EXHIBIT 4.3
NTN COMMUNICATIONS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and
entered into as of August 25, 1996, by and between NTN COMMUNICATIONS, INC., a
Delaware corporation (the "Company"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual (the
"Optionee").
W I T N E S S E T H
WHEREAS, the Company's Board of Directors authorized the grant to the
Optinonee of an option (the "Option") to purchase 100,000 shares of Common
Stock, $.005 par value, of the Company (the "Common Stock") upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises and covenants made
herein and the mutual benefits to be derived herefrom, the parties hereto agree
as follows:
1. Grant of Nonqualified Option. The Company hereby grants to the Optionee
----------------------------
the right and option to purchase, in accordance with the terms and conditions of
this Agreement, an aggregate of 100,000 shares (the "Shares") of Common Stock at
the price of $5.00 per share (the "Price"), exercisable from time to time, prior
to the close of business on August 25, 2001 (the "Expiration Date"). This
Option is not being granted pursuant to the Company's 1995 Stock Option Plan, as
amended, but pursuant to the Company's Special Stock Option Plan (the "Plan").
2. Vesting and Exercisability of Option. The Option will become vested and
------------------------------------
exercisable as to one-third of the Shares on the first anniversary of the date
hereof, as to an additional one-third of the Shares on the second anniversary of
the date hereof, and as to the final one-third of the Shares on the third
anniversary of the date hereof. The right to purchase any or all of the Shares
will terminate on the close of business on August 25, 2001.
3. Method of Exercise of Option and Payment of Purchase Price. Each
----------------------------------------------------------
exercise of the Option shall be by means of a written notice of exercise
delivered to the Company and specifying the number of whole shares with respect
to which the Option is being exercised, together with any written statements
required pursuant to Section 8 below and payment of the Price in full in cash or
by check payable to the order of the Company; provided that so-called cashless
exercises may be permitted in the discretion of the Committee administering the
Plan. The delivery of shares pursuant to an exercise of this Option will be
conditional upon payment by the Optionee of amounts sufficient to enable the
Company to pay all applicable federal, state and local withholding taxes.
4. Effect of Death of Optionee. The Option and all other rights hereunder,
---------------------------
to the extent such rights shall not have been exercised, shall terminate and
become null and void at the end of twelve months following the Optionee's death.
During the twelve-month period after death, the Option may, to the extent
exercisable on the date of death (or earlier termination), be exercised by the
executor of the Optionee's will or the administrator of the holder's estate;
provided that in no event may the Option be exercised by any person after the
Expiration Date.
5. Non-Assignability of Option. The Option and the rights and privileges
---------------------------
conferred hereby are not transferable or assignable and may not be offered,
sold, pledged, hypothecated or otherwise disposed of in any way (whether by
operation of law or otherwise) and shall not be subject to execution,
attachment, garnishment, levy or similar process. During the Optionee's
lifetime, the Option may be exercised only by the Optionee, or, subject to the
provisions of
1.
Section 4, within twelve months after his death by the executor of his will or
the administrator of his estate, and not otherwise, regardless of any community
property or other interest therein of the Optionee's spouse or such spouse's
successor in interest. In the event that the spouse of the Optionee shall have
acquired a community property interest in the Option, the Optionee, or such
transferees, may exercise it on behalf of the spouse of the Optionee or such
spouse successor in interest.
6. Adjustments and Other Rights. The rights of the Optionee hereunder will
----------------------------
be subject to adjustments and modifications in certain circumstances and upon
occurrence of certain events including a reorganization, merger, combination,
recapitalization, reclassification, stock split, reverse stock split, stock
dividend or stock consolidation.
7. Optionee Not A Stockholder. Neither the Optionee nor any other person
--------------------------
entitled to exercise the Option shall have any of the rights or privileges of a
shareholder of the Company as to any shares of Common Stock not actually issued
and delivered to him. No adjustment will be made for dividends or other rights
for which the record date is prior to the date on which such stock certificate
or certificates are issued even if such record date is subsequent to the date
upon which notice of exercise was delivered and the tender of payment was
accepted.
8. Application of Securities Laws. No shares of Common Stock may be
------------------------------
purchased pursuant to the Option unless and until any then applicable
requirements of the Securities and Exchange Commission, the California
Department of Corporations and any other regulatory agencies, including any
other state securities law commissioners having jurisdiction over the Company or
such issuance, and any exchanges upon which the Common Stock may be listed,
shall have been fully satisfied. The Optionee represents, agrees and certifies
that:
(a) If the Optionee exercises the Option in whole or in part at a time
when there is not in effect under the Securities Act of 1933, as amended (the
"Act"), a registration statement relating to the Common Stock issuable upon
exercise and available for delivery to him a prospectus meeting the requirements
of Section 10(a)(3) of the Act, the Optionee will acquire the Common Stock
issuable upon such exercise for the purpose of investment and not with a view to
resale or distribution and that, as a condition to each such exercise, he or she
will furnish to the Company a written statement to such effect, satisfactory in
form and substance to the Company, which statement also acknowledges that the
Option shares have not been registered under the Act and are "restricted
securities" within the meaning of Rule 144 under the Act and are subject to
restrictions on transfer; and
(b) If and when the Optionee proposes to publicly offer or sell the
Common Stock issued to him upon exercise of the Option, the Optionee will notify
the Company prior to any such offering or sale and will abide by the opinion of
counsel to the Company as to whether and under what conditions and
circumstances, if any, he may offer and sell such shares, but such procedure
need not be followed if a Prospectus was delivered to the Optionee with the
shares of Common Stock and the Common Stock was and is listed on the New York
Stock Exchange or the American Stock Exchange.
The Optionee understands that the certificate or certificates representing
the Common Stock acquired pursuant to the Option may bear a legend referring to
the foregoing matters and any limitations under the Act and state securities
laws with respect to the transfer of such Common Stock, and the Company may
impose stop transfer instructions to implement such limitations, if applicable.
Any person or persons entitled to exercise the Option under the provisions of
Section 4 above shall be bound by and obligated under the provisions of this
Section 8 to the same extent as is the Optionee.
9. Notices. Any notice to be given under the terms of this Agreement shall
-------
be in writing and addressed to the Secretary of the Company at its principal
office and any notice to be
2.
given to the Optionee shall be addressed to him at the address given beneath the
Optionee's signature hereto, or at such other address as either party may
hereafter designate in writing to the other party. Any such notice shall be
deemed to have been duly given when enclosed in a properly sealed envelope
addressed as aforesaid, registered or certified, and deposited (postage and
registry or certification fee prepaid) in a post office or branch post office
regularly maintained by the United States Government.
10. Effect of Agreement. This Agreement shall be assumed by, be binding
-------------------
upon and inure to the benefit of any successor or successors of the Company.
11. Laws Applicable to Construction. The Option has been granted, executed
-------------------------------
and delivered as of the day and year first above written in Carlsbad,
California, and the interpretation, performance and enforcement of the Option
and this Agreement shall be governed by the internal laws of the State of
California.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by a duly authorized officer and the Optionee has hereunto set his
hand as of the day and year first above written.
NTN COMMUNICATIONS, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
Title: Chairman, CEO
-------------------------
OPTIONEE
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
c/o Trans Atlantic Entertainment
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
3.
NTN COMMUNICATIONS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and
entered into as of August 30, 1996, by and between NTN COMMUNICATIONS, INC., a
Delaware corporation (the "Company"), and ▇▇ ▇▇▇▇▇▇▇, an individual (the
"Optionee").
W I T N E S S E T H
WHEREAS, the Company's Board of Directors authorized the grant to the
Optionee of an option (the "Option") to purchase 100,000 shares of Common Stock,
$.005 par value, of the Company (the "Common Stock") upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises and convenants made
herein and the mutual benefits to be derived herefrom, the parties hereto agree
as follows:
1. Grant of Nonqualified Option. The Company hereby grants to the Optionee
----------------------------
the right and option to purchase, in accordance with the terms and conditions
of this Agreement, an aggregate of 100,000 shares (the "Shares") of Common Stock
at the price of $5.00 per share (the "Price"), exercisable from time to time,
prior to the close of business on August 30, 2001 (the "Expiration Date"). This
Option is not being granted pursuant to the Company's 1995 Stock Option Plan, as
amended, but pursuant to the Company's Special Stock Option Plan (the "Plan").
2. Vesting and Exercisability of Option. The Option will become vested and
------------------------------------
exercisable as to one-third of the Shares on the first anniversary of the date
hereof, as to an additional one-third of the Shares on the second anniversary of
the date hereof, and as to the final one-third of the Shares on the third
anniversary of the date hereof. The right to purchase any or all of the Shares
will terminate on the close of business on August 30, 2001.
3. Method of Exercise of Option and Payment of Purchase Price. Each
----------------------------------------------------------
exercise of the Option shall be by means of a written notice of exercise
delivered to the Company and specifying the number of whole shares with respect
to which the Option is being exercised, together with any written statements
required pursuant to Section 8 below and payment of the Price in full in cash or
by check payable to the order of the Company; provided that so-called cashless
exercises may be permitted in the discretion of the Committee administering the
Plan. The delivery of shares pursuant to an exercise of this Option will be
conditional upon payment by the Optionee of amounts sufficient to enable the
Company to pay all applicable federal, state and local withholding taxes.
4. Effect of Death of Optionee. The Option and all other rights hereunder,
---------------------------
to the extent such rights shall not have been exercised, shall terminate and
become null and void at the end of twelve months following the Optionee's death.
During the twelve-month period after death, the Option may, to the extent
exercisable on the date of death (or earlier termination), be exercised by the
executor of the Optionee's will or the administrator of the holder's estate;
provided that in no event may the Option be exercised by any person after the
Expiration Date.
1.
5. Non-Assignability of Option. The Option and the rights and privileges
---------------------------
conferred hereby are not transferable or assignable and may not be offered,
sold, pledged, hypothecated or otherwise disposed of in any way (whether by
operation of law or otherwise) and shall not be subject to execution,
attachment, garnishment, levy or similar process. During the Optionee's
lifetime, the Option may be exercised only by the Optionee, or, subject to the
provisions of Section 4, within twelve months after his death by the executor of
his will or the administrator of his estate, and not otherwise, regardless of
any community property or other interest therein of the Optionee's spouse or
such spouse's successor in interest. In the event that the spouse of the
Optionee shall have acquired a community property interest in the Option, the
Optionee, or such transferees, may exercise it on behalf of the spouse of the
Optionee or such spouse successor in interest.
6. Adjustments and Other Rights. The rights of the Optionee hereunder will
----------------------------
be subject to adjustments and modifications in certain circumstances and upon
occurrence of certain events including a reorganization, merger, combination,
recapitalization, reclassification, stock split, reverse stock split, stock
dividend or stock consolidation.
7. Optionee Not A Stockholder. Neither the Optionee nor any other person
--------------------------
entitled to exercise the Option shall have any of the rights or privileges of a
shareholder of the Company as to any shares of Common Stock not actually issued
and delivered to him. No adjustment will be made for dividends or other rights
for which the record date is prior to the date on which such stock certificate
or certificates are issued even if such record date is subsequent to the date
upon which notice of exercise was delivered and the tender of payment was
accepted.
8. Application of Securities Laws. No shares of Common Stock may be
------------------------------
purchased pursuant to the Option unless and until any then applicable
requirements of the Securities and Exchange Commission, the California
Department of Corporations and any other regulatory agencies, including any
other state securities law commissioners having jurisdiction over the Company or
such issuance, and any exchanges upon which the Common Stock may be listed,
shall have been fully satisfied. The Optionee represents, agrees and certifies
that:
(a) If the Optionee exercises the Option in whole or in part at a time
when there is not in effect under the Securities Act of 1933, as amended (the
"Act"), a registration statement relating to the Common Stock issuable upon
exercise and available for delivery to him a prospectus meeting the requirements
of Section 10(a)(3) of the Act, the Optionee will acquire the Common Stock
issuable upon such exercise for the purpose of investment and not with a view to
resale or distribution and that, as a condition to each such exercise, he or she
will furnish to the Company a written statement to such effect, satisfactory in
form and substance to the Company, which statement also acknowledges that the
Option shares have not been registered under the Act and are "restricted
securities" within the meaning of Rule 144 under the Act and are subject to
restrictions on transfer; and
(b) If and when the Optionee proposes to publicly ofer or sell the
Common Stock issued to him upon exercise of the Option, the Optionee will notify
the Company prior to any such offering or sale and will abide by the opinion of
counsel to the Company as to whether and under what conditions and
circumstances, if any, he may offer and sell such shares, but such procedure
need not be followed if a Prospectus was delivered to the Optionee with the
shares of Common Stock and the Common Stock was and is listed on the New York
Stock Exchange or the American Stock Exchange.
2.
The Optionee understands that the certificate or certificates representing
the Common Stock acquired pursuant to the Option may bear a legend referring to
the foregoing matters and any limitations under the Act and state securities
laws with respect to the transfer of such Common Stock, and the Company may
impose stop transfer instructions to implement such limitations, if applicable.
Any person or persons entitled to exercise the Option under the provisions of
Section 4 above shall be bound by and obligated under the provisions of this
Section 8 to the same extent as is the Optionee.
9. Notices. Any notice to be given under the terms of this Agreement shall
-------
be in writing and addressed to the Secretary of the Company at its principal
office and any notice to be given to the Optionee shall be addressed to him at
the address given beneath the Optionee's signature hereto or at such other
address as either party may hereafter designate in writing to the other party.
Any such notice shall be deemed to have been duly given when enclosed in a
properly sealed envelope addressed as aforesaid, registered or certified, and
deposited (postage and registry or certification fee prepaid) in a post office
or branch post office regularly maintained by the United States Government.
10. Effect of Agreement. This Agreement shall be assumed by, be binding
-------------------
upon and inure to the benefit of any successor or successors of the Company.
11. Laws Applicable to Construction. The Option has been granted, executed
-------------------------------
and delivered as of the day and year first above written in Carlsbad,
California, and the interpretation, performance and enforcement of the Option
and this Agreement shall be governed by the internal laws of the State of
California.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by a duly authorized officer and the Optionee has hereunto set his
hand as of the day and year first above written.
NTN COMMUNICATIONS, INC.,
a Delaware corporation
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------
Title: Chairman, C.E.O.
-------------------
OPTIONEE
/s/▇▇ ▇▇▇▇▇▇▇
-------------------------
▇▇ ▇▇▇▇▇▇▇
c/o Liberty Sports
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
3.
