EXHIBIT 10.56
GLOBAL GOLD CORPORATION
STOCK OPTION AGREEMENT
(INCENTIVE STOCK OPTION)
THIS AGREEMENT made as of this 1st day of July, 2002 between Global
Gold Corporation, a Delaware corporation, with offices at 000 Xxxxxx Xxxx,
Xxxxxxxxx, Xxx Xxxx 00000 (the "Company") and Xxxxxx X. Xxxxxxxx, 00 Xxxxx
Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx 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 a reward for prior services to the Company and 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 150,000 shares of Common Stock of the Company (the
"Option") at a price per share of $0.11, and upon the terms and conditions set
forth herein.
2. (a) The Option shall continue in force
through June 30, 2007 (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(e) hereof, the Option shall become
fully exercisable as follows:
(i) 75,000 shares on June 30, 2003; and
(ii) 75,000 shares on June 30, 2004.
Such installments shall be cumulative.
(b) 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.
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(c) The Option is designated as incentive stock option
pursuant to the Internal Revenue Code of 1986, as amended (the "Code") and the
regulations promulgated thereunder.
(d) Notwithstanding anything contained in this
Agreement to the contrary after the exercise of the Option, no sale or transfer
of the shares purchased thereunder may be effected without an effective
registration statement 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.
(5) Notwithstanding anything contained in this Agreement to
the contrary:
(i) If, during the term of his Agreement, there
shall occur a Change of Control of the Company (as defined in Section 14(b) of
the Plan and Section 2(e)(ii) hereof), 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
(2) the Option shall become immediately exercisable
in full upon the occurrence of a Change in Control (as defined in Section 14(b)
of the Plan), which shall occur upon
(A) (x) the sale of all or substantially
all of the Company's assets or (y) a merger (including a merger in which the
Company is the surviving corporation) or consolidation of the Company with one
or more corporations or entities, as a result of which in each such case the
Company's voting securities outstanding immediately before such sale, merger or
consolidation represent less than 50% of the combined voting power of voting
securities of the Company or the surviving entity outstanding immediately after
such sale, merger or consolidation; or
(B) any "person," as such term is used
in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") or persons acting in concert (other than Xxxxx X.
Xxxxxxxxx, Xxxxxx X. Xxxxxxxx or any of their affiliates) become the "beneficial
owner" or "beneficial owners" (as defined in Rule 13d-3 under the Exchange Act,
or any successor rule or regulation thereto as in effect from time to time),
directly or indirectly, of the Company's securities representing more than 50%
of the combined voting power of the Company's then outstanding securities,
pursuant to a plan of such person or persons to acquire such a controlling
interest in the Company, whether pursuant to a merger (including a merger in
which the Company is the surviving corporation), an acquisition of securities or
otherwise, except that this Section Section 2(e)(ii)(b) shall not apply to any
person who provides financing to the Company or any of their affiliates,
pursuant to a private placement transaction or otherwise; and
(iii) a transaction shall not constitute a Change
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of Control if its sole purpose is to change the state of the Company's
incorporation or to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company's securities
immediately before such transaction.
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 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) This Option may be exercised by the Holder
hereof, in whole or in part, at any time or from time to time prior to the
expiration date, by returning this Option to the Company at its principal office
for endorsement of exercise, with the form of Exercise of Option attached hereto
(or a reasonable facsimile thereof) duly executed by the Holder and accompanied
by payment of the purchase price for the number of shares of common stock
specified in such form.
(b) Payment of the purchase price may be made as
follows (or by any combination of the following): (i) in United States currency
by cash or delivery of a certified check or bank draft payable to the order of
the Company or by wire transfer to the Company, (ii) by cancellation of such
number of the shares of common stock otherwise issuable to the Holder upon such
exercise as shall be specified in such Exercise of Option, such that the excess
of the aggregate Current Market Price of such specified number of shares on the
date of exercise over the portion of the purchase price attributable to such
shares shall equal the purchase price attributable to the shares of common stock
to be issued upon such exercise, in which case such amount shall be deemed to
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have been paid to the Company and the number of shares issuable upon such
exercise shall be reduced by such specified number, or (iii) by surrender to the
Company for cancellation certificates representing shares of common stock of the
Company owned by the Holder (properly endorsed for transfer in blank) having a
Current Market Price on the date of the exercise hereof equal to the purchase
price.
(c) Each exercise of this Option shall be deemed to
have been effected immediately prior to the close of business on the business
day on which the Holder's Exercise of Option, and the purchase price shall have
been received by, the Company as provided in Section 5.
As used herein, unless the context otherwise requires, the
following terms shall have the meanings as set forth below:
(A) "Current Market Price" shall mean, on any
date specified herein, the average of the daily Market Price during the 10
consecutive trading days commencing 15 trading days before such date, except
that, if on any such date the shares of common stock are not listed or admitted
for trading on any national securities exchange or quoted in the
over-the-counter market, the Current Market Price shall be the Market Price on
such date.
(2) "Market Price" shall mean, on any date specified
herein, the amount per share of the common stock, equal to (a) the last reported
sale price of such common stock, regular way, on such date or, in case no such
sale takes place on such date, the average of the closing bid and asked prices
thereof, regular way, on such date, in either case as officially reported on the
principal national securities exchange on which such common stock is then listed
or admitted for trading, or (b) if such common stock is not then listed or
admitted for trading on any national securities exchange but is designated as a
national market system security by the National Association of Securities
Dealers, Inc. ("NASD"), the last reported trading price of the common stock on
such date, or (c) if there shall have been no trading on such date or if the
common stock is not so designated, the average of the closing bid and asked
prices of the common stock on such date as shown by the NASD automated quotation
system, or (d) if such common stock is not then listed or admitted for trading
on any national exchange or quoted in the over-the-counter market, the fair
value thereof (as of a date which is within 20 days of the date as of which the
determination is to be made) determined in good faith by the Board of Directors
of the Company.
(5) 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. If all of any portion of the Option shall be exercised
subsequent to any stock dividend, split-up, recapitalization, merger,
consolidation, combination or exchange of shares, separation, reorganization, or
liquidation of the Company occurring after the date hereof, as a result of which
shares of any class shall be issued in respect to outstanding common stock of
the Company or such common stock shall be changed into the same or a different
number of shares of the same or another class or classes, the Holder, upon
exercise of the Option, or portion thereof, shall receive, for the aggregate
price upon such exercise of the Option, the aggregate number and class of shares
which, if common stock as authorized at the date hereof had been purchased or
awarded at the date hereof for the same aggregate price (on the basis of the per
share exercise price of the Option set forth herein) and had not been disposed
of, such person or persons would be holding, at the time of such exercise, as a
result of such stock dividend, split up, recapitalization, merger,
consolidation, combination, or exchange of shares, separation, reorganization,
or liquidation; provided, however, that no fractional shares shall be issued
upon any such exercise and the aggregate price paid shall be appropriately
reduced for any fractional share not issued. This Section does not give Holder
any right to receive an additional option as a result of the issuance of
additional shares of the Company or the increase in the authorized capital of
the Company.
7. Upon each exercise of the Option, or portion thereof, the
Company as promptly as practicable shall mail or deliver to the Holder a stock
certificate or certificates representing the shares then purchased or awarded,
and shall pay all stamp taxes payable in connection therewith. The issuance of
such shares and delivery of the certificate or certificates therefor shall,
however, be subject to any delay necessary to complete (a) the listing of such
shares on any stock exchange upon which shares of the same class are then listed
and (b) such registration or qualification of such shares under any state or
federal law, rule or regulation as the Company may determine to be necessary or
advisable.
8. 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.
9. 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.
10. 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
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certified mail, return receipt requested, to the party entitled to receive the
same, if to the Company, Global Gold Corporation, 000 Xxxxxx Xxxx, Xxxxxxxxx,
Xxx Xxxx 00000, facsimile number (000) 000-0000, with a copy to Law Offices of
Xxxxxxx X. Field, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, facsimile number
(000) 000-0000, and if to the Holder, Xxxxxx X. Xxxxxxxx, 00 Xxxxx Xxxxxxx Xxxx,
Xxxxxx, Xxxxxxxxxxx 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.
11. This Agreement and the rights of the parties hereunder shall
be governed by and construed in accordance with the laws of the State of New
York, determined without regard to its conflicts of law principles. All parties
hereto (i) agree that any legal suit, action or proceeding arising out of or
relating to this Agreement shall be instituted only in a federal or state court
in the City of New York, (ii) waive any objection which they may now or
hereafter have to the laying of the venue of any such suit, action or
proceeding, and (iii) irrevocably submit to the jurisdiction of any federal or
state court in the City of New York, in any such suit, action or proceeding, but
such consent shall not constitute a general appearance or be available to any
other person who is not a party to this Agreement. All parties hereto agree that
the mailing of any process in any suit, action or proceeding in accordance with
the notice provisions of this Agreement shall constitute personal service
thereof. Notwithstanding anything contained in this Agreement to the contrary,
this Agreement shall be interpreted so as to comply with the applicable
provisions of Sections 422 and 424 of the Code.
12. 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
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Xxxxx X. Xxxxxxxxx
Chairman and Chief Executive Officer
ACCEPTED AND AGREED:
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
FORM OF NOTICE OF EXERCISE OF OPTION
TO: Global Gold Corporation
000 Xxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxx 00000
The undersigned hereby irrevocably elects to exercise the Option to
purchase ____ shares of common stock, par value $.01 per share ("Common Stock"),
of Global Gold Corporation as provided in the Option Agreement dated as of July
1, 2002 and hereby [makes payment of $________ therefor [or] [makes payment
therefor by reduction pursuant to Section 5(b)(ii) of the Option of the number
of shares of Common Stock otherwise issuable to the Holder upon Option exercise
by _____ shares] [or] [makes payment therefor by delivery of the following
Common Stock certificates of the Company (properly endorsed for transfer in
blank) for cancellation by the Company pursuant to Section 5(b)(iii) of the
Option, certificates of which are attached hereto for cancellation [list
certificates by number and amount]].
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.
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Signature
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Print Name
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Xxxxxx Xxxxxxx
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Xxxx, Xxxxx and Zip Code
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Social Security Number
Dated:
