EXHIBIT 4.6
NON-QUALIFIED STOCK OPTION AGREEMENT
OPTIONEE: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
DATE OF GRANT: December 4, 2001
NUMBER OF SHARES: 300,000
PRICE: $.95
EXERCISE DATES:
Vesting Date
(Date on Which Option
Number of Shares First Becomes Exercisable) Exercisable Until
---------------- -------------------------- -----------------
300,000 December 4, 2001 December 3, 2011
INTERNATIONAL DISPENSING CORPORATION (the "Corporation"), a Delaware
corporation, on the terms and conditions set forth below, hereby on the date of
grant shown above grants to the optionee named above an option to purchase in
whole or in part the number of shares shown above of the Corporation's common
stock, at the price shown above, exercisable on the exercise dates shown above
until the expiration date shown above (the "Expiration Date").
1. The option evidenced hereby is exercised upon receipt by
the Secretary of the Corporation, or other designated person, of a duly executed
and completed facsimile of the form for such purpose attached hereto,
accompanied by full payment for the number of shares being purchased. Payment of
the exercise price may be made in full by (i) certified or bank cashier's check,
(ii) cancellation of indebtedness owed by the Corporation to the optionee, (iii)
delivery to the Corporation of shares of Common Stock of the Corporation owned
by the optionee having a fair market value on the date of exercise equal to the
exercise price, (iv) any combination of the foregoing or (v) such other form of
payment as may be permitted by the Board of Directors.
2. The Corporation will pay any stock transfer tax in
connection with the issuance, transfer or exchange of stock pursuant hereto, but
may require deposit or payment of any other tax which the Corporation may be
required to withhold or collect.
3. The price and number of shares subject to the option shall
be appropriately adjusted in the event of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, or similar change in the
Corporation's shares. The good faith determination by the Board of Directors of
the Corporation of the appropriate adjustment shall be final and conclusive. In
the case of a merger, sale of assets or similar transaction which results in a
replacement of the Corporation's shares of common stock with stock of another
corporation, the Corporation shall be required to replace any outstanding
options covered hereby with comparable options to purchase the stock of such
other corporation.
4. This instrument confers no rights as a stockholder upon the
optionee, and an optionee shall have no such rights unless and until the date a
certificate representing shares of the Corporation's stock is issued or
transferred to such person upon the exercise hereof. Nothing contained herein
shall be deemed to give any individual any right to be retained in the employ of
the Corporation or any subsidiary.
5. Enforcement of the terms of this instrument shall be
governed by the laws of the State of Delaware. Any action brought hereunder
shall be brought in the Federal or State courts located in Maryland, to which
jurisdiction both parties hereto submit. Any action hereunder against the
optionee may be instituted by registered or certified mail, return receipt
requested, to his residence, as indicated on the books of the Corporation.
IN WITNESS WHEREOF, this instrument has been executed for the
Corporation by a duly authorized officer thereof and by the optionee as of the
date of grant.
Dated: December 4, 2001
INTERNATIONAL DISPENSING CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇, President
FORM FOR EXERCISING NON-QUALIFIED STOCK OPTION
The undersigned hereby exercises the non-qualified stock option described below.
The name of the optionee to whom such option was granted, the date of grant, and
the price at which granted are:
Optionee:
Date of Grant:
Price:
The number of shares of common stock of the Corporation with respect to which
the option is being exercised, stated in terms of shares as of the date of grant
and without regard to adjustments, if any, of such number, is:
---------------------.
This form is accompanied by full payment for the number of shares being
purchased by check in the amount of $____, by shares of common stock of the
Corporation owned by the optionee, or such other method of payment which has
been accepted and approved by the Board of Directors of the Corporation.
If the optionee is paying the exercise price hereof, in whole or in part, with
shares of common stock of the Corporation, please complete the following:
On the date hereof, each share of the Corporation's common stock has a fair
market value equal to $_____. Attached to this form are certificates Nos. ____,
____, and ____ registered in the name of the undersigned representing , and
shares of the Corporation's common stock together with a stock power duly
executed by the optionee with the optionee's signature guaranteed by either (i)
a local commercial bank with a New York correspondent bank or (ii) a member firm
of a major stock exchange. The undersigned hereby requests that the Corporation
transfer to itself shares of common stock represented by the attached
certificates in payment of $____ of the option exercise price. A certificate for
the balance of the shares is to be returned to the undersigned.
Date:
Signature
