KENT FINANCIAL SERVICES, INC.
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INCENTIVE STOCK OPTION AGREEMENT
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THIS AGREEMENT is made as of ____________, 2005 between Kent Financial
Services, Inc. ("Company") and ___________________ ("Optionee"). Terms used
herein have the same meaning as in the Company's 2005 Stock Option Plan
("Plan").
1. The Company hereby grants to Optionee an option ("Option") to purchase
__________________ shares ("Shares") of the Company's Common Stock pursuant
and subject to the terms of the Plan, a copy of which has been delivered to
Optionee and which is incorporated herein by reference. The Option is
intended to constitute an incentive stock option as defined in Section
422(b) of the Internal Revenue Code of 1986, as amended, and will be
interpreted accordingly.
2. The Option exercise price per Share shall be $_______________.
3. The Option shall expire on (Date + 10 years) (Date + 5 years for 10%
stockholder), unless earlier terminated.
4. Payment of the exercise price of the Option shall be made in cash by
bank-certified, cashier's or personal check subject to collection, in kind
by delivery of shares of Common Stock of the Company that have been owned
by the Optionee for at least six months having a fair market value equal to
the portion of the Option exercise price so paid} or [pursuant to
procedures adopted by the Committee to allow broker-assisted "cashless
exercises", as provided in Section 10(c) of the Plan.
5. The Option shall [be] become exercisable [immediately] as to [______%] of
the Shares covered hereby, at a cumulative rate of ______% on each of the
first __________ anniversaries of the date of this Agreement, provided that
the Optionee has remained in the continuous employ of the Company from the
date of this Agreement.
The Option may be exercised in accordance with this Agreement and the Plan
prior to the expiration date (or earlier termination or cancellation date
under Section 3) at any time, and may be exercised in whole or in part as
to the Shares then available for purchase but in no event for fewer than
100 Shares. This Option may be exercised only to acquire whole Shares. No
fractional shares shall be issued, and an exercise that would otherwise
result in the issuance of fractional shares shall be disregarded to the
extent of the fraction.
6. The Option shall not be transferable otherwise than by will or by the laws
of descent and distribution and during the lifetime of Optionee shall be
exercisable only by Optionee or by the personal representative or guardian
of the Optionee.
7. Nothing herein or in the Plan shall confer upon any employee of the Company
any right to continue in the employment of the Company.
8. The Option and the Plan are subject to adjustments, modifications and
amendments as provided in the Plan.
9. Subject to the Plan, this Agreement shall bind and inure to the benefit of
the Company, Optionee and their respective successors, permitted assigns
and personal representatives.
10. This Agreement will be governed by and construed under the laws of
Delaware.
11. Any disputes, claims or interpretive issues arising hereunder shall be
resolved by the Committee in its sole and absolute discretion, and the
Committee's determinations shall be final and uncontestable. This Agreement
and the Option are subject to all of the terms and conditions of the Plan.
If there is any conflict between the terms of the Plan and the terms of the
Agreement, the terms of the Plan shall govern.
12. Any capitalized terms used but not defined herein shall have the meanings
set forth in the Plan.
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be
effective from the date first above written.
KENT FINANCIAL SERVICES, INC.
By:
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Name:
Title:
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Employee
