GLOBAL GOLD CORPORATION
STOCK OPTION AGREEMENT
(NON-QUALIFIED STOCK OPTION)
THIS AGREEMENT made as of this 19th day of July, 1996 between GLOBAL GOLD
CORPORATION, a Delaware corporation, with offices at 000 Xxxx 00xx Xxxxxx, Xxxxx
0X, Xxx Xxxx, Xxx Xxxx 00000 (the "Company") and Xxxxx X. Xxxxxxxxx, residing at
000 Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 (the "Holder").
The Company has adopted the 1995 Stock Option Plan (the "Plan"). The Plan,
as it may hereafter be amended and continued, is incorporated herein by
reference and made part of this Agreement.
The Committee, which is charged with the administration of the Plan
pursuant to Section 3 thereof, has determined that it would be to the advantage
and interest of the Company to grant the option provided for herein to the
Holder as an inducement to remain in the service of the Company or one of its
subsidiaries, and as an incentive for increased efforts during such service.
NOW, THEREFORE, the parties agree as follows:
1. Pursuant to the Plan, the Company with the approval of the Committee,
hereby grants to the Holder as of the date hereof an option to purchase all or
any part of 250,000 shares of Common Stock of the Company (the "Option") at a
price per share of $1.00, and upon the terms and conditions set forth herein.
2. The Option shall continue in force through July 18, 1999 (the
"Expiration Date"), unless sooner terminated as provided herein and in the Plan.
Subject to the provisions of the Plan, and except as otherwise provided in
Section 2(c) hereof, the Option shall become fully exercisable on the date of
the grant of the Option.
(a) Except as provided hereinbelow, the Option may not be exercised
unless the Holder is then an employee (including any officer who is an
employee), consultant, employee of a consultant, advisor, agent or independent
representative of the Company or any subsidiary of the Company or any
combination thereof and unless the Holder has remained in the continuous employ
or service thereof from the date of this grant.
(b) The Option is designated as a non-qualified stock option
pursuant to the Internal Revenue Code of 1986, as amended (the "Code") and the
regulations promulgated thereunder.
(c) Notwithstanding anything contained in this Agreement to the
contrary:
(i) after the exercise of the Option, no sale or transfer of
the shares purchased thereunder may be effected without an effective
registration statement
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or an opinion of counsel for the Company that such registration is
not required under the Securities Act of 1933, as amended, and any
applicable state securities law; and
(ii) (A) if, during the term of his Agreement, there shall
occur a Change of Control of the Company (as defined in Section
2(c)(iv)(B), the Holder may, at such time, in the exercise of the
Holder's sole discretion, surrender the Option for cash equal to the
excess of the fair market value of the Common Stock of the Company
that he would have received upon the exercise of the previously
unexercised shares of Common Stock of the Company subject to the
Option over the exercise price thereof; and
(B) for purposes hereof, the term "Change of Control"
shall mean an event or series of events that would be required to be
described as a change in control of the Corporation in a proxy or
information statement distributed by the Corporation pursuant to
Section 14 of the Securities Exchange Act of 1934 in response to
Item 6(e) of Schedule 14A promulgated thereunder, or any substitute
provision which may hereafter be promulgated thereunder or otherwise
adopted. The determination of whether and when a Change in Control
has occurred or is about to occur shall be made by the Board of
Directors of the Company in office immediately prior to the
occurrence of the event or series of events constituting such change
in control.
3. In the event that the employment or service of the Holder shall be
terminated prior to the Expiration Date (otherwise than by reason of death or
disability), the Option may, subject to the provisions of the Plan, be exercised
(to the extent that the Holder was entitled to do so at the termination of his
employment or service) at any time within three months after such termination,
but not after the Expiration Date, provided, however, that if such termination
shall have been for cause or voluntarily by the Holder and without the consent
of the Company or any subsidiary corporation thereof, the Option and all rights
of the Holder hereunder, to the extent not theretofore exercised, shall
forthwith terminate immediately upon such termination. Nothing in this Agreement
shall confer upon the Holder any right to continue in the employ or service of
the Company or any consultant of the Company or affect the right of the Company
or any subsidiary to terminate his employment or service at any time.
4. If the Holder shall (a) die while he is employed by or serving the
Company or a corporation which is a subsidiary thereof or within three months
after the termination of such employment (other than termination for cause, or
voluntarily on his part and without the consent of the Company or subsidiary
corporation thereof) or (b) become permanently and totally disabled within the
meaning of Section 22 (e)(3) of the Code while employed by or serving the
Company or such subsidiary, then, notwithstanding anything contained in this
Agreement to the contrary, such Option shall become fully exercisable upon the
occurrence of any such event, and the Option may be exercised as set forth
herein by the Holder or by the person or persons to
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whom the Holder's rights under the Option pass by will or applicable law, or if
no such person has such right, by his executors or administrators, at any time
within one year after the date of death of the original Holder, or one year
after the date of permanent or total disability, but in either case, not later
than the Expiration Date.
5. (a) The Holder may exercise the Option with respect to all or any part
of the shares then purchasable hereunder by giving the Company written notice of
such exercise in the form annexed as Exhibit A, as provided in Section 9 hereof.
Such notice shall specify the number of shares as to which the Option is being
exercised and shall be accompanied by payment in full in cash of an amount equal
to the exercise price of such shares multiplied by the number of shares as to
which the Option is being exercised; provided that, if permitted by the Board of
Directors of the Company, the purchase price may be paid, in whole or in part,
by surrender or delivery to the Company of securities of the Company having a
fair market value on the date of the exercise equal to the portion of the
purchase price being so paid, and in such event, the fair market value shall be
determined pursuant to Section 5 of the Plan.
(b) Prior to or concurrently with delivery by the Company to the
Holder of a certificate representing such shares, the Holder shall, upon
notification of the amount due, pay promptly any amount necessary to satisfy
applicable Federal, state or local income tax requirements. In the event such
amount is not paid promptly, the Company shall have the right to apply from the
purchase price paid any taxes required by law to be withheld by the Company with
respect to such payment and the number of shares to be issued by the Company
will be reduced accordingly.
6. Notwithstanding any other provision of the Plan, in the event of a
change in the outstanding Common Stock of the Company by reason of a stock
dividend, split-up, split-down, reverse split, recapitalization, merger,
consolidation, combination or exchange of shares, spin-off, reorganization,
liquidation or the like, then the aggregate number of shares and price per share
subject to the Option shall be appropriately adjusted by the Board of Directors
of the Company, whose determination shall be conclusive.
7. No options granted hereunder shall be transferable other than by will
or by the laws of descent and distribution. Options may be exercised, during the
lifetime of the Holder, only by the Holder, or by his guardian or legal
representative. In the event of any attempt by the Holder to transfer, assign,
pledge, hypothecate or otherwise dispose of the Option or of any right
hereunder, except as provided for herein, or in the event of the levy or any
attachment, execution or similar process upon the rights or interest hereby
conferred, the Company may terminate the Option by notice to the Holder, and it
shall thereupon become null and void.
8. Neither the Holder nor, in the event of his death, any person entitled
to exercise his rights, shall have any of the rights of a stockholder with
respect to the shares subject to the Option until share certificates have been
issued and registered in the name of the Holder or his estate, as the case may
be.
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9. All notices or other communications required or permitted to be given
pursuant to this Agreement shall be in writing and shall be considered as duly
given on (a) the date of delivery, if delivered in person, by nationally
recognized overnight delivery service or by facsimile or (b) three days after
mailing if mailed from within the continental United States by registered or
certified mail, return receipt requested, to the party entitled to receive the
same, if to the Company, Global Gold Corporation, 000 Xxxx 00xx Xxxxxx, Xxxxx
0X, Xxx Xxxx, Xxx Xxxx 00000, facsimile number (000) 000-0000, with a copy to
Law Offices of Xxxxxxx X. Field, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
facsimile number (000) 000-0000, and if to the Holder, c/o Global Gold
Corporation, 000 Xxxx 00xx Xxxxxx, Xxxxx 0X, Xxx Xxxx, Xxx Xxxx 00000, facsimile
number (000) 000-0000. Any party may change its or his address by giving notice
to the other party stating its or his new address. Commencing on the 10th day
after the giving of such notice, such newly designated address shall be such
party's address for the purpose of all notices or other communications required
or permitted to be given pursuant to this Agreement.
10. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York. The parties agree that any action to enforce
this Agreement shall be brought solely in any Federal or state court of
competent jurisdiction in the State of New York in the City of New York, and
each party hereby consents to personal jurisdiction in any action and waives any
right to contest to such jurisdiction on the grounds of forum non-conveniens,
but such consent shall not constitute a general appearance or be available to
any other person who is not a party to this Agreement. Each party agrees that
service of process upon it or him may be made in any manner permitted by the
laws of the State of New York and hereby agrees that service will be deemed
sufficient over it or him if service is made by registered or certified mail to
the address set forth herein for the Holder and the Company.
11. In the event that any question or controversy shall arise with respect
to the nature, scope or extent of any one or more rights conferred by this
Agreement, the determination by the Committee (as constituted at the time of
such determination) of the rights of the Holder shall be conclusive, final and
binding upon the Holder and upon any other person who shall assert any right
pursuant to this Agreement.
GLOBAL GOLD CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxxx, President
ACCEPTED AND AGREED:
/s/ Xxxxx X. Xxxxxxxxx
-----------------------
Xxxxx X. Xxxxxxxxx
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EXHIBIT A
FORM OF NOTICE OF EXERCISE
TO: GLOBAL GOLD CORPORATION
000 Xxxx 00xx Xxxxxx, Xxxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
The undersigned hereby exercises his option to purchase _______ shares of
Common Stock of Global Gold Corporation (the "Company"), as provided in the
Stock Option Agreement dated as of July 19, 1996 at $1.00 per share or a total
of $ __________, and makes payment therefor as follows:
(a) To the extent of $________ of the purchase price, the
undersigned hereby surrenders to the Company certificates for shares of its
Common Stock, which, valued at $_______ per share, the fair market value
thereof, equals such portion of the purchase price.
(b) To the extent of the balance of the purchase price, the
undersigned has enclosed a certified or bank check payable to the order of the
Company for $__________. A stock certificate or certificate for the shares shall
be delivered in person or mailed to the undersigned at the address shown below.
The undersigned hereby represents and warrants that it is his present
intention to acquire and hold the aforesaid shares of Common Stock of the
Company for his own account for investment, and not with a view to the
distribution of any thereof, and agrees that he will make no sale thereof except
in compliance with the applicable provisions of the Securities Act of 1933, as
amended.
_____________________________________
Signature
_____________________________________
Print Name
_____________________________________
Street Address
_____________________________________
City, State and Zip Code
Dated:
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AMENDMENT TO GLOBAL GOLD CORPORATION STOCK OPTION AGREEMENT
(NON-QUALIFIED OPTION)
THIS AMENDMENT dated as of November 4, 1996 between Global Gold
Corporation, a Delaware corporation (the "Company") and Xxxxx X. Xxxxxxxxx (the
"Holder").
W I T N E S S E T H:
WHEREAS, the Company granted to the Holder a non-qualified option to
purchase 250,000 shares of the Company's common stock at an exercise price of
$1.00 per share by an agreement dated as of July 19, 1996 (the "Option
Agreement");
WHEREAS, the Company desires to amend the Option Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Section 1 of the Option Agreement is hereby amended by
substituting the exercise price of "$0.50 per share" in lieu of the exercise
price of "$1.00 per share" now appearing therein.
2. Except as otherwise set forth herein, all of the other terms and
conditions of the Option Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first above written.
Global Gold Corporation
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxxx, President
/s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxxx, President
