[Exhibit 4.2]
UniPro Financial Services, Inc.
2003 EQUITY INCENTIVE PLAN
Form - Stock Option Agreement
Grant of options to _____________ (the "Optionee") under the
UniPro Financial Services, Inc. ("UniPro") 2003 Equity Incentive
Plan (the "Incentive Plan") adopted by the Board of Directors and
approved by the Shareholders, effective as of August 1, 2003.
The Purpose of the Plan
UniPro (the "Grantor") is a young company. It will need
the help of all its employees and consultants to prosper and grow
in a market where many of its competitors are bigger and older.
The success of UniPro depends on many factors. One of the most
important, is the quality of its management and its consultants,
the quality and dedication of their work; the quality of their
perseverance. This option is intended to help build a strong
management team. The proof of that organizational strength, over
time, will be reflected in the financial performance and strength
of UniPro. Employees and consultants who are chosen for and
respond to the incentives in this option will positively share in
those financial rewards.
This option is anticipated to provide Optionee with
beneficial tax treatment. That is, no tax will be recognized on
the grant of the option. An Optionee who is not an employee at
the time of grant will recognize ordinary income at the date of
exercise, measured at the fair market value of the grantor's
Common Stock at the date of exercise.
NOW, THEREFORE, in consideration of the promises of the
Optionee to provide services as an employee to the Grantor and
help it achieve the goals set forth herein and for other good and
valuable consideration, the Grantor hereby grants the Optionee
options to purchase Common Stock of the Grantor on the terms and
conditions set forth in this Agreement made as of this ___ day of
_________, 200__ by and between Grantor, a Florida corporation
and the Optionee, residing at: ________________________________
___________________________________________________.
1. Option. Pursuant to the Plan, the Grantor hereby grants
to the Optionee an Option to purchase, at any time prior to 5:00
p.m. New York time on ________, 200__, up to ___________ (
) fully paid and non-assessable shares of the Common Stock of the
Grantor, par value $.00l per share, subject to the terms and
conditions of this Agreement, including the conditions for
vesting set forth in Section 3(b).
2. Purchase Price. The purchase price shall be
$______ per share. The Grantor shall pay all original issue or
transfer taxes on the exercise of this option and all other fees
and expenses necessarily incurred by the Grantor in connection
therewith.
3. Exercise of Option.
(a) The Optionee shall notify the Grantor by
registered or certified mail, return receipt requested, addressed
to its principal office as to the number of shares which he
desires to purchase under the options herein granted, which
notice shall be accompanied by payment (by cash or certified
check) of the option price therefore as specified in Paragraph 2
above. As soon as practicable thereafter, the Grantor shall at
its principal office tender to Optionee certificates issued in
the Optionee's name evidencing the shares purchased by the
Optionee.
(b) The option granted hereunder shall vest in,
and become exercisable by, Optionee in accordance with the
following schedule: _______________________ ( ) shares
become vested on _______, 200____.
4. Option Conditioned on Continued Consulting
Relationship. If Optionee's employment relationship with Grantor
shall terminate for any reason, any option granted to the
Optionee hereunder which has not vested shall immediately expire.
5. Divisibility and Non-Assignability of the Options.
(a) The Optionee may exercise the options herein
granted from time to time during the periods of their respective
effectiveness with respect to any whole number of shares included
therein, but in no event may an option be exercised as to less
than one hundred (100) shares at any one time, except for the
remaining shares covered by the option if less than one hundred
(100).
(b) The Optionee may not give, grant, sell,
exchange, transfer legal title, pledge, assign or otherwise
encumber or dispose of the options herein granted or any interest
therein, otherwise than by will or the laws of descent and
distribution, and these options, or any of them, shall be
exercisable during his lifetime only by the Optionee.
6. Stock as Investment. Unless shares are issued
pursuant to an effective registration statement, by accepting
this option, the Optionee agrees for himself, his heirs and
legatees that any and all shares purchased hereunder shall be
acquired for investment and not for distribution, and upon the
issuance of any or all of the shares subject to the option
granted hereunder the Optionee, or his heirs or legatees
receiving such shares, shall deliver to the Grantor a
representation in writing, that such shares are being acquired in
good faith for investment and not for distribution. Grantor may
place a "stop transfer" order with respect to such shares with
its transfer agent and place an appropriate restrictive legend on
the stock certificate.
7. Restriction on Issuance of Shares. The Grantor shall
not be required to issue or deliver any certificate for shares of
its Common Stock purchased upon the exercise of any option unless
(a) the issuance of such shares has been registered with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, or counsel to the Grantor shall have given an
opinion that such registration is not required; (b) approval, to
the extent required, shall have been obtained from any state
regulatory body having jurisdiction thereof, and (c) permission
for the listing of such shares shall have been given by any
national securities exchange on which the Common Stock of the
Grantor is at the time of issuance listed.
8. Tax Withholding. The Company shall be entitled to
withhold all amounts required to pay any withholding tax which
the Company is required by law to withhold as a result of the
exercise of an option granted hereunder and pay over any amounts
so withheld.
9. Effect of Mergers. Consolidations or Sales of Assets.
(a) In the event that the outstanding shares of
Common Stock are changed after the date hereof by reason of
recapitalization, reclassification, stock split-up, combination
or exchange of shares of Common Stock or the like, or by the
issuance of dividends payable in shares of Common Stock, an
appropriate adjustment shall be made by the Board of Directors,
as determined by the Board of Directors and/or the Committee, in
the aggregate number of shares of Common Stock issuable upon
exercise of the outstanding Options, and the Option Price per
share. In the event of any consolidation or merger of the Company
with or into another company, or the conveyance of all or
substantially all of the assets of the Company to another
company, each then outstanding Option shall upon exercise
thereafter entitle the holder thereof to such number of shares of
Common Stock or other securities or property to which a holder of
shares of Common Stock of the Company would have been entitled to
upon such consolidation, merger or conveyance; and in any such
case appropriate adjustment, as determined by the Board of
Directors of the Company (or successor entity) shall be made as
set forth above with respect to any future changes in the
capitalization of the Company or its successor entity. In the
event of the proposed dissolution or liquidation of the Company,
other than in connection with the sale of substantially all the
assets of Grantor, all outstanding Options under the Plan will
automatically terminate, unless otherwise provided by the Board
of Directors of the Company or any authorized committee thereof.
(b) Notwithstanding the above, this option may, at the
discretion of the Board of Directors of the Grantor and said
other corporation, be exchanged for options to purchase shares of
capital stock of another corporation which the Grantor, and/or a
subsidiary thereof is merged into, consolidated with, or all or a
substantial portion of the property or stock of which is acquired
by said other corporation or separated or reorganized into. The
terms, provisions and benefits to the Optionee of such substitute
option(s) shall in all respects be identical to the terms,
provisions and benefits of Optionee under his Option(s) prior to
said substitution. To the extent the above may be inconsistent
with Sections 424(a)(l) and (2) of the Code, the above shall be
deemed interpreted so as to comply therewith.
(c) Any adjustment in the number of shares of Common
Stock shall apply proportionately to only the unexercised portion
of the Options granted hereunder. If fractions of shares of
Common Stock would result from any such adjustment, the
adjustment shall be revised to the next higher whole number of
shares of Common Stock, so long as such increase does not result
in the holder of the option being deemed to own more than 5% of
the total combined voting power or value of all classes of stock
of the Grantor or its subsidiaries.
10. No Rights in Option Stock. Optionee shall have no rights
as a shareholder in respect of shares as to which the option
granted hereunder shall not have been exercised and payment made
as herein provided.
11. Effect Upon Employment. This Agreement does not give the
Optionee any right to continued employment by the Grantor.
12. Binding Effect. Except as herein otherwise expressly
provided, this Agreement shall be binding upon and inure to the
benefit of the parties hereto, their successors legal
representatives and assigns.
13. Agreement Subject to Plan. Notwithstanding anything
contained herein to the contrary, this Agreement is subject to,
and shall be construed in accordance with, the terms of the Plan,
and in the event of any inconsistency between the terms hereof
and the terms of the Plan, the terms of the Plan shall govern.
14. Miscellaneous. This Agreement shall be construed under the
laws of the State of Florida. Headings have been included herein
for convenience of reference only, and shall not be deemed a part
of the Agreement.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the ____ day of ____________ , 200__.
UniPro Financial Services, Inc.
By: _________________________
AGREED TO AND ACCEPTED:
________________________
