary termination of
employment or the Company’s written or oral notice to the Optionee that the
Optionee’s employment by the Company is being terminated for “cause” (as
hereinafter defined), and all rights to purchase shares of Common Stock under
the Option (whether or not vested according to the schedule of Section 4) shall
be forfeited.  The Company shall have “cause”
to terminate Optionee’s employment with the Company on the basis of (i)
Optionee’s willful misconduct or gross negligence in connection with the
performance of Optionee’s responsibilities and duties for the Company, (ii) an
act by Optionee of fraud, misappropriation or dishonesty that results in or is
intended to result in Optionee’s personal enrichment at the expense of the
Company or any of its customers, vendors or suppliers, (iii) Optionee’s
commission of any act that constitutes a felony, (iv) Optionee’s commission of
any other crime or offense that involves the property, business relationships
or employees of the Company, and (v) the breach by Optionee of any obligation
of confidentiality, non-solicitation or non-competition under any written
agreement with the Company or any obligation to the Company imposed or imputed
by applicable law, or (vi) non-performance or unsatisfactory performance of the
Optionee’s responsibilities and duties.


 


7.             Nontransferability. 
The Option shall not be transferable otherwise than by will or the laws
of descent and distribution to the extent provided in Sections 5 and  6, and the Option may be exercised, during
the lifetime of the Optionee, only by the Optionee.  Without limiting the generality of the
foregoing, the Option may not be assigned, transferred (except as provided
above), pledged or hypothecated in any way, shall not be assignable by
operation of law, and shall not be subject to execution, attachment or similar
process, and any attempt to do so shall be void.


 


8.             Method of Exercising Option.


 


(a)           Subject to the terms and conditions
of this Agreement, the Option may be exercised by written notice by registered
or certified mail, return receipt requested, addressed to the Company at its
offices at the address for notices set forth in Section 10 or to its designated
representative by written notice.  Such
notice shall state that the Option is being exercised thereby and the number of
shares of Common Stock in respect of which it is being exercised.  It shall be signed by the person or persons
so exercising the Option and shall be accompanied by payment in full of the
Option price for such shares of Common Stock (i) in cash, (ii) in shares of
Common Stock held by the Optionee for a period of six months to be valued at
the Fair Market Value (as defined in Section 6(b) of the Plan) thereof on the date
of such exercise, (iii) with a combination of the foregoing, or (iv) by other
means authorized by the Committee. If the tender of shares of Common Stock as
payment of the Option price would result in the issuance of fractional shares
of Common Stock, the Company shall instead return the balance in cash or by
check to the Optionee.  If the Option is
exercised by any person or persons other than the Optionee under Section 6(a),
the notice shall be accompanied by appropriate proof of the right of such
person or persons to exercise the Option. 
The Company shall issue, in the name of the person or persons exercising
the Option, and deliver a certificate or certificates representing such shares
as soon as practicable after notice and payment shall be received.


 





















 


(b)           The Option may be exercised in
accordance with Section 5 and the terms of the Plan with respect to any whole
number of shares included therein, but in no event may an Option be exercised
as to less than one hundred (100) shares at any one time, or the remaining
shares covered by the Option if less than two hundred (200).


 


(c)           The Optionee shall have no rights of
a stockholder with respect to shares of Common Stock to be acquired by the
exercise of the Option until the date of issuance of a certificate or
certificates representing such shares. Except as otherwise expressly provided
in the Plan, 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.  All shares of Common Stock purchased upon the
exercise of the Option as provided herein shall be fully paid and
non-assessable.


 


(d)           If at any time the Company is
required to withhold tax on ordinary income recognized by the Optionee with
respect to the shares received under the Option, the amount required to be
withheld shall be provided to the Company by the Optionee.  Such amount shall be paid in due course by
the Company to the applicable taxing authorities as income taxes withheld.


 


9.             General. 
The Company shall during the term of the Option reserve and keep
available such number of shares of Common Stock as will be sufficient to
satisfy the requirements of this Agreement, shall pay all original issue taxes,
if any, with respect to the issuance of shares of Common Stock hereunder and
all other fees and expenses necessarily incurred by the Company in connection
herewith, and shall, from time to time, use its best efforts to comply with all
laws and regulations which, in the opinion of counsel for the Company, shall be
applicable hereto.


 


10.          Notices. 
Each notice relating to this Agreement shall be in writing and shall be
sufficiently given if sent by registered or certified mail, or by nationally
recognized overnight delivery service, postage or charges prepaid, to the address
as hereinafter provided. Any such notice or communication given by mail shall
be deemed to have been given two business days after the date so mailed, and
such notice or communication given by overnight delivery service shall be
deemed to have been given one business day after the date so sent. Each notice
to the Company shall be addressed to it at its offices at 200 East Randolph
Street, 52nd floor, Chicago, Illinois 60601 (Attention: Mike Nelson) or the
Company’s designee.  Each notice to the
Optionee or other person or persons then entitled to exercise the Option shall
be addressed to the Optionee or such other person or persons at the Optionee’s
last known address.


 


11.          Incorporation of the Plan. 
Notwithstanding the terms and conditions contained herein, this
Agreement shall be subject to and governed by all the terms and conditions of
the Plan. A copy of the Plan has been delivered to the Optionee and is hereby
incorporated by reference.  In the event
of any discrepancy or inconsistency between the terms and conditions of this
Agreement and of the Plan, the terms and conditions of the Plan shall control.


 


12.          Continuance of Involvement with the
Company.  The granting of the Option is in
consideration of the Optionee continuing as a director, officer, consultant or
employee of the Company or any subsidiary; provided, that nothing in this
Agreement shall confer upon the Optionee the right to continue as a member of
the board, as an officer of the Company, as a consultant to the Company or in
the employ of the Company or any subsidiary or affect the right of the Company
or any subsidiary to terminate the Optionee’s membership, officership,
consulting arrangement or employment at any time in the sole discretion of the
Company or any subsidiary, with or without cause.


 


13.          Interpretation. 
The interpretation and construction of any terms or conditions of the
Plan, or of this Agreement or other matters related to the Plan by the
Committee shall be final and conclusive.


 


14.          Enforceability. 
This Agreement shall be binding upon the Optionee and such Optionee
estate, personal representative and beneficiaries.


 


*     *     *


 





















 


IN
WITNESS WHEREOF,
the Company has caused this Agreement to be duly executed by its officer
thereunto duly authorized, and the Optionee has executed this Agreement all as
of the day and year first above written.


 


	
   

  	
   

  	
  CLICK COMMERCE, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Michael W. Nelson

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its: 

  	
  Chief Financial Officer
  and Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OPTIONEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  «First_Name»
  «Last_Name»

  
						



 


 


cc:           Michael W. Ferro, Jr.