EXHIBIT 4.6
CADIZ LAND COMPANY, INC.
FORM OF
1996 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
This Stock Option Agreement ("Agreement") is made and entered into
as of the date of grant set forth below (the "Date of Grant") by and
between Cadiz Land Company, Inc., a Delaware corporation (the "Company"),
and the Participant named below ("Participant"). Capitalized terms not
defined herein shall have the meaning ascribed to them in the Company's
1996 Stock Option Plan (the "Plan").
PARTICIPANT: _______________________________
SOCIAL SECURITY NUMBER: _______________________________
ADDRESS: _______________________________
_______________________________
TOTAL OPTION SHARES: _______________________________
EXERCISE PRICE PER SHARE:_______________________________
DATE OF GRANT: _______________________________
FIRST VESTING DATE: _______________________________
EXPIRATION DATE: _______________________________
[No later than 10 years
from grant date]
TYPE OF STOCK OPTION: _______________________________
(Check one):
[ ] INCENTIVE STOCK OPTION
[ ] NONQUALIFIED STOCK OPTION
1. GRANT OF OPTION.
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The Company hereby grants to Participant an Option (the
"Option") to purchase the total number of Shares of Common Stock $0.01
par value, of the Company set forth above (the "Shares") at the Exercise
Price Per Share set forth above (the "Exercise Price"), subject to all of
the terms and conditions of this Agreement and the Plan. If designated
as an Incentive Stock Option above, the Option is intended to qualify as
an "incentive stock option" ("ISO") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
2. EXERCISE PERIOD.
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2.1 VESTING SCHEDULE. The Option shall vest and be
immediately exercisable three (3) years following the Date of Grant.
Notwithstanding the foregoing, no option shall be exercisable until such
date as the Stockholders approve the Cadiz Land Company, Inc., 1996 Stock
Option Plan.
2.2 EXPIRATION. The Option shall expire on the earlier of:
(a) the Expiration Date set forth above, or (b) five (5) years from the
Date of Grant in the event the Participant is a Ten Percent Stockholder,
and must be exercised, if at all, on or before the Expiration Date.
3. TERMINATION.
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3.1 TERMINATION FOR ANY REASON EXCEPT DEATH OR DISABILITY. If
Participant is Terminated for any reason, except death or Disability, the
Option, to the extent (and only to the extent) that it would have been
exercisable by Participant on the date of Termination, may be exercised
by Participant no later than ninety (90) days after the date of
Termination, but in any event no later than the Expiration Date.
3.2 TERMINATION BECAUSE OF DEATH OR DISABILITY. If
Participant is Terminated because of death or Disability of Participant,
any Option that is an ISO, to the extent that it is exercisable by
Participant on the date of Termination, may be exercised by Participant
(or Participant's legal representative) no later than one hundred and
eighty (180) days after the date of Termination, but in any event no
later than the Expiration Date.
3.3 NO OBLIGATION TO EMPLOY. Nothing in the Plan or this
Agreement shall confer on Participant any right to continue in the employ
of, or other relationship with, the Company or any Subsidiary or
Affiliate of the Company, or limit in any way the right of the Company or
any Subsidiary or Affiliate of the Company to terminate Participant's
employment or other relationship at any time, with or without cause.
4. MANNER OF EXERCISE.
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4.1 STOCK OPTION EXERCISE AGREEMENT. To exercise this Option,
Participant (or in the case of exercise after Participant's death,
Participant's executor, administrator, heir or legatee, as the case may
be) must deliver to the Company an executed stock Option exercise
Agreement in the form attached hereto as Exhibit A, or in such other form
as may be approved by the Company from time to time (the "Exercise
Agreement"), which shall set forth, inter alia, Participant's election to
exercise the Option, the number of Shares being purchased, any
restrictions imposed on the Shares and any representations, warranties
and Agreements regarding Participant's investment intent and access to
information as may be required by the Company to comply with applicable
securities laws. If someone other than Participant exercises the Option,
then such person must submit documentation reasonably acceptable to the
Company that such person has the right to exercise the Option.
4.2 LIMITATIONS ON EXERCISE. The Option may not be exercised
unless such exercise is in compliance with all applicable federal and
state securities laws, as they are in effect on the date of exercise.
The Option may not be exercised as to fewer than 1,000 Shares unless it
is exercised as to all Shares as to which the Option is then exercisable.
4.3 PAYMENT. The Exercise Agreement shall be accompanied by
full payment of the Exercise Price for the Shares being purchased in cash
(by check), or where permitted by law:
(a) by cancellation of indebtedness of the Company to the
Participant;
(b) by surrender of shares of the Company's Common Stock
that either: (1) have been owned by Participant for more than
six (6) months and have been paid for within the meaning of SEC
Rule 144; or (2) were obtained by Participant in the public
market; and, (3) are clear of all liens, claims, encumbrances
or security interests;
(c) by waiver of compensation due or accrued to
Participant for services rendered;
(d) provided that a public market for the Company's stock
exists and subject to the ability of the Participant to sell
Shares in compliance with applicable securities laws:
(i) through a "same day sale" commitment from the
Participant and a broker-dealer that is a member of the
National Association of Securities Dealers (an "NASD
Dealer") whereby the Participant irrevocably elects to
exercise the Option and to sell a portion of the Shares so
purchased in order to pay the Exercise Price, and whereby
the NASD Dealer irrevocably commits upon receipt of such
Shares to forward the Exercise Price directly to the
Company; or
(ii) through a "margin" commitment from the
Participant and an NASD Dealer whereby Participant
irrevocably elects to exercise the Option and to pledge
the Shares so purchased to the NASD Dealer in a margin
account as security for a loan from the NASD Dealer in the
amount of the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward
the Exercise Price directly to the Company; or
(e) by any combination of the foregoing.
4.4 TAX WITHHOLDING. Prior to the issuance of the Shares upon
exercise of the Option, Participant must pay or provide for any
applicable federal or state withholding obligations of the Company.
4.5 ISSUANCE OF SHARES. Provided that the Exercise Agreement
and payment are in form and substance satisfactory to counsel for the
Company, the Company shall issue the Shares registered in the name of
Participant, Participant's authorized assignee, or Participant's legal
representative, and shall deliver certificates representing the Shares
with the appropriate legends affixed thereto.
5. REPRESENTATIONS AND WARRANTIES OF PARTICIPANT. Participant
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hereby represents and warrants that:
(a) The Option granted hereby and the Shares which will be
purchased by and delivered to Participant upon exercise of the Option are
being acquired by Participant for his own account and not with a view to
resale or other disposition thereof.
(b) The Option granted hereunder and any Shares which may be
issued to Participant upon the exercise of the Option are restricted
securities, and are not freely tradeable. Participant will not sell,
transfer, or make any other disposition of this Option or the Shares to
be purchased and delivered to Participant hereunder upon the exercise of
the Option unless and until (i) the Option or Shares, as applicable, are
included in a registration statement or a post-effective amendment under
the Securities Act which has been filed by the Company and declared
effective by the Securities and Exchange Commission (the "SEC"), or (ii)
in the opinion of counsel for the Company, no such registration statement
or post-effective amendment is required, or (iii) the SEC has first
issued a "no action" letter regarding any such proposed disposition of
any Option or the Shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS.
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The obligations of the Company to deliver and transfer the Shares to the
Participant upon any exercise of this Option shall be subject to the
following:
(a) The Company may require Participant, as an additional
condition of its obligation to deliver the Shares upon exercise of the
Option hereunder, to make any representations and warranties (including
without limit those set forth in Paragraph 5 hereof) with respect to the
Shares as may, in the opinion of counsel to the Company, be required to
ensure compliance with the Securities Act, the securities laws of any
state, or any other applicable law, regulation, or rule of any
governmental agency.
(b) Each certificate representing the Shares issued pursuant
to this Agreement shall bear whatever legends are required by federal or
state law or by any governmental agency. In particular, unless an
appropriate registration statement is filed pursuant to the Securities
Act with respect to the Shares, each certificate representing such Shares
shall be endorsed on its face with the following legend or its
equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
THE SECURITIES MAY BE SOLD OR TRANSFERRED ONLY IF
THEY HAVE BEEN REGISTERED UNDER SAID ACT OR THERE
EXISTS AN EXEMPTION FROM REGISTRATION UNDER SAID ACT
OR THE RULES AND REGULATIONS THEREUNDER EVIDENCED BY
A NO-ACTION LETTER OR AN OPINION OF COUNSEL TO THE
ISSUER OR TO THE HOLDER HEREOF REASONABLY
SATISFACTORY TO THE ISSUER.
7. NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES.
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If the Option is an ISO, and if Participant sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before
the later of: (1) the date two years after the Date of Grant, and (2) the
date one year after transfer of such Shares to Participant upon exercise
of the Option, Participant immediately shall notify the Company in
writing of such disposition. Participant agrees that Participant may be
subject to income tax withholding by the Company on the compensation
income recognized by Participant from the early disposition by payment in
cash or out of the current wages or other compensation payable to
Participant.
8. COMPLIANCE WITH LAWS AND REGULATIONS.
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The exercise of the Option and the issuance and transfer of
Shares shall be subject to compliance by the Company and Participant with
all applicable requirements of federal and state securities laws and with
all applicable requirements of any stock exchange on which the Company's
Common Stock may be listed at the time of such issuance or transfer.
9. NONTRANSFERABILITY OF OPTION.
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The Option may not be transferred in any manner other than by
will or by the laws of descent and distribution and may be exercised
during the lifetime of Participant only by Participant. The terms of the
Option shall be binding upon the executors, administrators, successors
and assigns of Participant.
10. PRIVILEGES OF STOCK OWNERSHIP.
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Participant shall not have any of the rights of a shareholder
with respect to any Shares until Participant exercises the Option and
pays the Exercise Price.
11. INTERPRETATION.
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Any dispute regarding the interpretation of this Agreement
shall be submitted by Participant or the Company to the Committee for
review. The resolution of such a dispute by the Committee shall be final
and binding on the Company and Participant.
12. ENTIRE AGREEMENT.
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The Plan is incorporated herein by reference. This Agreement
and the Plan constitute the entire Agreement of the parties and supersede
all prior undertakings and Agreements with respect to the subject matter
hereof.
13. NOTICES.
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Any notice required to be given or delivered to the Company
under the terms of this Agreement shall be in writing and addressed to
the Corporate Secretary of the Company at its principal corporate
offices. Any notice required to be given or delivered to Participant
shall be in writing and addressed to Participant at the address indicated
above or to such other address as such party may designate in writing
from time to time to the Company. All notices shall be deemed to have
been given or delivered upon: personal delivery; three (3) days after
deposit in the United States mail by certified or registered mail (return
receipt requested); one (1) business day after deposit with any return
receipt express courier (prepaid); or one (1) business day after
transmission by rapifax or telecopier.
14. SUCCESSORS AND ASSIGNS.
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The Company may assign any of its rights under this Agreement.
This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on
transfer set forth herein, this Agreement shall be binding upon
Participant and Participant's heirs, executors, administrators, legal
representatives, successors and assigns.
15. GOVERNING LAW.
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This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.
16. ACCEPTANCE.
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Participant hereby acknowledges receipt of a copy of the Plan
and this Agreement. Participant has read and understands the terms and
provisions thereof, and accepts the Option subject to all the terms and
conditions of the Plan and this Agreement. Participant acknowledges that
there may be adverse tax consequences upon exercise of the Option or
disposition of the Shares and that Participant should consult a tax
adviser prior to such exercise or disposition.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed in duplicate by its duly authorized representative and
Participant has executed this Agreement in duplicate as of the Effective
Date.
CADIZ LAND COMPANY, INC. PARTICIPANT:
By:______________________ _____________________________
(Signature) Signature)
________________________ _____________________________
(Please print name) (Please print name)
_________________________ _____________________________
(Please print title) (Please print title)
EXHIBIT A
STOCK OPTION EXERCISE AGREEMENT
In such form as is deemed appropriate from time to time by the
Company and which is not inconsistent with the Plan.
