Exhibit 4.1
110 MEDIA GROUP, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
This Stock Option Agreement is made by and between 110 Media Group, Inc.,
a corporation formed under the laws of the State of Delaware (the "Company"),
and the individual ("Optionee") specified on the attached Notice of Grant of
Stock Options and Option Agreement (the "Notice").
WITNESSETH:
WHEREAS, the Optionee is a valued employee of the Company; and
WHEREAS, the Company considers it desirable and in its best interest that
the Optionee be provided an inducement to acquire an ownership interest in the
Company and an additional incentive to advance the interest of the Company
through the grant of an option to purchase shares of the $.001 par value common
stock of the Company pursuant to the provisions of the Company's 2003 Equity
Incentive Plan (the "Plan").
NOW, THEREFORE, in consideration of the premises contained herein and in
the Plan, it is agreed as follows:
(1) Grant of Option. Subject to the terms and conditions contained herein
and in the Plan, the Company hereby grants the Optionee the right, privilege and
option (the "Option") to purchase the number of shares specified in the attached
Notice of the $.001 par value common stock of the Company at a price per share
specified in the attached Notice, the fair market value of each such share on
the date of grant. The future value of such shares is unknown and cannot be
predicted with certainty. If such shares do not increase in value, the Option
will have no value.
(2) Term and Vesting of Option. The term of the Option shall be for the
period set forth on the Notice, but in no event for more than ten (10) years
("Term") from the date of this Agreement and, subject to the terms and
provisions hereof and the Plan, the Option shall vest and Optionee may exercise
the Option in accordance with the vesting schedule specified in the attached
Notice and within the Term. Subject to the foregoing, the Option may be
exercised in whole or in part with respect to all or any portion of the shares
to which it relates.
(3) Method of Exercise. The Option shall be exercised by the transmittal
of written notice thereof to the Company at its principal place of business.
Such notice shall specify the number of shares which the Optionee elects to
purchase, shall be signed by the Optionee and shall be accompanied by payment of
the purchase price for the shares which the Optionee elects to purchase. Such
payment may be made in whole or in part (i) in cash or (ii) by authorizing a
Company-approved third party to sell the shares (or a sufficient portion of the
shares) acquired upon exercise of the Option and remit to the Company a
sufficient portion of the sale proceeds to pay the entire purchase price and any
tax withholding resulting from such exercise. The Company may instruct the
broker to deposit the entire sale proceeds into a Company owned account for
further distribution to the Optionee, net of the entire purchase price and any
tax withholding resulting from such exercise.
(4) Termination of Option. The Option shall terminate on the earliest to
occur of the following:
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(a) The expiration date set forth on the Notice or ten (10) years
from the date of this Agreement.
(b) Three (3) months after the termination of the Optionee's
employment with the Company, unless such termination is the
result of disability, death or retirement.
(c) In the case of termination as a result of disability or death,
one (1) year after the date of such termination.
(d) In the case of termination as a result of retirement (as
determined by the administrator of the Plan in its sole
discretion), five (5) years after the date of such
termination.
(5) Plan; Restrictions. In all respects this Agreement and the Option
granted herein shall be subject to the terms and provisions of the Plan which
has been, or is being, provided, or otherwise made available, to the Optionee
and is incorporated herein by reference. Accordingly, the rights of the Optionee
under this Agreement and the shares of common stock of the Company which the
Optionee may purchase hereunder are subject to certain restrictions as set forth
in the Plan.
(6) Rights Prior to Exercise of Option. The Optionee shall have no rights
as a stockholder with respect to the shares of stock subject to the Option until
the exercise of his rights hereunder and the issuance and delivery to Optionee
of a certificate or certificates evidencing such shares.
(7) Transferability. Except as otherwise provided in this Section, the
Option is not transferable other than by will or the laws of descent and
distribution, and the Option may be exercised, during the lifetime of the
Optionee, only by the Optionee. However, the Optionee, with the approval of the
Committee, may transfer the Option for no consideration to or for the benefit of
the Optionee's Immediate Family (including, without limitation, to a trust for
the benefit of the Optionee's Immediate Family or to a partnership or limited
liability company for one or more members of the Optionee's Immediate Family),
subject to such limits as the Committee may establish, and the transferee shall
remain subject to all the terms and conditions applicable to the Option prior to
such transfer. The forgoing right to transfer the Option shall apply to the
right to consent to amendments to this Agreement. The term "Immediate Family"
shall mean the Optionee's spouse, parents, children, stepchildren, adoptive
relationships, sisters, bothers and grandchildren (and, for this purpose, shall
also include the Optionee).
(8) Termination of the Plan; No Right to Future Grants; Extraordinary Item
of Compensation. By entering into the Notice and Stock Option Agreement, the
Optionee acknowledges: (i) that the Plan is discretionary in nature and may be
suspended or terminated by the Company at any time; (ii) that the grant of the
Option is a one-time benefit which does not create any contractual or other
right to receive future grants of options, or benefits in lieu of options; (iii)
that all determinations with respect to any such future grants, including, but
not limited to, the times when options shall be granted, the number of shares
subject to each option, the option price, and the time or times when each option
shall be exercisable, will be at the sole discretion of the Company; (iv) that
the Optionee's participation in the Plan is voluntary; (v) that the value of the
option is an extraordinary item of compensation which is outside the scope of
the Optionee's employment contract, if any; and (vi) that the Option is not part
of normal or expected compensation for purposes of calculating any severance,
resignation, redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments.
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(9) Data Privacy. By entering into the Notice and Stock Option Agreement,
the Optionee: (i) authorizes the Company and Subsidiary, and any agent of the
Company and Subsidiary administering the Plan or providing Plan recordkeeping
services, to disclose to the Company or any of its subsidiaries such information
and data as the Company or any such subsidiary shall request in order to
facilitate the grant of options and the administration of the Plan; (ii) waives
any data privacy rights he or she may have with respect to such information; and
(iii) authorizes the Company and Subsidiary to store and transmit such
information in electronic form.
(10) Applicable Laws and Consent to Jurisdiction. The validity,
construction, interpretation and enforceability of this Agreement shall be
determined and governed by the laws of the State of New York without giving
effect to the principles of conflicts of laws. For the purpose of litigating any
dispute that arises under this Agreement, the parties hereby consent to
exclusive jurisdiction in the State of New York and agree that such litigation
shall be conducted in the courts of Suffolk County, New York or the federal
courts of the United States for Suffolk County, New York.
(11) Severability. The provisions of this Agreement are severable and if
any one or more provisions may be determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions, and any partially
unenforceable provision to the extent enforceable in any jurisdiction, shall
nevertheless be binding and enforceable.
(13) Waiver. The waiver by the Company of a breach of any provision of
this Agreement by Optionee shall not operate or be construed as a waiver of any
subsequent breach by Optionee.
(14) Binding Effect. The provisions of this Agreement shall be binding
upon the parties hereto, their successors and assigns, including, without
limitation, the estate of the Optionee and the executors, administrators or
trustees of such estate and any receiver, trustee in bankruptcy or
representative of the creditors of the Optionee.
(15) Construction. This Agreement is subject to and shall be construed in
accordance with the Plan, the terms of which are explicitly made applicable
hereto. Unless otherwise defined herein, capitalized terms in this Agreement
shall have the same definitions as set forth in the Plan. In the event of any
conflict between the provisions hereof and those of the Plan, the provisions of
the Plan shall govern.
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110 Media Group, Inc. Date
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Optionee Date
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NOTICE OF GRANT OF STOCK OPTIONS
Name No. of Options Exercise Price Expiration Date Vesting
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