EXHIBIT 99.3
NONQUALIFIED OPTION
Number of Shares: __________
Date of Grant: ________, 19___
STOCK OPTION AGREEMENT
Agreement made this __ day of _________________, 199__, between
_________________ ("Optionee") and OnLine Power Supply, Inc. (formerly known as
Online Entertainment, Inc.), a Nevada corporation (the "Company").
1. GRANT OF OPTION. The Company, pursuant to the provisions of the
Company's Employment Agreement ("Agreement") attached hereto, hereby grants to
the Optionee, subject to the terms and conditions set forth or incorporated
herein, an Option to purchase from the Company all or any part of an aggregate
of __________ Common Shares, at the purchase price of $________ per Share. The
provisions of the Agreement governing the terms and conditions of the Option
granted hereby are incorporated herein by reference. Except for treatment of
options on termination of employment, which shall be governed by the Employment
Agreement, and except for provisions in the ISOP specifically related to
qualified options, which do not apply to these nonqualified options, the terms
and provisions of the Company's 1999 Incentive Stock Option Plan ("ISOP") hereby
are incorporated herein by reference and such terms and provisions of the ISOP
shall govern this option.
2. EXERCISE. This Option shall be exercisable in whole or in part
(in multiples of 100 Shares, unless for the balance of this Option) on or before
______________, 200__.
This Option shall be exercisable by delivery to the Company of a
notice of election to exercise, in the form attached hereto, specifying the
number of Shares to be purchased and accompanied by payment of the full purchase
price. A copy of this Stock Option Agreement shall also be delivered to the
Company along with the notice of election of exercise, for the Company's
endorsement of exercise on Schedule I and return to the Optionee for his or her
records.
ONLINE POWER SUPPLY, INC.
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(Name of officer) (Date)
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ATTACHMENT TO NONQUALIFIED OPTION
(Suggested form of letter to be used for notification of election to exercise.
Please do not use this page, but follow this form in a separately typed letter.)
Date _____________, 200__
OnLine Power Supply, Inc.
[address]
In accordance with Paragraph 2 of the Stock Option Agreement
evidencing the Option granted to me on ________ __, ____, I hereby elect to
exercise this Option to the extent of__________ Common Shares, by (circle method
used):
1. A cashier's check, certified check, bank draft, or money order
payable to order of the Company in an amount equal to the option price; or
2. My notice to the Company that I intend to exercise in an
"immaculate" or "cashless" manner. Please consider my Option exercised to the
extent of ______ Common Shares which I am purchasing. Please keep that number of
Common Shares underlying the Option which equals (x) the aggregate purchase
price of the Common Shares I am purchasing, divided by (y) the Fair Market Value
per share on the date you receive this notice of exercise, and issue me a
certificate for the number of Common Shares equal to the difference between what
I am purchasing and the number of shares you are to keep.
When the certificate for Common Shares which I have elected to purchase
has been issued, please deliver it to me, along with my endorsed Stock Option
Agreement, in the event there remains an unexercised balance of Shares under the
Option, at the following address:
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Very truly yours,
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Optionee Signature
Print Name: _____________________________
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SCHEDULE I
Unexercised Issuing
Shares Payment Shares Officer
Date Purchased Received Remaining Initials
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