EXHIBIT 4.2
FORM OF OPTION AGREEMENT
OPTION AGREEMENT made this _____ day of ________, ____, between
Cadapult Graphic Systems, Inc., a Delaware corporation (the "Company"), and
___________________, a management-level employee of the Company or one or
more of its subsidiaries (the "Employee").
The Company desires, by affording the Employee an opportunity to
purchase its common stock, par value $.001 per share (the "Common Shares"),
to carry out the purpose of the 1998 Incentive Stock Option Plan of Seafoods
Plus, Ltd./Cadapult Graphic Systems, Inc., which has been authorized by the
Board of Directors and has been approved by the shareholders.
Now, therefore, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the parties hereto
agree as follows:
1. Grant of Option. The Company hereby irrevocably grants to the
Employee the right and option (the "Option") to purchase all or any part of
an aggregate of __________ Common Shares (such number being subject to
adjustment as provided in paragraph 8 hereof) subject to and on the terms and
conditions herein set forth.
2. Purchase Price. The purchase price of the Shares covered by the
Option shall be $_____ per share flat or ex-dividend (the "Purchase Price").
3. Term of Option. The term of the Option shall be for a period of
ten years from the date hereof, subject to earlier termination as provided in
paragraphs 5, 6 and 7 hereof. The Option may be exercised within the above
limitations, at any time or from time to time, as to any part of or all the
shares covered thereby; provided, however, that the Option may not be
exercised as to less than 100 shares at any one time (or the remaining shares
then purchasable under the Option, if less than 100 shares). The Purchase
Price of the shares as to which the Option shall be exercised shall be paid
in full in cash at the time of exercise. Except as provided in paragraphs 6
and 7 hereof, the Option may not be exercised at any time unless the Employee
shall have been in the continuous employ of the Company and/or of one or more
of its subsidiaries, from the date hereof to the date of the exercise of the
Option. The holder of the Option shall not have any of the rights of a
shareholder with respect to the shares covered by the Option except to the
extent that one or more certificates for such shares shall be delivered to
the Employee upon the due exercise of the Option. The Company will endeavor
to obtain, prior to the time when the Option would otherwise be exercisable,
the registration under the Act of the shares covered by the Option.
4. Nontransferability. The Option shall not be transferable otherwise
than by will or the laws of descent and distribution, and the Option may be
exercised, during the lifetime of the Employee, only by the Employee. More
particularly (but without limiting the generality of the foregoing), the
Option may not be assigned, transferred (except as provided above), pledged,
or hypothecated in any way, shall not be assignable by operation of law, and
shall not be subject to execution, attachment, or similar process. Any
attempted assignment, transfer, pledge, hypothecation, or other disposition
of the Option contrary to the provisions hereof, and the levy of any
execution, attachment, or similar process upon the Option, shall be null and
void and without effect.
5. Employment. In consideration of the granting of the Option and
regardless of whether or not the Option shall be exercised, the Employee
agrees to remain in the employ of the Company or one or more of its
subsidiaries for a period of at least one year after the date hereof; and
Employee will, during such employment, devote Employee's full business time,
energy, and skill to the service of the Company or one or more of its
subsidiaries, subject to vacations, sick leaves, and other approved absences.
Such employment, subject to the provisions of paragraph 6 hereof and subject
also to the provisions of any contract between the Company or any such
subsidiary and the Employee, shall be at the pleasure of the Board of
Directors of each employing company and at such compensation as such
employing company or companies shall reasonably determine. In the event of
any termination of the Employee's employment during the period during which
he has agreed by the foregoing provisions of this paragraph 5 to remain in
employment that is either (a) for cause or (b) voluntary on the part of the
Employee and without the consent of Employee's employing company or
companies, the Option (and any other option or options held by Employee under
the above-mentioned Incentive Option Plan), to the extent not previously
exercised, shall immediately terminate.
6. Termination of Employment. In the event that the employment of the
Employee shall be terminated (otherwise than by reason of death), the Option
may, subject to the provisions of paragraph 5 hereof, be exercised by the
Employee (to the extent that Employee shall have been entitled to do so at
the time and date of termination of Employee's employment) at any time within
three months after such termination, but not more than five years after the
date hereof. So long as the Employee shall continue to be an employee of the
Company or one or more of its subsidiaries, the Option shall not be affected
by any change in Employee's duties or position. Nothing in this Option
Agreement shall confer upon the Employee any right to continue in the employ
of the Company or of any of its subsidiaries or interfere in any way with the
right of the Company or any such subsidiary to terminate Employee's
employment at any time.
7. Death of Employee. If the Employee shall die while Employee shall
be employed by the Company or one or more of its subsidiaries or within three
months after the termination of Employee's employment, the Option may be
exercised (to the extent that the Employee shall have been entitled to do so
at the date of Employee's death) by a legatee or legatees of the Employee
under Employee's last will, or by Employee's personal representatives or
distributee, at any time within three years after Employee's death, but not
more than five years after the date hereof.
8. Changes in Capital Structure. If all or any portion of the Option
shall be exercised subsequent to any share dividend, split-up reorganization,
merger, consolidation, combination or exchange of shares, separation,
reorganization, or liquidation occurring after the date hereof, as a result
of which shares of any class shall be issued in respect of outstanding Common
Shares or Common Shares shall be changed into the same or a different number
of shares of the same or another class or classes, the person or persons so
exercising the Option shall receive, for the aggregate price paid upon such
exercise, the aggregate number and class of shares which, if Common Shares
(as authorized at the date hereof) had been purchased at the date hereof for
the same aggregate price (on the basis of the price per share set forth in
paragraph 2 hereof) had been purchased at the date hereof for the same
aggregate price (on the basis of the price per share set forth in paragraph 2
hereof) and had not been disposed of, such person or persons would be
holding, at the time of such exercise, as a result of such purchase and all
such share dividends, split-ups, recapitalization, mergers, consolidations,
combinations or exchanges of shares, separations, reorganizations, or
liquidations; provided, however, that no fractional share shall be issued
upon any such exercise, and the aggregate price paid shall be appropriately
reduced on account of any fractional share not issued. No adjustment shall
be made in the minimum number of shares which may be purchased at any one
time, as fixed by paragraph 3 hereof.
9. Limitation. The Employee shall not exercise any one or more
Options hereunder if and to the extent that the Employee would thereby be
entitled to purchase Common Shares in any one calendar year the value of
which, determined at the time of the grant of the Options or Options, would
exceed $100,000; provided, however, that such exercise shall nonetheless be
permitted if and to the extent that the right to first exercise said options
shall have accumulated over a number of years rather than having first
occurred in the year of exercise, to the extent in compliance with said
calender limit of accumulation.
10. Method of Exercising Option. Subject to the terms and conditions
of this Option Agreement, the Option may be exercised by written notice to
the Secretary of the Company, at the Company's executive offices. Such
notice shall state the election to exercise the Option and the number of
shares in respect of which it is being exercised, and shall be signed by the
person or persons so exercising the Option. Such notice shall either:
(a) be a notice in substantially the form attached hereto as
Exhibit A (Subscription Form) or similar written notice setting forth the
Employee's election to exercise the Option, accompanied by the Purchase
Price, in which event the Company shall deliver a certificate or certificates
representing such Common Shares as soon as practicable after the notice shall
be received; or
(b) fix a date (not less than five nor more than ten business
days from the date such notice shall be received by the Company) for the
payment of the full Purchase Price of such Common Shares at the Company's
executive offices, against delivery of a certificate or certificates
representing such Common Shares; or
(c) be a notice in substantially the form attached hereto as
Exhibit B (Cashless Exercise Form) duly executed by the Employee (such
exercise being referred to herein as a "Cashless Exercise") setting forth
such Employee's election to receive the number of Common Shares specified in
the Cashless Exercise Form. Such presentation and surrender shall be deemed
a waiver of the Employee's obligation to pay all or any portion of the
Purchase Price in cash. In the event of a Cashless Exercise, the Employee
hereof shall exchange Employee's Option for that number of Common Shares
determined by multiplying the number of Common Shares for which the Employee
desires to exercise Employee's Option by a fraction, the numerator of which
shall be the result (but not less than zero) obtained by subtracting the
Purchase Price then in effect from the fair market value per share (the "Fair
Market Value") of the Common Shares of the Exercise Date, and the denominator
of which shall be such Fair Market Value. For purposes of any computation
under this Section 10(c), the Fair Market Value of Common Shares as of any
date shall be deemed to be the Fair Market Value as of the day preceding the
date of exercise of the Option on the principal national or regional
securities exchange on which the Common Shares are admitted to trading or
listed, or if not listed or admitted to trading on any such exchange, the
closing price as reported by the Nasdaq National or SmallCap Markets, or if
not then listed on the Nasdaq National or SmallCap Markets, the average of
the highest reported bid and lowest reported asked prices as reported by the
National Association of Securities Dealers, Inc. Over-The-Counter Bulletin
Board (the "OTC Bulletin Board"), or if not then publicly traded, the fair
market value of the Common Shares as determined by the Board of Directors of
the Company.
Payment of such Purchase Price shall, in either case, be made by cash
or a certified or bank check payable to the order of the Company. The
certificate or certificates for the shares as to which the Option shall have
been so exercised shall be registered in the name of the person or persons so
exercising the Option (or, if the Option shall be exercised by the Employee
and if the Employee shall so request in the notice exercising the Option,
shall be registered in the name of the Employee and another person jointly,
with right of survivorship) had shall be delivered as provided above to or
upon the written order of the person or persons exercising the Option. In
the event the Option shall be exercised, pursuant to paragraph 7 hereof, by
any person or persons other than the Employee, such notice shall be
accompanied by appropriate proof of the right of such person or persons to
exercise the Option. All shares that shall be purchased upon the exercise of
the Option as provided herein shall be fully paid and nonassessable.
11. General. The Company shall at all times during the term of the
Option reserve and keep available such number of Common Shares as will be
sufficient to satisfy the requirements of this Option Agreement, shall pay
all original issue and transfer taxes with respect to the issue and transfer
of shares pursuant hereto and all other fees and expenses necessarily
incurred by the Company in connection therewith, and will from time to time
use its best efforts to comply with all laws and regulations which, in the
opinion of counsel for the Company, shall be applicable thereto.
12. Subsidiary. As used herein, the term "subsidiary" shall mean any
present or future company which would be a "subsidiary corporation" of the
Corporation, as that term is defined in Section 424 of the Internal Revenue
Code of 1986, as amended.
IN WITNESS WHEREOF the Company has caused this Option Agreement to be
duly executed by its officers thereunto duly authorized, and the Employee has
hereunto set his/her hand and seal, all on the day and year first above
written.
Corporate Seal CADAPULT GRAPHIC SYSTEMS, INC.
Attest: by:_______________________________
Xxxxxxx X. Xxxxx, President
____________________________
Xxxxxxx Xxxxxx, Secretary
EMPLOYEE
by:________________________
EXHIBIT A
[FORM OF ELECTION TO PURCHASE]
The undersigned hereby irrevocably elects to exercise the right,
represented by the undersigned's Option, to purchase shares of common stock
in accordance with the terms of that certain Option pursuant to the 1998
Incentive Plan. The undersigned requests that a certificate for such
securities be registered in the name of __________________ whose address is
____________________ and that such Certificate be delivered to
_______________ whose address is ____________________.
Dated: _______________________
Signature ___________________________________________
(Signature must conform in all respects to name of holder as
specified on the face of the Option.)
Social Security ________________________
(or Other Identifying Number)
EXHIBIT B
CASHLESS EXERCISE FORM
(To be executed upon a Cashless Exercise)
The undersigned hereby irrevocably elects to surrender its Option
for _______ shares of common stock or such lesser number of shares of common
stock as may be purchased pursuant to the Cashless Exercise provisions of the
Option granted under the 1998 Incentive Plan.
INSTRUCTION FOR REGISTRATION OF STOCK
Name: ______________________________________________________
(Please typewrite or print)
Address: ______________________________________________________
______________________________________________________
______________________________________________________
Signature: ______________________________________________________
Social Security Number:____________________________________________________
And if said number of shares shall not be all the shares
exchangeable or purchasable under the Option, a new Option of like tenor is
to be issued in the name of the undersigned for the balance of the shares
purchasable thereunder.
Signature: ________________________________
Printed Name: _____________________________
Dated: _______________
