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EXHIBIT 10.2
NEITHER THIS OPTION NOR THE COMMON STOCK TO BE ISSUED UPON EXERCISE HEREOF HAS
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT"), OR
QUALIFIED UNDER ANY STATE SECURITIES LAW (THE "LAW"), AND THIS OPTION HAS BEEN,
AND THE COMMON STOCK TO BE ISSUED UPON EXERCISE HEREOF WILL BE, ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY
DISTRIBUTION THEREOF. NO SUCH SALE OR OTHER DISPOSITION MAY BE MADE WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE LAW
RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
INTERAMERICAS COMMUNICATIONS CORPORATION AND ITS COUNSEL, THAT SAID REGISTRATION
AND QUALIFICATIONS ARE NOT REQUIRED UNDER THE ACT AND LAW, RESPECTIVELY.
INTERAMERICAS COMMUNICATIONS CORPORATION
STOCK OPTION AGREEMENT
This stock option (the "OPTION" or the "AGREEMENT") is being granted
pursuant to certain resolutions of the Board of Directors of InterAmericas
Communications Corporation (the "COMPANY").
I. NOTICE OF STOCK OPTION GRANT
OPTIONEE: Xxxxxxx X. Xxxx XX
The Optionee has been granted an option to purchase Common Stock of
InterAmericas Communications Corporation (the "COMPANY"). This option shall be
subject to the following terms and conditions:
Date of Grant April 8, 1997
Number of Shares Subject
to Option 500,000
Type of Option: Incentive Stock Option, as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "CODE")
(subject to paragraph 9 hereof)
Expiration Date: April 8, 2007, unless sooner terminated as set forth herein.
Vesting Schedule: The Option may be exercised, in whole or in part, in
accordance with the following vesting schedule:
(i) 1/3 of the Option shall vest immediately upon the
signing of this Agreement,
(ii) 1/3 of the Option shall vest one year after the
signing of this Agreement,
(iii) 1/3 of the Option shall vest two years after the
singing of this Agreement.
Exercise Price: The exercise price (the "Exercise Price")
shall be equal to $2.437 per share of the Company's
Common Stock, representing the closing price of the
Company's Common Stock on the Nasdaq SmallCap Market
on April 10, 1997.
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II. AGREEMENT
1. GRANT OF OPTION. The Company hereby grants to the Optionee named in
the Notice of Stock Option Grant ("NOTICE OF GRANT") attached as Part I of this
Agreement (the "OPTIONEE"), an option (the "OPTION") to purchase the number of
shares ("SHARES") of the Company's Common Stock, par value $.001 per share
("COMMON STOCK"), as set forth in the Notice of Grant, at the Exercise Price per
Share set forth in the Notice of Grant, subject to the terms and conditions set
forth herein.
2. EXERCISE OF OPTION.
(a) Rights to Exercise. This Option is exercisable during its
term in accordance with the Vesting Schedule and Exercise Price set
forth in the Notice of Grant and the applicable provisions of this
Option Agreement. In the event of Optionee's death, Disability or other
termination of Optionee's employment relationship, the exercisability
of the Option shall be governed by the applicable provisions of the
Employment Agreement dated the date hereof between the Optionee and the
Company (the "Employment Agreement").
(b) Method of Exercise. This Option is exercisable by delivery
of an exercise notice, in the form attached as Exhibit A (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. 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 Exercise 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.
3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall be
by any of the following, or a combination thereof, at the election of the
Optionee:
(a) Cash;
(b) Check;
(c) In lieu of exercising this Option by delivery of cash or
check, the Optionee may make a valid Option exercise by electing to
receive Shares equal to the value of this Option (or the portion
thereof being canceled) by surrendering this Option at the principal
office of the Company together with the Exercise Notice (a "NET
EXERCISE"), in which event the Company shall transfer to the Optionee a
number of Shares computed using the following formula:
X = Y (A-B)
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A
Where X = the number of Option Shares to be issued to such Optionee.
Y = the number of Option Shares purchasable by such Optionee under this
Option Agreement the rights to which are surrendered pursuant to
the Net Exercise.
A = the Fair Market Value of one Option Share, (as determined by the
average bid and ask price (or closing price, as appropriate) per
share
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of Common Stock as quoted on Nasdaq or other national exchange
upon which the Company's Common Stock is quoted).
B = the Exercise Price (as adjusted to the date of such
calculation).
4. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner other than by will or by the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of 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 in accordance with the
terms of the Employment Agreement.
6. TERMINATION OF OPTION. The Option shall terminate in accordance with
the provisions of the Employment Agreement.
7. DILUTION PROTECTION.
(a) In the event the Company shall (i) declare a dividend on
its Common Stock in shares of Common Stock or make a distribution in
shares of Common Stock, (ii) declare a stock split or reverse stock
split of its outstanding shares of Common Stock; (iii) combine its
outstanding shares of Common Stock into a smaller number of shares of
Common Stock or (iv) issue by reclassification of its shares of Common
Stock other securities (including any such reclassification in
connection with a consolidation or merger in which the Company or any
of its subsidiaries is the continuing corporation), then the number of
shares of Common Stock of the Company deliverable to Optionee hereunder
and the exercise price related thereto shall be adjusted so that the
Optionee shall be entitled to receive the kind and number of shares of
Common Stock of the Company which the Optionee has the right to
receive, upon the happening of any of the events described above, with
respect to the shares of the Common Stock which were otherwise
deliverable pursuant hereto and the exercise price per share thereof
shall be adjusted so that the same percentage of the Company's issued
and outstanding shares of capital stock shall remain subject to
purchase at the same aggregate exercise price. An adjustment made
pursuant to this paragraph shall become effective immediately after the
effective date of such event;
(b) In the event of any consolidation or merger to which the
Company is a party other than a merger or consolidation in which the
Company is the continuing corporation, or in case of any sale or
conveyance to another entity of the property of the Company as an
entirety or substantially as an entirety, or in the case of any
statutory exchange of securities with another corporation (including
any exchange effected in connection with a merger of a third
corporation into the Company), as a condition to any such
consolidation, merger or sale, the Company shall secure the agreement
of the surviving corporation or purchaser, in a manner reasonably
satisfactory to the Optionee, that the Optionee shall have the right
thereafter to convert this Option into the kind and amount of
securities, cash or other property which he would have owned or have
been entitled to receive immediately after such consolidation, merger,
statutory exchange, sale or conveyance had the Option been exercised
immediately prior to the effective date of such consolidation, merger,
statutory exchange, sale or conveyance and in any such case, if
necessary, appropriate adjustment shall be made in the application of
the provisions set forth in this Section 7 shall thereafter
correspondingly be made applicable, as nearly as may reasonably be, in
relation to any shares of stock or other securities or property
thereafter deliverable on the exercise of this Option. The above
provisions of this Subsection 7(b) shall similarly apply to successive
consolidations, mergers, statutory exchanges, sales or conveyances.
Notice of any such consolidation, merger, statutory exchange, sale or
conveyance and of said provisions so proposed to be made, shall be
mailed to the Optionee not less than 20 days prior to such event. A
sale of all or substantially all of the assets of the Company for a
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consideration consisting primarily of securities shall be deemed a
consolidation or merger for the foregoing purposes.
(c) Whenever the number of Shares or the exercise price of
this Option is adjusted pursuant to this paragraph, the Company shall
promptly mail by first class mail, postage prepaid, to Optionee, notice
of such adjustment or adjustments.
(d) Unless otherwise provided in any Option, each outstanding
Option shall become immediately fully exercisable.
(i) If there occurs any transaction (which shall include
a series of transactions occurring within 60 days or
occurring pursuant to a plan), that has the result
that shareholders of the Company immediately before
such transaction cease to own at least 51 percent of
the voting stock of the Company or of any entity that
results from the participation of the Company in a
reorganization, consolidation, merger, liquidation or
any other form of corporate transaction;
(ii) If the shareholders of the Company shall approve a
plan of merger, consolidation, reorganization,
liquidation or dissolution in which the Company does
not survive (unless the approved merger,
consolidation, reorganization, liquidation or
dissolution is subsequently abandoned); or
(iii) If the shareholders of the Company shall approve a
plan for the sale, lease, exchange or other
disposition of all or substantially all the property
and assets of the Company (unless such plan is
subsequently abandoned).
8. AVAILABILITY OF COMPANY STOCK. The Company hereby agrees and
covenants that at all times during the Exercise Period it shall reserve for
issuance a sufficient number of shares of Common Stock as would be required upon
full exercise of the Option represented by this Agreement
9. APPROVAL OF STOCK OPTION PLAN. The Company intends, at its next
Annual Meeting of Shareholders (the "ANNUAL MEETING"), to submit for shareholder
consideration and approval its 1997 Stock Option Plan (the "PLAN"). In the event
that the Plan is approved by the Company's shareholders, then this Option shall
be deemed to be an Incentive Stock Option (within the meaning of the Internal
Revenue Code of 1986, as amended, (the "Code") have been granted under and
pursuant to the Plan. If, however, the Plan is not so approved at the Annual
Meeting, then this Option shall be deemed to be a non-qualified stock option
(which means any option which is not an Incentive Stock Option under the Code).
10. NO RIGHT TO EMPLOYMENT. Nothing in this Agreement shall interfere
with or limit in any way the right of the Company to terminate the Optionee's
employment at any time, nor confer upon the Optionee any right to continue in
the employ of the Company or any Subsidiary (subject, in each case, to the
Optionee's Employment Agreement with the Company);
11. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Florida.
12. TERMS OF EMPLOYMENT AGREEMENT TO CONTROL. In the event of any
conflict between the terms of this Agreement and the Employment Agreement, the
terms of the Employment Agreement shall be deemed to prevail.
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IN WITNESS WHEREOF, this Agreement is executed as of the 1st day of
May, 1997.
INTERAMERICAS COMMUNICATION CORPORATION
By: /s/ Xxxxxxxx X. Northland
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Its: President
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OPTIONEE:
/s/ Xxxxxxx X. Xxxx XX
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Xxxxxxx X. Xxxx XX
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EXHIBIT A
INTERAMERICAS COMMUNICATIONS CORPORATION
EXERCISE NOTICE
InterAmericas Communications Corporation
0000 Xxxxxxxx Xxxxxx
Xxxxx, XX 00000
1. EXERCISE OF OPTION. Effective as of today, _____________, 199__, the
undersigned ("PURCHASER") hereby elects to purchase __________ shares (the
"SHARES") of the Common Stock of InterAmericas Communications Corporation (the
"COMPANY") under and pursuant to the Stock Option Agreement dated April __, 1997
(the "OPTION AGREEMENT"). The purchase price for the Shares shall be as set
forth in the Option Agreement, as adjusted.
2. DELIVERY OF PAYMENT. Purchaser herewith delivers to the Company the
full purchase price for the Shares (either in cash, check or through a Net
Exercise as defined in the Option Agreement).
3. REPRESENTATIONS OF PURCHASER. Purchaser acknowledges that Xxxxxxxxx
has received, read and understood the Option Agreement and agrees to abide by
and be bound by its terms and conditions.
4. RIGHTS AS SHAREHOLDER. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
A share certificate for the number of Shares so acquired shall be issued to the
Optionee as soon as practicable after exercise of the Option.
5. TAX CONSULTATION. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.
6. ENTIRE AGREEMENT. The Option Agreement is incorporated herein by
reference. This Exercise Notice and the Option Agreement constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Optionee with respect to the subject matter
hereof.
Submitted by: Accepted by:
OPTIONEE: INTERAMERICAS COMMUNICATIONS CORPORATION
By: By:
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Its:
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Address:
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