FORM OF NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Issued Pursuant to the
Amish Naturals, Inc. 2006 Incentive Plan
THIS OPTION AWARD AGREEMENT ("Agreement"), effective ____________, (the "Date of
Grant") represents the grant of a stock option ("Option") by Amish Naturals,
Inc. (the "Company"), to _____________________ (the "Participant") pursuant to
the provisions of the Amish Naturals, Inc. 2006 Incentive Plan adopted October
__, 2006 (the "Plan"), as may be amended from time to time. The Option granted
hereby not is intended to be an "ISO", as such term is defined in the Plan,
within the meaning of Section 422 of the Code.
The Plan provides a complete description of the terms and conditions
governing this Option. If there is any inconsistency between the terms of this
Agreement and the terms of the Plan, the Plan's terms shall completely supersede
and replace the conflicting terms of this Agreement. All capitalized terms shall
have the meanings ascribed to them in the Plan, unless specifically set forth
otherwise herein, and the receipt of a copy of which the Participant hereby
acknowledges by his or her signature below. The parties hereto agree as follows:
1. General Option Grant Information. The individual named above has been
selected to be a Participant in the Plan and receive a nonqualified stock option
grant, as of the Date of Grant, as specified below:
(a) Number of Shares Covered by this Option:
(b) Option Price per share:
(c) Date of Expiration:
2. Grant of Option. The Company hereby grants to the Participant an Option to
purchase the number of Shares set forth above, at the stated Option Price per
share, [which is 100% of the Fair Market Value of a Share on the Date of Grant,]
in the manner and subject to the terms and conditions of the Plan and this
Agreement. The Committee has determined that the Fair Market Value of a Share on
the date of grant is equal to $________ .
3. Option Term. The term of this Option begins as of the Date of Grant as
detailed above and continues through the Date of Expiration as detailed above,
unless sooner terminated in accordance with the terms of this Agreement.
4. Vesting Period: If the Participant has been continuously employed by the
Company or its Subsidiaries or Affiliates, with respect to each incremental
vesting period, this Option shall vest and be exercisable as follows:
Notwithstanding anything to the contrary set forth herein, in the event of
the occurrence of a change in control of the Company (a "Change in Control"),
the Option shall immediately vest. For purposes of this Agreement, a "Change in
Control" shall be deemed to occur if: (i) there shall have occurred a change in
control of the Company of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended, as in effect on the date hereof,
whether or not the Company is then subject to such reporting requirement,
provided, however, that the foregoing event shall not be deemed to be a Change
in Control if immediately prior to such transaction the Participant or an entity
of which the Participant is an executive officer, director or more than five
percent equity holder is, directly or indirectly, one of the new controlling
parties; or (ii) the Company has merged or consolidated with, or sold
substantially all of its assets to, another company, provided, however, that the
foregoing event shall not be deemed to be a Change in Control if immediately
prior to such transaction the Participant is an executive officer, director or
more than five percent equity holder of the other party to the transaction or of
any entity directly or indirectly controlling that party to the transaction.
Provided, further, that if in the event of a Change in Control, the successor
company assumes or substitutes options for its shares for this Option then the
vesting of this Option shall not be accelerated. Notwithstanding the foregoing,
in the event of a termination of the Participant's employment or directorship in
such successor company within twenty-four (24) months following such Change in
Control, the Option granted hereunder or the substitute option held by such
Participant at the time of the Change in Control shall vest as of the day
preceding the date of termination.
Notwithstanding anything to the contrary set forth herein, in the event of
the termination of the Participant's employment for Cause, the Option and all
rights granted hereunder shall be forfeited and deemed canceled and no longer
exercisable on the day of such termination of employment. For the purposes of
their Agreement, "Cause" shall be defined as: (a) a material breach by
Participant of any term of this Agreement; (b) an intentional refusal or failure
to follow the lawful and reasonable instructions of the Board of Directors or an
individual to whom the Board of Directors instructed the Participant to report
(as appropriate); (c) a willful or habitual neglect of duties; (d) misconduct on
the part of Participant that is materially injurious to the Company, including,
without limitation, misappropriation of trade secrets, fraud or embezzlement; or
(e) Participant's conviction for fraud, theft or a felony involving moral
turpitude. In the case of clauses (a) through (c), Participant fails to cure
such breach within thirty (30) days of Participant's receipt of written notice
from the Company; provided, however, that such cure period shall not be
applicable if, in the case of clause (a), the Board of Directors, in its sole
discretion, has determined that such breach is not capable of being fully cured;
provided, further, that, upon the second occurrence of a breach of under clauses
(a) through (c), no such cure period need be extended to Participant. A
determination of Cause shall be made by the Board of Directors of the Company.
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5. Exercise: The Participant, or the Participant's representative upon the
Participant's death or disability, may exercise this Option at any time prior to
the termination of the Option, subject to and as provided in Sections 3 and 8.
6. How to Exercise: Once vested, the Options hereby granted shall be exercised
by written notice to the Company, specifying the number of Shares subject to
this Option Participant desires to exercise. The Option Price of the Options
shall be payable to the Company in full either: (a) in cash or its equivalent;
or (b) any other method approved or accepted by the Committee in its sole
discretion, including, without limitation, if the Committee so determines, a
cashless (broker-assisted) exercise. In no event may the Option be exercised for
a fraction of a share.
Unless otherwise determined by the Committee, all cash payments under all
of the methods indicated above shall be paid in United States dollars.
7. Nontransferability. This Option may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution, and may be exercised or surrendered during
Participant's lifetime only by the Participant or his or her guardian or legal
representative. No assignment or transfer of the Option in violation of this
Section 7, whether voluntary or involuntary, by operation of law or otherwise,
except by will or the laws of descent and distribution or as otherwise required
by applicable law, shall vest in the assignee or transferee any interest
whatsoever. Notwithstanding the foregoing, upon the request of the Participant,
the Committee may, in its sole discretion, permit the Participant to transfer
this Option under such terms and conditions as the Committee may determine. In
the event of any such transfer, the Option shall still be subject to the
provisions of Section 7 hereof and Section 6.8 of the Plan concerning the
exercisability during the Participant's employment.
8. Termination of Option: (a) In General. If the Participant ceases to perform
services of any kind for the Company or any of its Subsidiaries or Affiliates
for any reason other than death or disability, the vested portion of this Option
shall remain exercisable; provided, however, that, in the event of termination
for Cause, this Option shall terminate and be of no force or effect; provided,
further, that in no instance may the term of the Option, as so extended, exceed
the date of expiration set forth in Section 1(d), above.
(b) Death. In the event the Participant dies while employed by the Company
or any of its Subsidiaries or Affiliates, the Option to the extent not
previously expired or exercised shall, to the extent vested and exercisable on
the date of death, be exercisable by the estate of such Participant or by any
person who acquired such Option by bequest or inheritance at any time, unless
earlier terminated pursuant to its terms, provided, however, that in no instance
may the term of the Option, as so extended, exceed the date of expiration set
forth in Section 1(d) above.
(c) Disability. In the event the Participant ceases to perform services of
any kind for the Company or any of its Subsidiaries or Affiliates due to
permanent and total disability, the Participant, or his guardian or legal
representative, shall have the unqualified right to exercise the vested portion
of the Option, to the extent not previously exercised or expired, as of the
first date of permanent and total disability (as determined in the sole
discretion of the Committee), at any time, unless earlier terminated pursuant to
its terms, provided, however, that in no instance may the term of the Option, as
so extended, exceed the date of expiration set forth in Section 1(d), above. For
purposes of this Agreement, the term "permanent and total disability" shall mean
the incapacity of Participant due to illness, accident, or any other reason to
perform his duties for a period of 90 calendar days, whether or not consecutive,
during any 12-month period. Notwithstanding anything to the contrary set forth
herein, the Committee shall determine, in its sole and absolute discretion, (1)
whether a Participant has ceased to perform services of any kind due to a
permanent and total disability and, if so, (2) the first date of such permanent
and total disability.
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9. Administration. This Agreement and the rights of the Participant hereunder
are subject to all the terms and conditions of the Plan, as the same may be
amended from time to time, as well as to such rules and regulations as the
Committee may adopt for administration of the Plan. It is expressly understood
that the Committee is authorized to administer, construe, and make all
determinations necessary or appropriate to the administration of the Plan and
this Agreement, all of which shall be binding upon the Participant. Any
inconsistency between the Agreement and the Plan shall be resolved in favor of
the Plan.
10. Reservation of Shares. The Company hereby agrees that at all times there
shall be reserved for issuance and/or delivery upon exercise of the Option such
number of Shares as shall be required for issuance or delivery upon exercise
hereof.
11. Adjustments. The number of Shares subject to this Option, and the exercise
price, shall be subject to adjustment in accordance with Section 4.4 of the
Plan.
12. Exclusion from Pension Computations. By acceptance of the grant of this
Option, the Participant hereby agrees that any income or gain realized upon the
receipt or exercise hereof, or upon the disposition of the Shares received upon
its exercise, is special incentive compensation and shall not be taken into
account, to the extent permissible under applicable law, as "wages", "salary" or
"compensation" in determining the amount of any payment under any pension,
retirement, incentive, profit sharing, bonus or deferred compensation plan of
the Company or any of its Subsidiaries or Affiliates.
13. Amendment. The Committee may, with the consent of the Participant, at any
time or from time to time amend the terms and conditions of the Option, and may
at any time or from time to time amend the terms of this Option in accordance
with the Plan.
14. Notices. Any notice which either party hereto may be required or permitted
to give to the other shall be in writing, and may be delivered personally or by
mail, postage prepaid, or overnight courier, addressed as follows: if to the
Company, at its office at 0000 Xxxxx Xxxxx 00, Xxxxxxxxxxx, XX 00000, Attention:
CEO or at such other address as the Company by notice to the Participant may
designate in writing from time to time; and if to the Participant, at the
address shown below his or her signature on this Agreement, or at such other
address as the Participant by notice to the Company may designate in writing
from time to time. Notices shall be effective upon receipt.
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15. Withholding Taxes. The Company shall have the right to withhold from a
Participant, or otherwise require such Participant or assignee to pay, any
Withholding Taxes arising as a result of exercise of the Option, or any other
taxable event occurring pursuant to the Plan or this Agreement. If the
Participant shall fail to make such tax payments as are required, the Company
(or its Affiliates or Subsidiaries) shall, to the extent permitted by law, have
the right to deduct any such Withholding Taxes from any payment of any kind
otherwise due to such Participant or to take such other action as may be
necessary to satisfy such Withholding Taxes. In satisfaction of the requirement
to pay Withholding Taxes, the Participant may make a written election which may
be accepted or rejected in the discretion of the Committee (i) to have withheld
a portion of any Shares or other payments then issuable to the Participant
pursuant to any Award, or (ii) to tender other Shares to the Company (either by
actual delivery or attestation, in the sole discretion of the Committee,
provided that, except as otherwise determined by the Committee, the Shares that
are tendered must have been held by the Participant for at least six (6) months
prior to their tender to satisfy the Option Price or have been purchased on the
open market), in either case having an aggregate Fair Market Value equal to the
Withholding Taxes.
16. Registration; Legend. The Company may postpone the issuance and delivery of
Shares upon any exercise of this Option until (a) the admission of such Shares
to listing on any stock exchange or exchanges on which Shares of the Company of
the same class are then listed and (b) the completion of such registration or
other qualification of such Shares under any state or federal law, rule or
regulation as the Company shall determine to be necessary or advisable. The
Participant shall make such representations and furnish such information as may,
in the opinion of counsel for the Company, be appropriate to permit the Company,
in light of the then existence or non-existence with respect to such Shares of
an effective Registration Statement under the Securities Act of 1933, as
amended, to issue the Shares in compliance with the provisions of that or any
comparable act.
The Company may cause the following or a similar legend to be set forth on
each certificate representing Shares or any other security issued or
issuable upon exercise of this Option unless counsel for the Company is of the
opinion as to any such certificate that such legend is unnecessary:
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE ACCEPTABLE TO THE COMPANY.
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17. Miscellaneous.
(a) This Agreement shall not confer upon the Participant any right to
continuation of employment by the Company or any of its Subsidiaries or
Affiliates, nor shall this Agreement interfere in any way with the Company's or
any of its Subsidiaries' or Affiliates' right to terminate, retire or request
the termination of the Participant at any time.
(b) The Participant shall have no rights as a stockholder of the Company
with respect to the Shares subject to this Option Agreement until such time as
the purchase price has been paid, and the Shares have been issued and delivered
to the Participant.
(c) With the approval of the Board, and if necessary, the stockholders,
the Committee may terminate, amend, or modify the Plan; provided, however, that
no such termination, amendment, or modification of the Plan may in any way
adversely affect the Participant's rights under this Agreement.
(d) This Agreement shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
(e) To the extent not preempted by federal law, this Agreement shall be
governed by, and construed in accordance with the laws of the State of Nevada,
without regard to the principles of conflicts of law which might otherwise
apply.
(f) All obligations of the Company under the Plan and this Agreement, with
respect to the Option, shall be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.
(g) The provisions of this Agreement are severable and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or
in part, the remaining provisions shall nevertheless be binding and enforceable.
(h) By accepting this Award or other benefit under the Plan, the
Participant and each person claiming under or through the Participant shall be
conclusively deemed to have indicated their acceptance and ratification of, and
consent to, any action taken under the Plan by the Company, the Board or the
Committee.
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(i) The Participant, every person claiming under or through the
Participant, and the Company hereby waives to the fullest extent permitted by
applicable law any right to a trial by jury with respect to any litigation
directly or indirectly arising out of, under, or in connection with the Plan or
this Award Agreement issued pursuant to the Plan.
18. Exculpation. This Option and all documents, agreements, understandings and
arrangements relating hereto have been executed by the undersigned in his/her
capacity as an officer of the Company, and not individually, and neither the
Directors, officers or stockholders of the Company nor of any Subsidiary or
Affiliate of the Company shall be bound or have any personal liability
hereunder. Each party hereto shall look solely to the assets of the Company for
satisfaction of any liability of the Company in respect of the Option and all
documents, agreements, understanding and arrangements relating hereto and will
not seek recourse or commence any action against any of the Directors, officers
or stockholders of the Company or of any Subsidiary or Affiliate of the Company,
or any of their personal assets for the performance or payment of any obligation
hereunder or thereunder. The foregoing shall also apply to any future documents,
agreements, understandings, arrangements and transactions between the parties
hereto.
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ACCEPTED:
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Participant
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Address
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City State Zip Code
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