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Exhibit 4.7
SAMPLE INTERAMERICAS COMMUNICATIONS CORPORATION DIRECTOR
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is dated as of the ______
day of _____________________, _______ (the "Grant Date"), by and between
_______________________________ (the "Grantor") and Interamericas Communications
Corporation (the "Optionee").
W I T N E S S E T H:
WHEREAS, in consideration of prior services and services to be rendered
by the Optionee to the Grantor and certain promises made by the Optionee to the
Grantor, the Grantor desires to grant the Optionee an option of purchase
____________________________ shares of Common Stock, par value $______ per
share ("Common Stock"), of the Grantor, upon the terms and subject to the
conditions hereinafter set forth.
NOW THEREFORE, the Grantor hereby agrees, for the benefit of the
Optionee, as follows:
SECTION 1. GRANT OF OPTION. Subject to the provisions of this
Agreement, the Grantor hereby grants to the Optionee a non-qualified stock
option (the "Option") (subject to Section 7 hereof) to purchase from the Grantor
________________________ shares of Common Stock (after the exercise of the
Option and the acquisition of the shares, the "Option Shares"), at the price of
$_______ per whole share (the "Option Price").
SECTION 2. ERCISE OF OPTION.
(a) VESTING; METHOD OF EXERCISE. The Option may be exercised
in whole or in part at any time commencing on _______________________ and ending
on the tenth anniversary hereof (the "Expiration Date"), unless sooner
terminated as set forth herein, by the Optionee's delivering to the Grantor a
written notice specifying the number of the Option Shares that the Optionee
wishes to purchase pursuant to the Option and tendering the Option Price
multiplied by the number of such Option Shares. The Option Price of any Option
Shares purchased shall be paid in cash, by certified or official bank check or
by money order. In lieu of exercising this Option by delivery of cash or check,
the Optionee may make a valid Option exercise by electing to receive Option
Shares equal to the value of this Option (or the portion thereof being canceled)
by surrendering this Option at the principal office of the Company together with
the Exercise Notice (a "Net Exercise"), in which event the Company shall
transfer to the Optionee a number of Option Shares computed using the following
formula:
X = Y (A-B)
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A
Where X = the number of Option Shares to be issued
to such Optionee.
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Y = the number of Option Shares purchasable
by such Optionee under this Option
Agreement, the rights to which are
surrendered pursuant to the Net
Exercise.
A = the fair market value of the one Option
Share, (as determined by the closing
price per share of Common Stock as
quoted on Nasdaq or other national
exchange upon which the Company's Common
Stock is quoted).
B = the Option Price (as adjusted to the
date of such calculation).
The Optionee shall be deemed to be a holder of the Option Shares
immediately upon, and to the extent of, the exercise of this Option as set forth
above.
(b) NUMBER OF SHARES EXERCISABLE. Each exercise of an Option
hereunder shall reduce the total number of Option Shares that may thereafter be
purchased under this Option.
SECTION 3. SHARE CERTIFICATES. Upon each exercise of the right to
purchase Option Shares pursuant to this Option, the Grantor shall cause one or
more stock certificates evidencing the Optionee's ownership of the option Shares
to be issued to the Optionee. A legend in substantially the form set forth below
shall be placed upon each stock certificate representing the Option Shares:
"THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION, INCLUDING THE FLORIDA SECURITIES ACT,
AND ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED
UNDER RULE 144 PROMULGATED UNDER THE ACT. THESE SHARES MAY
NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF IN ANY MANNER (A "TRANSFER") UNLESS
THEY ARE REGISTERED UNDER THE ACT AND THE SECURITIES LAWS
OF ALL APPLICABLE STATES AND OTHER JURISDICTIONS OR UNLESS
THE REQUEST FOR TRANSFER IS ACCOMPANIED BY A FAVORABLE
OPINION OF THE COUNSEL SATISFACTORY TO THE ISSUER, STATING
THAT SUCH TRANSFER WILL NOT RESULT IN A VIOLATION OF SUCH
LAWS."
SECTION 4. ANTI-DILUTION PROVISIONS.
(a) ADJUSTMENT FOR RECAPITALIZATION. If the grantor shall at
any time subdivide its outstanding shares of Common Stock by recapitalization,
reclassification or split-up thereof, or if the Grantor shall declare a stock
dividend or distribute shares of Common Stock to its stockholders, the number of
Option Shares then subject to this Option immediately prior to such subdivision
shall be proportionately increased and the exercise price shall be
proportionately decreased, and if the Grantor shall at any time combine the
outstanding shares of Common Stock by recapitalization, reclassification or
combination thereof, the number of option shares then subject to this Option
immediately prior to such combination shall be proportionately decreased and the
exercise price shall be proportionately increased. Any such adjustments pursuant
to this Section 4(a) shall be effective at the close of business on the
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effective date of such subdivision or combination or if any adjustment is the
result of a stock dividend or distribution then the effective date for such
adjustment based thereon shall be the record date therefore.
(b) ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
In case of any reorganization of the grantor or in case the Grantor shall
consolidate with or merge into another corporation or convey all or
substantially all of its assets to another corporation, then, and in each such
case, the Optionee upon the exercise of this Option at any time after the
consummation of such reorganization, consolidation, merger or conveyance, shall
be entitled to receive, in lieu of the Option Shares issuable upon the exercise
of this Option prior to such consummation, the securities or property to which
the Optionee would have been entitled upon such consummation if the Optionee had
exercised this Option immediately prior thereto; in each such case, the terms of
this Option shall be applicable to the securities or property receivable upon
the exercise of this Option after such consummation.
(c) NO ADJUSTMENT FOR STOCK ISSUANCES. Except as otherwise
expressly provided herein, the issuance by the Grantor of shares of its capital
stock of any class, or securities convertible into shares of capital stock of
any class, either in connection with the direct sale or upon the exercise of
rights or warrants to subscribe therefore, or upon conversion of shares or
obligations of the Grantor convertible into such shares or other securities,
shall not affect this Option, and no adjustment by reason thereof shall be made
with respect to the number of or exercise price of Option Shares then subject to
this Option.
(d) NO EFFECT ON CORPORATE ACTIONS. Without limiting the
generality of the foregoing, the existence of this Option shall not affect in
any manner the right or power of the Grantor to approve or the Grantor to make,
authorize or consummate (i) any or all adjustments, recapitalizations,
reorganizations or other changes in the Grantor's capital structure or its
business; (ii) any merger or consolidation of the Grantor; (iii) any issuance by
the Grantor of debt securities, or preferred or preference stock that would rank
above the Option Shares subject to outstanding Options; (iv) the dissolution of
the Grantor; (v) any sale, transfer or assignment of all or any part of the
assets or business of the Grantor or (vi) any other corporate act or proceeding,
whether of a similar character or otherwise.
(e) IMMEDIATE EXERCISE OF OPTION. Unless otherwise provided
herein, each outstanding Option shall become immediately fully exercisable upon
the following:
(i) If there occurs any transaction (which shall
include a series of transactions occurring within 60 days or occurring pursuant
to a plan), that has the result that stockholders of the Company immediately
before such transaction cease town at least 51 percent of the voting stock of
the Company or of any entity that results from the participation of the Company
in a reorganization, consolidation, merger, liquidation or any other form of
corporate transaction;
(ii) If the stockholders of the Company shall approve
a plan of merger, consolidation, reorganization, liquidation or dissolution in
which the Company does not survive (unless the approved merger, consolidation,
reorganization, liquidation or dissolution is subsequently abandoned);
(iii) If the stockholders of the Company shall
approve a plan for the sale, lease, exchange or other disposition of all or
substantially all the property and assets of the Company (unless such plan is
subsequently abandoned); or
(iv) upon the death of the Optionee.
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SECTION 5. BINDING EFFECT. The terms of this Option Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of the
Optionee.
SECTION 6. TERMINATION OF OPTION. The Option shall terminate under the
following circumstances:
(a) The Option shall terminate on the Expiration Date;
(b) The Option shall terminate 24 months after the Optionee's
termination of employment and ceases to be a director of the Company;
(c) If the Optionee dies before the Option terminates pursuant
to Section 6(a) or 6(b), above, the Option shall terminate on the earlier of (i)
the date on which the Option would have lapsed had the Optionee lived and had
his employment status (i.e., whether the Optionee was employed on the date of
his death or had previously terminated employment) remained unchanged; or (ii)
24 months after the date of the Optionee's death. Upon the Optionee's death, any
exercisable Options may be exercised by the Optionee's legal representative or
representatives, by the person or persons entitled to do so under the Optionee's
last will and testament, or, if the Optionee shall fail to make testamentary
disposition of the Option or shall die in testate, by the person or persons
entitled to receive said Option under the applicable laws of descent and
distribution.
SECTION 7. APPROVAL OF STOCK OPTION PLAN. The Company intends, at its
next Annual Meeting of Stockholders (the "Annual Meeting"), to submit for
stockholder consideration and approval its Stock Option Plan (the "Plan"). In
the event that the Plan is approved by the Company's stockholders, then this
Option shall be deemed to be an Incentive Stock Option (within the meaning of
the Internal Revenue Code of 1986, as amended, (the "Code") have been granted
under and pursuant to the Plan. If, however, the Plan is not so approved t the
Annual Meeting, then this Option shall be deemed to be a non-qualified stock
option (which means any option which is not an Incentive Stock Option under the
Code).
SECTION 8. NO RIGHTS AS SHAREHOLDER. The Optionee shall have no rights
as a shareholder in respect to the Option Shares as to which the Option shall
not have been exercised and payment made as herein provided.
SECTION 9. ISSUANCE OF SHARES. As a condition of any sale or issuance
of Option Shares upon exercise of this Option, the Grantor may require such
agreements or undertakings, if any, as the Grantor may deem necessary or
advisable to assure compliance with any such applicable securities or other law
or regulation including, but not limited to, the following:
(a) a representation and warranty by the Optionee to the
Grantor, at the time this Option is exercised, that he is acquiring the Option
Shares to be issued to him for investment and not with a view to, or for sale in
connection with, the distribution of any such Option Shares; and
(b) a representation, warranty and/or agreement to be bound by
any legends that are, in the opinion of the grantor, necessary or appropriate to
comply with the provision s of any securities law deemed by the Grantor to be
applicable to the issuance of the Option Shares and are endorsed upon the Option
Share certificates.
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SECTION 10. MISCELLANEOUS PROVISIONS.
(a) NOTICES. Unless otherwise specifically provided herein,
all notices to be given hereunder shall be in writing and sent to the parties by
certified mail, return receipt requested, to each party's respective address as
set forth in the books and records of the Grantor, or to such other address as
such party shall give to the other party hereto by a notice given in accordance
with this Section. Except as otherwise provided in this Agreement, notice shall
be effective when deposited in the United States mails properly addressed and
postage prepaid. If such notice is sent other than by the United States mails,
such notice shall be effective when actually received by the party being
notified.
(b) ASSIGNMENT. This Agreement may not be assigned in whole or
in part by the Optionee.
(c) FURTHER ASSURANCES. The Optionee shall execute and deliver
such other instruments and do such other acts as may be necessary to effectuate
the intent and purposes of this Agreement.
(d) CAPTIONS. The captions contained in this Agreement are
inserted only as a matter of convenience and in no way define, limit, extend or
prescribe the scope of this Agreement or the intent of any of the provisions
hereof.
(e) COMPLETENESS AND MODIFICATION. This Agreement constitutes
the entire understanding between the parties hereto and supersedes all prior and
contemporaneous agreements or understandings among the parties hereto concerning
the grant by the Grantor to the Optionee of stock options and shall not be
terminated or amended except in writing executed by each of the parties hereto.
(f) WAIVER. The waiver of a breach of any term or condition of
this Agreement shall not be deemed to constitute the waiver of any other breach
or the same or any other term or condition.
(g) SEVERABILITY. The invalidity or unenforceability, in whole
or in part, of any covenant, promise or undertaking, or any section, subsection,
paragraph, sentence, clause, phrase or word or of any provisions of this
Agreement shall not affect the validity or enforceability of the remaining
portions thereof.
(h) CONSTRUCTION. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Florida without
regard to any conflict of law rule or principle that would result in the
application of the laws of another jurisdiction.
(i) BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the heirs, successors, estate and personal
representatives of the Optionee and the Grantor.
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IN WITNESS WHEREOF, the Grantor has executed this Agreement for the
benefit of the Optionee as of the date first above written.
GRANTOR:
INTERAMERICAS COMMUNICATIONS CORPORATION
By: _______________________________________
Name:
Title:
OPTIONEE:
By: _______________________________________
Name:
Title:
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EXHIBIT A
COMPANY NAME: INTERAMERICAS COMMUNICATIONS CORPORATION
EXERCISE NOTICE
**Company Name & Address**
SECTION 1. EXERCISE OF OPTION. Effective as of today,
_______________________, the undersigned ("Purchaser") hereby elects to
purchase ____________ shares (the "Shares") of the Common Stock of
____________________ (the "Company") under and pursuant to the Stock Option
Agreement date _________________ (the "option Agreement"). The purchase price
for the Shares shall be as set forth in the Option Agreement, as adjusted.
SECTION 2. DELIVERY OF PAYMENT. Purchaser herewith delivers to the
Company the full purchase price for the Shares (either in cash, certified or
official bank check, money order, or by the delivery of Shares).
SECTION 3. REPRESENTATIONS OF PURCHASER. Purchaser acknowledges that
Purchaser has received, read and understood the Option Agreement and agrees to
abide by and be bound by its terms and conditions.
SECTION 4. RIGHTS AS STOCKHOLDER. Until the issuance (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such Shares,
no right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option. A share certificate for the number of Shares so acquired shall be issued
to the Optionee as soon as practicable after exercise of the Option.
SECTION 5. TAX CONSULTATION. Purchaser understands that Purchaser may
suffer adverse tax consequences as a result of Purchaser's purchase or
disposition of the Shares. Purchaser represents that Purchaser has consulted
with any tax consultants Purchaser deems advisable in connection with the
purchase or disposition of the Shares and that Purchaser is not relying on the
Company for any tax advice.
SECTION 6. ENTIRE AGREEMENT. The Option Agreement is incorporated
herein by reference. This Exercise Notice and the Option Agreement constitute
the entire agreement of the parties and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the
subject matter hereof.
Submitted by: Accepted by:
OPTIONEE: Interamericas Communications Corporation
By: ________________________ By: _______________________________
Name: _____________________________
Title: ____________________________
Address:
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