MEDIA SOURCE, INC.
NON-STATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT made this __10th__ day of ___May_____, 2000, between MEDIA
SOURCE, INC., a Corporation existing under the laws of the State of Delaware
(hereinafter referred to as the "Company"), and _____S. Xxxxxx Davis_________,
hereinafter referred to as "Employee" or "Optionee".
WHEREAS, S. Xxxxxx Xxxxx, Optionee, has extended his Subordinated Note,
dated July 16, 1997, until January 1, 2004. Further more, the Company believes
that the future growth and development of the Company will be due primarily to
the energy, skill and resourcefulness of its directors, officers and key
employees and that the Company believes that the grant of the following stock
options will advance the interests of the Company and provide an additional
incentive to such personnel through the acquisition of a proprietary interest in
the Company and serve as an inducement for the attraction and retention of
executive talent and skilled employees.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree as
follows:
1. GRANT OF OPTION: The Company hereby irrevocably grants to Employee the
right and option hereinafter called "Option" to purchase all or any part of an
aggregate of __One Hundred Thousand ( 100,000)____ Common Shares on the terms
and conditions herein set forth.
2. PURCHASE PRICE: The purchase price of the Common Shares covered by the
Option granted hereunder shall be $__2.25____ per share, being 1/8 above the
fair market value of each such shares, that being the closing bid quotations of
such Common Stock as reported by NASDAQ on ____May 10, 2000_____.
3. EXPIRATION: The option contained herein shall in no event be exercisable
prior to the expiration of ____three_____ (__3__) years from the date of this
Agreement.
4. LIMITATION UPON EXERCISE: The option granted hereunder may be exercised
in whole or from time to time in part at any time commencing thirty-six months
from the day of grant, and extending not more than ______six ( 6 ) years from
the date hereof.
In the event of changes in the outstanding common shares of the Company by
reason of stock dividends, stock splits, recapitalizations, mergers,
consolidations, combinations or exchange of shares, separations,
reorganizations, or liquidations, the appropriate adjustment in the number of
shares as to which outstanding options, or portions thereof then unexercised,
shall be exercisable to the end that the optionee's proportionate interest shall
be maintained as before the occurrence of such events; such adjustment in
outstanding options shall be made without change in the total price applicable
to the unexercised portion of the option and with a corresponding adjustment in
the option price per share.
In the event the optionee during his life ceases to be an employee of the
Company by reason of retirement or for any reason other than a disability within
the meaning of Section 105(d) (4) of the Internal Revenue Code, any option or
unexercised portion granted to him which is otherwise exercisable shall
terminate unless it is exercised within three (3) months of the date on which he
ceases to be an employee, and in any event, no later than the date of expiration
of the option period; provided, however, if such optionee who ceases to be an
employee of the Company or of any subsidiary of the Company has become so
disabled, any option or unexercised portion granted to him shall terminate
unless it is exercised within twelve (12) months of the date on which he ceases
to be an employee, and in any event no later than the date of expiration of the
option period. In the event of the death of the optionee while he is an employee
of the Company or any subsidiary of the Company or within not more than three
(3) months of the date of which he ceases to be such employee any option or
unexercised portion thereof granted to him, if otherwise exercisable by the
optionee at the date of death, may be exercised by his personal representative,
heirs, or legatees at any time prior to the expiration of one year from the date
of the death of the optionee, but in any event not later than the date of
expiration of the option by its terms.
5. METHOD OF EXERCISE: Any shares purchased pursuant to the Option
hereunder shall be paid for by the Employee at the time of purchase. The Option
may be exercised from time to time as provided for herein upon written notice to
the Company stating the number of shares with respect to which the Option is
being exercised, and the time of delivery desired, which time shall be at least
fifteen (15) days after the giving of such notice unless an earlier date shall
be mutually agreed upon.
6. WITHHOLDING AGREEMENT: In the event Employee shall exercise this Option,
Employee agrees that the Company may at its discretion make reasonable
withholding from Employee's salary to take into account Employee's ordinary
earnings, including the earnings estimated by the Company to have resulted from
such exercise for all state and federal tax purposes.
IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement to
be duly executed by its Officer thereunto duly authorized, and the Employee has
hereunto set his and upon this Agreement to be effective as of the date and year
first written above.
OPTIONEE: EMPLOYEE MEDIA SOURCE, INC.
______________________________ By: ______________________
(Signature)
______________________________ Its: _____________________
(Xxxxxx Xxxxxxx)
______________________________
(City) (State) (Zip Code)
______________________________
(Social Security Number)
