EXHIBIT 10.15
SKYSAT COMMUNICATIONS NETWORK CORPORATION
STOCK OPTION AGREEMENT
UNDER 1994 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION
April 14, 1997
AGREEMENT entered into by and between Skysat Communications Network
Corporation, a Delaware corporation with its principal place of business in New
York, New York, and the undersigned director, officer, or employee of, or
consultant to, the Company (the "Optionee").
1. The Company desires to grant the Optionee a non-qualified stock option
under the Company's 1994 Stock Option Plan, as amended (the "Plan") to acquire
shares of the Company's Class A Common Stock, $.001 par value per share (the
"Shares").
2. The Plan provides that each option is to be evidenced by an option
agreement, setting forth the terms and conditions of the option.
ACCORDINGLY, in consideration of the premises of the mutual covenants and
agreements contained herein, the Company and the Optionee hereby agree as
follows:
1. Grant of Option.
The Company hereby grants to the Optionee a non-qualified stock option (the
"Option") to purchase all or any part of an aggregate of the number of Shares
shown at the end of this Agreement on the terms and conditions hereinafter set
forth. This option shall not be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code).
2. Purchase Price
The purchase price ("Purchase Price") for the Shares covered by the Option
shall be the dollar amount per Share shown at the end of this Agreement.
3. Time of Exercise of Option.
The Option shall vest and become exercisable as of the date of this
Agreement. To the extent the Option is not exercised by the Optionee when it
becomes exercisable, it shall not expire, but shall be carried forward and shall
be exercisable, on a cumulative basis, until the Expiration Date, as hereinafter
defined.
4. Term of Option.
Each Option shall expire on the date shown at the end of this Agreement
(the "Expiration Date"), as determined by the Board of Directors of the Company
(the "Board"), which shall not be
more than ten (10) years from the date of the granting thereof, subject to
earlier termination as herein provided.
5. Manner of Exercise of Option.
(a) To the extent that the right to exercise the Option has accrued and is
in effect, the Option may be exercised in full or in part by giving written
notice to the Company stating the number of Shares exercised and accompanied by
payment in full for such Shares. No partial exercise may be made for less than
one hundred (100) full shares of Common Stock. Payment may be either wholly in
cash or in whole or in part in Shares already owned by the person exercising the
Option, valued at fair market value as of the date of exercise; provided,
however, that payment of the exercise price by delivery of Shares already owned
by the person exercising the Option may be made only if such payment does not
result in a charge to earnings for financial accounting purposes as determined
by the Board. Upon such exercise, delivery of a certificate for paid-up,
non-assessable Shares shall be made at the principal office of the Company to
the person exercising the Option, not less than thirty (30) and not more than
ninety (90) days from the date of receipt of the notice by the Company.
(b) The Company shall at all times during the term of the Option reserve
and keep available such number of Shares as will be sufficient to satisfy the
requirements of the Option.
6. Non-Transferability.
The right of the Optionee to exercise the Option shall not be assignable or
transferable by the Optionee otherwise than by will or the laws of descent and
distribution, and the Option may be exercised during the lifetime of the
Optionee only by him or her. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.
7. Representation Letter and Investment Legend.
(a) In the event that for any reason the Shares to be issued upon exercise
of the Option shall not be effectively registered under the Securities Act of
1933, as amended (the "1933 Act"), upon any date on which the Option is
exercised in whole or in part, the person exercising the Option shall give a
written representation to the Company in the form attached hereto as Exhibit 1
and the Company shall place an "investment legend", so-called, as described in
Exhibit 1, upon any certificate for the Shares issued by reason of such
exercise.
(b) The Company shall be under no obligation to qualify the Shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purposes of covering the issue of the Shares.
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8. Adjustments on Changes in Capitalization.
Adjustments on changes in capitalization and the like shall be made in
accordance with the Plan, as in effect on the date of this Agreement.
9. No Special Employment Rights.
Nothing contained in the Plan or this Agreement shall be construed or
deemed by any person under any circumstances to bind the Company to continue the
employment of the Optionee for the period within which this Option may be
exercised. However, during the period of the Optionee's employment, the Optionee
shall render diligently and faithfully the services which are assigned to the
Optionee from time to time by the Board or by the executive officers of the
Company and shall at no time take any action which directly or indirectly would
be inconsistent with the best interests of the Company.
10. Rights of a Shareholder.
The Optionee shall have no rights as a shareholder with respect to any
Shares which may be purchased by exercise of this Option unless and until a
certificate or certificates representing such Shares are duly issued and
delivered to the Optionee. Except as otherwise expressly provided in the Plan,
no adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.
11. Withholding Taxes.
Whenever Shares are to be issued upon exercise of this Option, the Company
shall have the right to require the Optionee to remit to the Company an amount
sufficient to satisfy all Federal, state and local withholding tax requirements
prior to the delivery of any certificate or certificates for such Shares. The
Company may agree to permit the Optionee to withhold Shares purchased upon
exercise of this Option to satisfy the above-mentioned withholding requirement;
provided, however, no such agreement may be made by an Optionee who is an
officer or director within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, except pursuant of a standing election to so withhold
Shares purchased upon exercise of an Option, such election to be made in the
form set forth in Exhibit 2 hereto and to be made no less than six (6) months
prior to the date of such exercise. Such election may be revoked by the Optionee
only upon six (6) months prior written notice to the Company.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand, all as of the date and year
first above written.
SKYSAT COMMUNICATIONS NETWORK OPTIONEE
CORPORATION
By /s/ Xxxxxx X. Xxxx /s/ Xxxxxx X. Xxxxxxxxxx
---------------------------- -----------------------------
Title: CHAIRMAN OF THE BOARD Signature
Name: Xxxxxx X Xxxxxxxxxx
-------------------------
(Printed)
Address: 0000 Xxxxxx Xxxx
----------------------
Bethesda Md. 20817
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###-##-####
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Social Security Number
10,000
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Number of Shares
$1.00
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Purchase Price Per Share
March 26, 2007
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Expiration Date
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EXHIBIT 1
TO STOCK OPTION AGREEMENT
Gentlemen:
In connection with the exercise by me as to ________ shares of Common
Stock, $.00l par value per share, of Skysat Communications Network Corporation
(the "Company"), under the non-qualified stock option agreement dated April 7,
1994, granted to me under the 1994 stock option Plan, I hereby acknowledge that
I have been informed as follows:
1. The shares of common stock of the Company to be issued to me pursuant to
the exercise of said option have not been registered under the Securities Act of
1933, as amended (the "1933 Act"), and accordingly, must be held indefinitely
unless such shares are subsequently registered under the 1933 Act, or an
exemption from such registration is available.
2. Routine sales of securities made in reliance upon Rule 144 under the
1933 Act can be made only after the holding period and in limited amounts in
accordance with the terms and conditions provided by that Rule, and in any sale
to which that Rule is not applicable, registration or compliance with some other
exemption under the 1933 Act will be required.
3. The Company is under no obligation to me to register the shares or to
comply with any such exemptions under the 1933 Act.
4. The availability of Rule 144 is dependent upon adequate current public
information with respect to the Company being available and, at the time that I
may desire to make a sale pursuant to the Rule, the Company may neither wish nor
be able to comply with such requirement.
In consideration of the issuance of certificates for the shares to me, I
hereby represent and warrant that I am acquiring such shares for my own account
for investment, and that I will not sell, pledge or transfer such shares in the
absence of an effective registration statement covering the same, except as
permitted by the provisions of Rule 144, if applicable, or some other applicable
exemption under the 1933 Act. In view of this representation and warranty, I
agree that there may be affixed to the certificates for the shares to be issued
to me, and to all certificates issued hereafter representing such shares (until
in the opinion of counsel, which opinion must be reasonably satisfactory in form
and substance to counsel for the Company, it is no longer necessary or required)
a legend as follows:
"The shares of common stock represented by this certificate have
not been registered under the Securities Act of 1933, as amended
(the "Act"), and were acquired by the registered holder, pursuant
to a representation and warranty that such holder was acquiring
such shares for his own account and for investment, with no
intention to transfer or dispose of the same in violation of the
registration requirements of the Act. These shares may not be
sold, pledged, or transferred in the absence of an effective
registration statement under the Act, or an opinion of counsel,
which opinion is
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reasonably satisfactory to counsel to the Company, to the effect
that registration is not required under the Act."
I further agree that the Company may place a stop order with its Transfer
Agent, prohibiting the transfer of such shares, so long as the legend remains on
the certificates representing the shares.
Very truly yours,
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