STOCK OPTION AGREEMENT
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THIS AGREEMENT, made and entered into as of the _____ day of ________,
2000, by and between XXXXXXXXXXX.XXX, a Florida corporation (hereinafter
referred to as the "Company"), and ____________________________ (hereinafter
referred to as "Optionee").
W I T N E S S E T H:
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WHEREAS, the Company has adopted a Stock Option Plan for the benefit of the
employees of the Company; and
WHEREAS, Optionee has been approved by the Board of Directors of the
Company for the grant of an option under said Plan; and
WHEREAS, Optionee desires to be granted an option pursuant to said Plan;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and in consideration of the sum of Ten ($10.00) Dollars in
hand paid, receipt whereof is hereby acknowledged, the parties hereto hereby
agree as follows:
1. Grant of Option. The Company hereby grants to Optionee an option to
acquire the number of shares of the Company's common stock subject to exercise
price and vesting schedule set forth on Schedule A, the terms of which are
incorporated herein by reference.
2. General Options. The options shall have a five (5) year term.
Optionee is required to be employed at each annual vesting date to vest the
options in accordance with Schedule "A". Optionee shall be given retroactive
credit for prior years of service.
Optionee may exercise his option pursuant to Schedule A by
written notice to the Company, specifying the intent of the Optionee to exercise
his option, the date on which he will purchase such shares, and the number of
shares to be purchased. Upon the date so specified, Optionee shall pay the
Company the purchase price for the number of shares to be so purchased in cash
or cashiers check, and shall sign such investment letter as shall be required by
the Company. The Company shall forthwith issue to Optionee and deliver to him a
stock certificate or certificates for the number of shares so purchased. In the
alternative, Optionee may elect the "cashless exercise" provision and receive
the Net Issue Exercise Shares in accordance with Exhibit "A."
The Company should not be obligated to deliver any shares unless and
until there has been compliance with all applicable securities regulations.
3. [Reserved]
4. Adjustments. In the event of any stock dividend, split-up, combination
or exchange of shares, recapitalization, merger, consolidation, acquisition of
property or stock, separation, reorganization, or the like, the number and class
of shares subject to this Agreement and the option price therefor shall be
proportionately adjusted.
5. Non-Transferability of Options. The option granted hereunder shall not
be transferable by Optionee otherwise than by will or the laws of descent and
distribution, and may be exercised during the lifetime of the Optionee only by
him.
6. Death or Termination of Employment.
a. In the event of the death of Optionee while the option granted hereunder
is outstanding, such option may be exercised by the person or persons to whom
Optionee's rights under the option are passed by will or the laws of descent and
distribution (including his estate during the period of administration) at any
time prior to the earlier of (i) the expiration date of the option, or (ii) the
expiration of one (1) year after the date of Optionee's death (or such longer
period, not exceeding one (1) additional year, as the Board of Directors or
Administrative Committee may approve), to the extent of the option granted
hereunder (whether or not the required period of employment after the date of
this Agreement has been completed prior to the death or date of exercise of the
option).
In the event the employment by the Company of Optionee shall terminate for
any reason other than by death under the circumstances set forth in subparagraph
(a) above, the vested but unexercised portion of such option may be exercised by
Optionee at any time prior to the earlier of (i) the expiration of the option,
or (ii) the expiration of ninety (90) days after the date of such termination,
to the extent Optionee is entitled to exercise such option at the date of such
termination.
b. In the event the employment by the Company of Optionee shall, in the
opinion of the Board of Directors or Administrative Committee have been
terminated under circumstances which, in the opinion Board or Committee,
constitute cause for discharge, such option, and all rights to purchase shares
pursuant thereto, except as to shares theretofore purchased pursuant to exercise
of such option, shall forthwith terminate.
7. Expenses. The Company shall pay the cost of documentary stamps on any
stock issued hereunder.
8. Amendment and Termination. The Company has reserved the right to amend
or terminate at any time the Plan under which this Agreement is made, provided
that any amendment or termination shall not affect Optionee's right to the
benefit of this Agreement.
9. Counterparts. This Agreement may be executed in several counterparts and
all so executed shall constitute one agreement, binding on all of the parties
hereto, notwithstanding that all of the parties are not signatory to the
original or the same counterpart.
10. Construction and Severability. This Agreement shall be construed in
accordance with and governed by the laws of the State of Florida, and the
invalidity of any one or more portions of this Agreement or any part thereof,
all of which are inserted conditionally on their being valid in law shall not
affect the validity of any other portion of this Agreement; and in the event
that one or more portions contained herein shall be invalid, this instrument
shall be construed as if such invalid portions had not been inserted.
11. Binding. Except as herein otherwise provided to the contrary, this
Agreement shall be binding upon and inure to the benefit of the parties
signatory hereto, their personal representatives, heirs, successors and assigns.
12. Employment. Nothing in this Agreement or the options granted hereunder
shall confer any right to Optionee to continue in the employ of the Company, or
interfere in any way with any of the rights of the Company, except as expressly
provided for herein.
13. Costs and Attorney's Fees. If the obligations of the parties expressed
herein are the subject of litigation, the prevailing party shall be entitled to
recover from the other party all reasonable costs and expenses of such
litigation, including reasonable attorneys fees and costs of appeal.
14. Modification. No change or modification in this Agreement shall valid
unless the same be in writing and signed by the parties hereto.
15. Applicable Law. This Agreement shall be construed and regulated under
and by the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals the day and year first above written.
XXXXXXXXXXX.XXX, a Florida corporation
By:
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President
Attest:
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Secretary
"OPTIONEE"
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Print Name:
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EXHIBIT "A"
NET ISSUE EXERCISE SHARES
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The Optionee may elect to receive, without the payment by the Optionee
of any additional consideration, shares equal to the value of this Option or any
portion hereof by the surrender of this Option or such portion to the Company,
together with written notice that the Optionee wishes to elect to exercise this
Option on a net issue exercise basis, at the office of the Company. Thereupon,
the Company shall issue to the Optionee such number of fully paid and
nonassessable shares of Common Stock of the Company as is computed using the
following formula:
X = Y (A-B)
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A
Where
X = the number of shares to be issued to the Optionee on the
exercise of this Option or any portion thereof.
Y = the number of shares covered by this Option in respect of
which the net issue election is made.
A = the fair market value of one share of Common Stock, as
determined in good faith by the Board of Directors of the
Company, as at the time the net issue election is made.
B = the Option Price in effect at the time the net issue
election is made.
The Board shall promptly respond in writing to an inquiry by the Optionee as to
the fair market value of one share of Common Stock.
SCHEDULE "A"
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Name of Optionee:
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Number of Options issued to
acquire Common Stock
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Exercise Price per Option $
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Vesting Schedule
Immediately Vested #
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, 2000 #
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, 2001 #
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, 2002 #
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#
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Optionee Initials Company Initials
