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EXHIBIT 4.2
INTERACTIVE FLIGHT TECHNOLOGIES, INC.
1997 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Interactive
Flight Technologies, Inc. 1997 Stock Option Plan (the "PLAN") shall have the
same defined meanings in this Option Agreement.
I. Notice of Stock Option Grant
Optionee's Name _________________________
Optionee's Address _________________________
_________________________
_________________________
You (also referred to as "OPTIONEE") have been granted an option to
purchase shares of Class A Common Stock of the Company ("SHARES") subject to the
terms and conditions of the Plan and this Stock Option Agreement as follows:
Grant Number ________________
Date of Grant ________________
Exercise Price per Share $_______________
Total Number of Shares Covered ________________
Type of Option _______ Incentive Stock
Option
_______ Nonstatutory
Stock Option
Term of Option/Outside Expiration Date: _________________
VESTING SCHEDULE:
Subject to the termination provisions of this Option Agreement and the
Plan, this Option may be exercised, in whole or in part, in respect that portion
of this Option which has vested as of the exercise date. This Option shall vest
and become exercisable in equal one-third installments on each of first three
anniversaries of the grant date. In each case, the number of Shares that may be
purchased pursuant to the exercise of the Option shall be rounded to the nearest
full Share.
TERMINATION PERIOD:
Unless the Option is terminated due to a Termination Event, this Option
may be exercised for thirty (30) days after termination of employment or
consulting relationship, or such longer period as may be applicable upon death
or Disability of Optionee as provided in the Plan, but only to the extent vested
as of the date of termination, death or Disability. In no event may the Option
be exercised later than the Term of Option/Outside Expiration Date above.
II. AGREEMENT
1. GRANT OF OPTION. The Administrator of the Company hereby grants to
the Optionee named in the Notice of Grant attached as Part I of this Agreement
(the "OPTIONEE"), an option (the "OPTION") to purchase a number of Shares, as
set forth in the Notice of Grant, at the exercise price per share set in the
Notice of Grant (the "EXERCISE
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PRICE"), subject to the terms and conditions of the Plan, which is incorporated
herein by reference. Subject to Section 15(c) of the Plan, in the event of a
conflict between the terms and conditions of the Plan and the terms and
conditions of this Option Agreement, the terms and conditions of the Plan shall
prevail.
If designated in the Notice of Grant as an Incentive Stock Option, this
Option is intended to qualify as an Incentive Stock Option under Section 422 of
the Code.
2. EXERCISE OF OPTION.
(a) RIGHT OF EXERCISE. This Option is exercisable during its
term in accordance with the Vesting Schedule set out in the Notice of Grant and
the applicable provisions of the Plan and this Option Agreement. In the event of
Optionee's death, Disability or other termination of Optionee's employment or
consulting relationship, or in the event of a Termination Event, the exercise of
the Option is governed by the applicable provisions of the Plan and this
Agreement.
(b) METHOD OF EXERCISE. This Option is exercisable by delivery
of an exercise notice, (the "EXERCISE NOTICE") which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is
being exercised (the "EXERCISED SHARES"), and such other representations and
agreements as may be required by the Company pursuant to the provisions of the
Plan. The Exercise Notice shall be signed by the Optionee and shall be delivered
in person or by certified mail to the Secretary of the Company. The Exercise
Notice shall be accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares. This Option shall be deemed to be exercised upon receipt by
the Company of such fully executed Exercise Notice accompanied by such aggregate
Exercise Price and any additional documentation required by the Company.
No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with all relevant provisions of law
and the requirements of any stock exchange upon which the Shares are then
listed. Assuming such compliance, for income tax purposes the Exercised Shares
shall be considered transferred to the Optionee on the date the Option is
exercised with respect to such Exercised Shares.
3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall be
any of the following, or a combination thereof, at the election of the Optionee:
(a) cash; or
(b) check; or
(c) delivery of a properly executed exercise notice together
with such other documentation as the Administrator and the Optionee's broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price; or
(d) if permitted by the Administrator in its sole discretion,
surrender of other Shares which have a Fair Market Value on the date of
surrender equal to the aggregate Exercise price of the Exercised Shares.
4. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by the Optionee. The terms
of the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
5. TERM OF OPTION. This Option may be exercised only within the term
set out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.
6. NOT AN EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Option or in
the Plan shall be construed as an agreement by the Company, express or implied,
to employ Optionee or contract for Optionee's services, to restrict the right of
the Company to discharge Optionee or cease contracting for Optionee's services
or to modify, extend or otherwise affect in any manner whatsoever, the terms of
any employment agreement or contract for services which may exist between the
Optionee and the Company.
7. GOVERNING LAW. The interpretation, performance, and enforcement of
this Agreement shall be
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governed by the laws of the State of Delaware without regard to the principles
of conflicts of law.
By your signature, the signature of your spouse (if any) on the
attached consent, and the signature of the Company's representative below, you
and the Company agree that this Option is granted under and governed by the
terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and the Option Agreement.
OPTIONEE: INTERACTIVE FLIGHT TECHNOLOGIES, INC.
_______________________ By:______________________________
Name:
Name:____________________________
Title:___________________________
DESIGNATION OF BENEFICIARY
In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all of my vested Options that are unexercised at
that time.
NAME: (Please print)_________________________________________
(First) (Middle) (Last)
________________ _________________________________________
Relationship (Address)
Dated:__________ _________________________________________
Signature of Employee
CONSENT OF SPOUSE
The undersigned spouse of Optionee has read and hereby approves the
terms and conditions of the Plan and this Option Agreement. In consideration of
the Company's granting his or her spouse the right to purchase Shares as set
forth in the Plan and this Option Agreement, the undersigned hereby agree to be
irrevocably bound by the terms and conditions of the Plan and this Option
Agreement and further agrees that any community property interest shall be
similarly bound. The undersigned hereby appoints the undersigned's spouse as
attorney-in-fact for the undersigned with respect to any amendment or exercise
of rights under the Plan or this Option Agreement.
________________________________
Spouse of Optionee
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