Exhibit 4.2
Stock Option Agreement
Under the OnCourse Technologies, Inc.
Stock Option Plan
This Stock Option Agreement is made this _______ day of _____ 200_, by and
between OnCourse Technologies Inc., a Nevada business corporation (the
"Company"), and ___________________________, an individual resident of the State
of _________________________ (the "Employee Participant").
Whereas,
The Employee Participant is now employed by the Company and/or one of its
Subsidiaries and the Company desires to:
o Provide additional incentives to the Employee Participant
o Encourage the Employee Participant to remain in the employ of the
Company and/or its Subsidiaries
o Encourage stock ownership by the Employee Participant
As an inducement thereto, the Board of Directors of the Company has determined
to grant to the Employee Participant an Option according to the Company's Stock
Option Plan (the "Plan"), a copy of which is attached to this document as
Exhibit A and made a part hereof.
Now, Therefore, it is agreed between the parties as follows:
1. Grant of Option. Subject to the terms and conditions of the Plan and this
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Stock Option Agreement, the Company hereby grants to the Employee
Participant the right and option to purchase from the Company up to, but
not exceeding in the aggregate, ______________ shares of the Company's
Common Stock (the "Option") at a price of $____________ per share (the
"Purchase Price").
2. Vesting of Right to Exercise Option. The Option granted by this Stock
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Option Agreement may not be exercised prior to January 1, 2001. The
Employee Participant may purchase from the Company shares covered by this
Option, according to the following installment schedule, so that by
__________________ this Option shall be fully exercisable.
Vesting Schedule
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Installment On or after Number of shares which
Number: this date: maybe exercised
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1 shares
2 additional shares
3 additional shares
4 additional shares
5 additional shares
To the extent not exercised, installments shall accumulate and may be
exercised by the Employee Participant, in whole or in part, in any
subsequent period. Any provisions of this Stock Option Agreement
notwithstanding, this Option shall automatically expire, and in no case be
exercisable, after December 31, 2010.
The Employee Participant acknowledges that he will not be entitled to
exercise any stock Option during any period of time during which the
Employee Participant has been placed on probation due to non-performance or
any other disciplinary reason by the President and/or Board of Directors of
the Company and/or any Subsidiary. The right to receive stock Options is
forfeited upon the Employee Participant's breach of any provision of any
written Employment Agreement between Employee Participant and the Company
or any Subsidiary.
3. Termination of Employment. Except as expressly provided in this Section 3,
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if Employee Participant ceases to be an employee of the Company or any
Subsidiary for any reason, any Outstanding Option granted to him, and all
other rights of Employee Participant under the Plan and this Stock Option
Agreement relating to such Outstanding Option, including but not limited to
his right to purchase shares pursuant such Outstanding Option, shall
thereupon terminate.
Terminations Due to Death, Permanent Disability, Retirement or by Company
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Other Than for Cause. If Employee Participant's employment is terminated by
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reason of his death, permanent disability or retirement or is terminated by
the employing Company or Subsidiary other than as a Termination for Cause,
then any Outstanding Options of Employee Participant may be exercised by
the Employee Participant or the Employee Participant's heirs (estate), as
the case may be, within ninety days of the Employee Participant's
termination of employment. Any such Outstanding Option not exercised within
such ninety-day period shall thereupon terminate.
Termination for Cause. As used in this Stock Option Agreement, "Termination
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for Cause" means conduct, activities or performance by the Employee
Participant which, in the judgment of the Company, based upon the
information then in its possession, is detrimental to its and/or any
Subsidiary's interests, business, goodwill or reputation. Both the Employee
Participant and the Company recognize that it is not possible to describe
every circumstance in which "Termination for Cause" would exist. By way of
illustration only, "Termination for Cause" includes, but is not limited to:
violation of any law (other than minor traffic offenses); excessive
absenteeism; failure or refusal to perform duties or obligations under this
Stock Option Agreement; violation of the Employee Participant's
confidentiality and/or noncompetition obligations; insubordination; theft
or abuse of Company or Subsidiary property or of the property of its or
their customers, employees, contractors or business associates; dishonesty;
working while intoxicated; violation of the Company or Subsidiary rules,
policies, procedures or practices; abuse of benefits, privileges or
employment; unprofessional conduct toward or unlawful discrimination
against the Company's or any Subsidiary's employees, customers, business
associates, contractors or visitors; and/or unauthorized conduct which
creates a risk of loss or liability to the Company and/or any Subsidiary or
of damaging its or their reputation or interests. The provisions of this
Section shall not affect the at-will nature of the Employee Participant's
employment or the right of the Company or Subsidiary, as the case may be,
to terminate the Employee Participant's employment without cause.
4. Exercise of Option. The Employee Participant, from time to time during the
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period when the Option granted by this Stock Option Agreement may be
exercised according to the terms specified in this document, may exercise
the Option in whole or in part at the time permitted by delivering to the
Company the following items:
a) A written notice signed by the Employee Participant stating the number
of shares the Employee Participant has elected to purchase at that
time from the Company and, if required by the Company at the time of
exercise, that the Employee Participant is acquiring the shares being
purchased for investment and not for resale; and
b) A certified check, bank draft, or money order for an amount equal to
the Purchase Price of the shares to be purchased.
An example of the written notice is attached to this document as Exhibit B.
If the Employee Participant fails to accept delivery and pay for all or any
part of the number of shares specified in said delivered written notice,
the Employee Participant's right to exercise this Option with respect to
such undelivered shares may be terminated by the Company at any time
thereafter.
Anything in this Stock Option Agreement to the contrary notwithstanding,
each Option granted hereunder is subject to the condition that if, at any
time, in the opinion of counsel for the Company, the registration, listing,
or qualification of the shares is required under any securities exchange or
under any law, or if the consent or approval of any governmental regulatory
body is necessary, or if the updating, amendment or revision of any
registration statement, listing application or similar document is required
as a condition of, or in connection with, the purchase of shares under such
Option, no such Option may be exercised unless and until such registration,
listing, qualification, consent, approval, updating, amendment, or revision
shall have been effected or obtained free of any conditions not acceptable
to the Board. The Board may, as a condition to the exercise by the Employee
Participant of an Option, require that the Employee Participant agree in
writing that he will not dispose of the shares to be acquired upon such
exercise in a transaction which, in the opinion of counsel for the Company,
would violate any securities laws or regulations promulgated thereunder.
The Board shall have the authority to require additional agreements or
impose additional conditions which it reasonably believes are necessary or
desirable to assure compliance with all laws or regulations and which are
for the general benefit of the Company.
5. Adjustments. In the event of any stock dividend, stock split,
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reclassification, merger, consolidation, or similar transaction affecting
the shares covered by this Option, the rights of the Employee Participant
shall be as provided in the Plan, and any adjustment therein provided shall
be made in accordance with the applicable provisions of the Plan.
6. Non-Assignability. The Option granted in this Stock Option Agreement shall
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not be transferable by the Employee Participant, during his or her lifetime
or at his or her death, and the Option may be exercised during the Employee
Participant's lifetime only by the Employee Participant or the Employee
Participant's legal representative. No assignment or transfer of this
Option, or of the rights represented thereby, whether voluntary or
involuntary or by operation of law or otherwise, shall vest in the
purported assignee or transferee any interest or right herein whatsoever.
7. Disputes. As a condition of the granting of this Option, the Employee
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Participant and the Employee Participant's successors and assigns agree
that any dispute or disagreement which shall arise under or as a result of
this Stock Option Agreement shall be determined by the Board of Directors
of the Company in its sole discretion and judgment, and that any such
determination and any interpretation by the Board of the terms of this
Stock Option Agreement shall be final, binding, and conclusive on all
persons for all purposes.
8. Rights as Shareholders. The Employee Participant shall have no rights as a
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shareholder of the Company with respect to any of the shares covered by the
Option until the issuance of a stock certificate or certificates upon the
exercise of this Option in full or in part, and then only with respect to
the shares represented by such certificate or certificates.
9. Notices. Every notice relating to this Stock Option Agreement shall be in
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writing and given by registered or certified mail with return receipt
requested. All notices to the Company shall be addressed to the President
of the Company at its offices at 0000 Xxxxx 000xx Xxxxxx, Xxx Xxxxxx,
Xxxxxxxxx, 00000. All notices by the Company shall be delivered to the
Employee Participant at his or her home address as maintained in the
Company or Subsidiary records. Either party, by notice to the other, may
designate a different address to which notices shall be addressed. Any
notice given by the Company to the Employee Participant at the Employee
Participant's last designated address shall be effective to bind the
Employee Participant and any other person who shall acquire rights
hereunder.
10. Governing Law. This Stock Option Agreement has been made in and shall be
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construed in accordance with the laws of the State of Wisconsin, without
regard to its conflict of law principles.
11. Provisions of Plan Controlling. The provisions of this Stock Option
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Agreement are subject to the terms and provisions of the Plan attached to
this document as Exhibit A. In the event of any conflict between the
provisions of this Stock Option Agreement and the provisions of the Plan,
the provisions of the Plan shall control.
12. Withholding Taxes. Upon the exercise of an Option by the Employee
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Participant, the employing Company or Subsidiary, as the case may be, shall
have the right to withhold an appropriate amount from his or her
compensation to satisfy applicable withholding rules for income and
employment taxes.
13. JURY TRIAL WAIVER. ALL PARTIES WAIVE THE RIGHT TO JURY TRIAL ON ANY ISSUE,
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RELATED TO THIS STOCK OPTION AGREEMENT, THE PLAN AND/OR THE OPTIONS GRANTED
HEREUNDER OR THEREUNDER.
In Witness Whereof, the parties hereto have executed this Stock Option
Agreement as of the day and year first written above with the intent to be
legally bound.
COMPANY:
By:
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President
Date:
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Corporate Seal
EMPLOYEE PARTICIPANT:
By:
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Date:
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