Exhibit 99.1 ONE LINK 4 TRAVEL, INC. STOCK OPTION AGREEMENT One Link 4 Travel,
Inc. a Delaware corporation (the "Company"), desiring to provide to the person
named below (the "Optionee") an opportunity for an investment in the Company
and additional incentives for Optionee's efforts on behalf of ...
ONE LINK 4 TRAVEL, INC.
STOCK OPTION AGREEMENT
One Link 4 Travel, Inc. a Delaware corporation (the "Company"), desiring to
provide to the person named below (the "Optionee") an opportunity for an
investment in the Company and additional incentives for Optionee's efforts on
behalf of the Company, hereby grants to the Optionee, and the Optionee hereby
accepts, a stock option (the "Option") pursuant to the Company's 2005 Stock
Incentive Plan (the "Plan") to purchase the number of shares of the Company's
common stock as specified below (the "Option Shares"), during the term ending at
midnight (prevailing local time at the Company's principal office) on the
expiration date of the Option specified below, at the option exercise price
specified below subject to and upon the following terms and conditions:
1. Identifying Provisions. As used in this Option, the following terms
shall have the following respective meanings:
Type of Option: [Check One] ____________ ISO ________ Non-ISO
Date of Grant:: ________, 2005
Option Shares: _____________
Exercise Price: $_____________
Expiration Date: ______________
(Number of Option Shares) First Date Exercisable
The first anniversary of the
Date of Grant
35 equal installments of _____ shares _________ __, ____ for the
first of the 35 installments and
the __ day of each of the
succeeding 34 calendar months for
one of the remaining 34
Final installment of ____ shares __________ __, ____
2. Exercisability. Each installment of the Option (and "Installment")
indicated under the caption "Installment" in the Exercisability Schedule in
Section 1 may be exercised only (a) on or after the date shown in the
corresponding column on the Exercisability Schedule under the caption "First
Date Exercisable" in Section 1, and (b) on or before the Expiration Date. No
Installment may be exercised before its First Date Exercisable or after the
Expiration Date. An Installment which is not exercised on or before the
Expiration Date shall expire at midnight on the Expiration Date. Each
Installment of the Option shall be subject to expiration before the Expiration
Date as provided in Section 5.
3. Exercise Of Option.
(a) All or part of the Option may be exercised by delivering to the
Secretary of the Company (i) a Notice And Agreement Of Exercise Of Option,
substantially in the form attached hereto as Exhibit A, specifying the
number of Option Shares with respect to which the Option is being
exercised, and (ii) full payment for these shares. Payment shall be made by
certified or bank cashier's check or by a wire transfer of immediately
(b) Promptly following receipt of the Notice And Agreement Of Exercise
Of Option together with the full payment of the Option Price for the Option
Shares being purchased, the Company shall deliver to the Optionee a
properly executed certificate or certificates representing the Option
Shares being purchased.
(c) During the lifetime of the Optionee, the Options shall be
exercisable only by the Optionee; provided, that in the event of the legal
disability of an Optionee, the guardian or personal representative of the
Optionee may exercise the Options.
(d) No Option may be exercised unless the shareholders of the Company
approve the Plan.
4. Withholding Taxes. The Company may take such steps as it deems necessary
or appropriate for the withholding of any taxes which the Company is required by
any law or regulation or any governmental authority, whether federal, state or
local, domestic or foreign, to withhold in connection with the Option including,
but not limited to, the withholding of all or any portion of any payment owed by
the Company to the Optionee or the withholding of issuance of Option Shares to
be issued upon the exercise of the Option.
5. Expiration of Installments. If the Optionee's "Continuous Status as an
Employee or Consultant" as defined in the Plan is terminated for any reason at a
time when any Installment of the Option has not been exercised:
(a) Each Installment which is not yet exercisable as of the date of
Optionee's termination (the "Termination Date") shall expire on the
Termination Date; and
(b) Each Installment which is exercisable as of the Termination Date
shall expire 90 days after the Termination Date unless termination is due
to the Optionee's death or disability in which event the expiration shall
be 180 days after the Termination Date.
6. Securities Laws Requirements. No Option Share shall be issued unless and
until, in the opinion of the Company, there has been full compliance with any
applicable registration requirements of the Securities Act of 1933, any
applicable listing requirements of any securities exchange on which stock of the
same class has been listed, and any other requirements of law or any regulatory
bodies having jurisdiction over such issuance and delivery. Pursuant to the
terms of the Notice And Agreement Of Exercise Of Option (Exhibit A) that shall
be delivered to the Company upon each exercise of the Option, the Optionee shall
acknowledge, represent, warrant and agree as follows:
(a) All Option Shares shall be acquired solely for the account of the
Optionee for investment purposes only and with no view to their resale or
other distribution of any kind (Note: This provision will be applicable
only if the issuance of the Option Shares is not registered at the time of
exercise of the Options);
(b) No Option Share shall be sold or otherwise distributed in
violation of the Securities Act of 1933 or any other applicable federal or
state securities laws;
(c) The Optionee shall report all sales of Option Shares to the
Company in writing on a form prescribed by the Company; and
(d) If and so long as the Optionee is subject to reporting
requirements under Section 16(a) of the Securities Exchange Act of 1934
(the "Exchange Act"), he shall (i) be aware that any sale by him or his
immediate family of shares of the Company's common stock or any of the
Option Shares within six months before or after any transaction deemed to
be a "purchase" of an equity security of the Company may create liability
for him under Section 16(b) of the Exchange Act, (ii) consult with his
counsel regarding the application of Section 16(b) of the Exchange Act
prior to any exercise of the Options, and prior to any sale of shares of
the Company's common stock or the Option Shares, (iii) furnish the Company
with a copy of each Form 4 and Form 5 filed by him, and (iv) timely file
all reports required under the federal securities laws.
(e) No Option Shares may be sold, transferred or otherwise disposed of
prior to six months from the Date of Grant.
The restrictions described in Sections 6(a), (b), (c), (d), and (e) above,
or notice thereof, may be placed on the certificates representing the Option
Shares purchased, and the Company may refuse to issue the certificates or to
transfer the shares on its books unless it is satisfied that no violation of
such restrictions will occur.
7. Transferability. The Option shall not be transferable by the Optionee,
either voluntarily or involuntarily, except by will or the laws of descent and
distribution. Except as provided in the preceding sentence, any attempt to
transfer the Option shall void the Option.
8. Adjustment By Stock Split, Stock Dividend, Etc. If at any time the
Company increases or decreases the number of its outstanding shares of Common
Stock, or changes in any way the rights and privileges of such shares, by means
of the payment of a stock dividend or the making of any other distribution on
such shares payable in its Common Stock, or through a stock split or subdivision
of shares, or a consolidation or combination of shares, or through a
reclassification or recapitalization involving its Common Stock, the numbers,
rights and privileges of the shares of Common Stock included in the Option shall
be increased, decreased or changed in like manner as if such shares had been
issued and outstanding, fully paid and nonassessable, at the time of such
occurrence, and the Option Price shall be adjusted accordingly.
9. Change in Control. In the event of a Change in Control of the Company as
defined in the Plan, all Installments which have not been exercised, expired
pursuant to Section 2 or terminated pursuant to Section 5, and whether or not
the First Date Exercisable for the Installment has occurred, shall be purchased
by the Company for an amount of cash or other property equal in amount or value
to the positive amount, if any, by which the Exercise Price of the Option Shares
is exceeded by the Fair Market Value of the Option Shares subject to the
Installments; provided that in the context of a Change in Control involving a
sale, exchange or distribution with respect to the Common Stock of the Company,
the Fair Market Value of the Option Shares shall equal the consideration the
Optionee would have received for the Option Shares had the Optionee held the
Option Shares subject to the Installments on the date of the Change in Control
and participated in the transactions which resulted in the Change in Control.
The preceding sentence shall not apply if the Option Committee has taken one or
more of the following actions prior to the Change in Control: (i) cause the
Option to be assumed, or new rights substituted therefor, by another entity,
through the continuance of the Plan and the assumption of outstanding Options,
or the substitution for the Option of new options and new rights to purchase of
comparable value covering shares of a successor corporation, with appropriate
adjustments as to the number and kind of shares and exercise prices, in which
event the Plan and such Options and Rights to Purchase, or the new options and
rights to purchase substituted therefor, shall continue in the manner and under
the terms so provided, (ii) accelerate the time at which the Option then may be
exercised so that the Option may be exercised for a limited period of time on or
before the date of the Change in Control.
10. Common Stock To Be Received Upon Exercise. Optionee understands that
the Company is under no obligation to register the issuance of the Option
Shares, the resale of the Option Shares, or the Option Shares, under the
Securities Act of l933, as amended (the "Securities Act"), and that in the
absence of any such registration, the Option Shares cannot be sold unless they
are sold pursuant to an exemption from registration under the Securities Act.
The Company is under no obligation to comply, or to assist the Optionee in
complying, with any exemption from such registration requirement, including
supplying the Optionee with any information necessary to permit routine sales of
the Option Shares under Rule l44 of the Securities and Exchange Commission.
Optionee also understands that with respect to Rule l44, routine sales of
securities made in reliance upon such Rule can be made only in limited amounts
in accordance with the terms and conditions of the Rule, and that in cases in
which the Rule is inapplicable, compliance with another exemption under the
Securities Act will be required. Thus, the Option Shares will have to be held
indefinitely in the absence of registration under the Securities Act or an
exemption from registration.
11. Privilege Of Ownership. Optionee shall not have any of the rights of a
stockholder with respect to the shares covered by the Options except to the
extent that one or more certificates for such shares shall be delivered to him
upon exercise of the Options.
12. Notices. Any notices and other communications required or permitted to
be given under this Agreement shall be in writing, shall be deemed to have been
given to a party on the date of service if delivered personally, if delivered to
the address designated below, or if delivered by facsimile to the number
designated below, or shall be deemed to have been given on the fifth day after
mailing by registered or certified mail, postage prepaid, if mailed to the party
to whom notice is to be given, and shall be addressed as follows:
(a) if to the Company:
One Link 4 Travel, Inc.
One Market Plaza
Spear Tower, 36th Floor
San Francisco, CA 94105
Facsimile: (415) 982-1401
(b) if to the Optionee: At the address listed below his
name on the last page of this Agreement.
Any party may change its address for purposes of this Section 11 by giving the
other parties written notice of the new address in the manner set forth above.
13. No Right to Continue as Employee or Consultant. Nothing in this
Agreement shall be considered to confer on the Optionee any right to continue as
an employee or consultant of the Company or to limit the Company's right to
terminate the Optionee.
14. 2005 Stock Incentive Plan. This Option is subject to, and the Company
and the Optionee agree to be bound by, all of the terms and conditions of the
Plan under which this Option was granted, as the same shall have been amended
from time to time in accordance with the terms thereof. Pursuant to the Plan,
the Board of Directors of the Company, or its Committee established for such
purposes is vested with final authority to interpret and construe the Plan or
this Option, and is authorized to adopt rules and regulations for carrying out
the Plan. A copy of the Plan in its present form is available for inspection
during business hours by the Optionee at the Company's principal office.
15. General Provisions. This instrument, together with the Plan, (a)
contains the entire agreement between the parties, (b) may not be amended nor
may any rights hereunder be waived except by an instrument in writing signed by
the party sought to be charged with such amendment or waiver, (c) shall be
construed in accordance with, and governed by, the laws of Delaware, and (d)
shall be binding upon and shall inure to the benefit of the parties and their
respective personal representatives and assigns, except as above set forth. All
pronouns contained herein and any variations thereof shall be deemed to refer to
the masculine, feminine or neuter, singular or plural as the identity of the
parties hereto may require.
16. Effective Date. This Agreement shall not become effective until (i) the
Plan is approved by the Company's shareholders, and (ii) the Optionee accepts
this Agreement by returning a copy of this Option to the Company completed and
signed below by the Optionee and, if the Optionee is married, by the Optionee's
spouse. When the shareholders approve the Plan and Optionee so accepts this
Agreement, this Agreement shall become effective retroactive to the Date of
Grant without the necessity of further action by either the Company or the
ONE LINK 4 TRAVEL, INC.
F. W. Guerin, CEO
I accept this Stock Option Agreement and agree to be bound by all of its terms.
I acknowledge receipt of a copy of the One Link 4 Travel, Inc. 2005 Stock
|_| I am not married.
|_| I am married to .
Social Security Number:
I am the spouse of the Optionee. I have read the Stock Option Agreement,
and I understand that the Option is not transferable. I agree to be bound by the
Stock Option Agreement insofar as I may have any interest in the Option as the
(To One Link 4 Travel, Inc. Stock Option Agreement)
ONE LINK 4 TRAVEL, INC.
NOTICE AND AGREEMENT OF EXERCISE OF OPTION
I hereby exercise my Option dated __________ as to ______ shares of the
common stock (the "Option Shares") of One Link 4 Travel, Inc. (the "Company") at
a purchase price of $____ per share. The total exercise price for these Option
Shares is $_________. Enclosed is payment in the form of _________________.
Enclosed are the documents and payment specified in Section 3 of my Option
I understand that no Option Shares will be issued unless and until, in the
opinion of the Company, there has been full compliance with any applicable
registration requirements of the Securities Act of l933, as amended, any
applicable listing requirements of any securities exchange on which stock of the
same class is then listed, and any other requirements of law or any regulatory
bodies having jurisdiction over such issuance and delivery. I hereby
acknowledge, represent, warrant and agree, to and with the Company as follows:
a. The Option Shares I am purchasing are being acquired for my own
account for investment purposes only and with no view to their resale
or other distribution of any kind, and no other person (except, if I
am married, my spouse) will own any interest therein. (Note: This
provision to be included only if issuance of Option Shares is not
registered at the time of exercise.)
b. I will not sell, transfer or dispose of my Option Shares in violation
of the Securities Act of l933, as amended, or any other applicable
federal or state securities laws.
c. I will not sell, transfer, or otherwise dispose of any Option Shares
prior to six months from the Date of Grant.
d. I will report all sales of Option Shares to the Company in writing on
a form prescribed by the Company.
e. I agree that the Company may, without liability for its good faith
actions, place legend restrictions upon my Option Shares and issue
"stop transfer" instructions requiring compliance with applicable
securities laws and the terms of my Option Agreement.
f. If and so long as I am subject to reporting requirements under Section
l6(a) of the Securities Exchange Act of l934, as amended (the
"Exchange Act"), I recognize that any sale by me or my immediate
family of the Company's common stock may create liability for me under
Section l6(b) of the Exchange Act ("Section l6(b)"). Therefore, I have
consulted with my counsel regarding the application of Section l6(b)
to this Option.
g. I will consult with my counsel regarding the application of Section
l6(b) before I sell any shares of the Company's common stock,
including the Option Shares, and I will furnish the Company with a
copy of each Form 4 and Form 5 filed by me and will timely file all
reports that I may be required to file under the federal securities
The number of Option Shares specified above are to be issued in the name or
names set forth below in the left-hand column.
(Print Your Name) Signature
(Print Name of spouse if you Address
wish joint registration)
City, State and Zip Code