Exhibit 4.2
-- FORM --
OPTION NUMBER: 1 11,250 SHARES
STOCK OPTION AGREEMENT
(Non-Assignable)
To Purchase Shares of Common Stock
of
TIME RESOURCE MANAGEMENT, INC.
Issued Under the
1996 Incentive Stock Option Plan (the "Plan")
Xxx Xxxxxxx (the "Holder") is hereby granted the option to purchase, at
the option price of $.614 per share, all or any part of 11,250 fully paid and
non-assessable shares of the Common Stock, par value $0.01 per share ("Stock")
of Time Resource Management, Inc., a Missouri corporation (hereinafter called
the "Company"), upon and subject to the following terms and conditions:
This Option and all rights to purchase shares of Stock hereunder shall
expire ____________, 2004 (the "Expiration Date"). Notwithstanding the
foregoing, the Option granted hereunder shall expire with respect to any shares
five years from the date that options with respect to such shares are first
exercisable. To the extent that this Option has not been exercised in full prior
to its termination or expiration date, whichever first occurs, it shall
terminate and become void and of no effect.
This Option shall be exercisable from time to time in cumulative
installments as to any or all of the shares then Purchasable hereunder as
follows:
Date on Which
Option Is First Shares Initially
Exercisable Purchasable
----------- -----------
_____________, 1996 2,813
_____________, 1997 2,813
_____________, 1998 2,813
_____________, 1999 2,811
This Option and all rights hereunder shall be non-assignable and
nontransferable, except to the extent that the Holder's legatees, personal
representatives or distributees may be permitted to exercise this Option in the
event of the Holder's death, as set forth herein.
Any attempted transfer, assignment pledge, hypothecation or other
disposition of this Option, except as provided herein or in the Plan, shall be
null and void and without effect.
This Option may be exercised from time to time only by delivery to the
Company at its main office (to the attention of the corporate Secretary) of a
duly signed notice in writing stating the number of shares with respect to which
this Option is being exercised and the time and date of delivery thereof, which
time and date of delivery shall be during the normal business hours of the
Company on a regular business day not less than 15 days after the giving of such
notice, unless an earlier date has been mutually agreed upon; provided, however,
that not less than 100 shares may be purchased at any one time unless the number
purchased is the total number then purchasable hereunder; and provided further
that this Option may not be exercised at any time when this Option or the
granting or exercise hereof violates any law, regulation or governmental order.
At the time of delivery specified in such notice, the Company shall, without
transfer or issue tax to the Holder (or other person entitled to exercise this
Option), transfer and set aside for the benefit of the Holder (or such other
person) a certificate or certificates out of the Company's authorized but
unissued or reacquired shares of Stock, as the Company may elect (with
appropriate legend thereon, if deemed necessary by the Company, containing the
representation by the person exercising the Option that the shares to be
purchased shall be acquired and will be held for investment purposes and not
with a view to resale or distribution), against payment in full of the option
price for the number of shares by cash (including a certified or bank cashier's
check or the equivalent thereof). If the Holder fails to pay for any part of the
number of shares specified in such notice as required, the right to purchase
such shares may be terminated by the Board of Directors of the Company (the
"Board").
This Option shall not confer upon the Holder any right to remain in the
employ of the Company or any subsidiary of the Company and shall not confer upon
the Holder any rights in the stock of the Company prior to the issuance of a
stock certificate pursuant to the exercise of this Option. 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.
Except as provided herein, no Option may be exercised unless the Holder
at the time of exercise is an employee of the Company or any of its subsidiaries
and upon termination of the Holder's employment with the Company or any of its
subsidiaries for any reason, this Option shall terminate. If the employment of
the Holder is terminated by reason of death or disability, any outstanding
Option or unexercised portion thereof which was granted to the Holder may be
exercised by the Holder, or by the Holder's personal representative, executor,
administrator, heirs or devisees, as applicable, at any time within one year
from the date of termination by reason of death or disability. Notwithstanding
any of the foregoing, no Option shall be exercisable at any time after the
expiration of the Option in accordance with its terms and no portion of an
Option which is not exercisable at the termination of employment shall
thereafter become exercisable.
In the event that the outstanding shares of Stock of the Company are
hereafter increased or decreased or changed into or exchanged for a different
number or kind of shares or other
securities of the Company or of another corporation, or in the event that there
is a "corporate transaction" as that term is defined in the Regulations under
Section 424 of the Internal Revenue Code of 1986, as amended (the "Code"), by
reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, spin-off, combination of shares or dividend
payable in capital stock, this Option shall, to the extent that it has not been
exercised, entitle the Holder upon the subsequent exercise of this Option to
such number and kind of securities or other property, subject to the terms of
the Option, to which the Holder would be entitled had the Holder actually owned
the shares subject to the unexercised portion of this Option at the time of the
occurrence of such event, and the aggregate purchase price upon the subsequent
exercise of this Option shall be the same as if the Stock of the Company
originally optioned were being purchased as provided herein; provided, however,
that each such adjustment in the number and kind of shares subject to this
Option, including any adjustment in the Option price, shall be made in such
manner as not to constitute a "modification" as defined in Section 425 of the
Code. Any such adjustment made by the Board shall be conclusive.
Upon the occurrence of: (i) the dissolution or liquidation of the
Company, (ii) reorganization, merger or consolidation of the Company with one or
more corporations in which the Company is not the surviving corporation, (iii) a
sale of substantially all of the asses of the Company or (iv) the transfer of
more than 70 percent of the then-outstanding Stock of the Company (as defined in
the Plan) to another entity or person in a single transaction or series of
transactions, any outstanding Options granted under the Plan shall thereupon
become fully exercisable. A sale or transfer of stock among individuals or
entities who directly or indirectly own any stock of the Company shall not be
deemed to be a transfer of the Stock of the Company for the purpose of clause
(iv) of this paragraph.
The Company may postpone the issuance and delivery of shares upon any
exercise of this Option, if necessary, until admission of such shares to listing
on any stock exchange and completion of registration and qualification of such
shares under any applicable state or federal law, rule or regulation.
The Holder hereof shall make such representations and furnish such
information to the Company as may be appropriate to permit the Company to issue
such shares in compliance with the provisions of the Securities Act of 1933, as
amended (the "Securities Act), or any other applicable law, including state
securities laws. Without limiting the generality of the foregoing, if requested
by the Company, the Holder will represent, in form acceptable to the Company,
that the Holder is purchasing any shares issued pursuant hereto for investment
purposes and not with a view to resale or distribution. The Holder, by
acceptance of this Option, hereby consents to the placing of a restrictive
legend on any stock certificate for shares purchased hereunder, setting forth
the restrictions applicable to the further resale, transfer or other conveyance
thereof without registration under the Securities Act or other applicable law or
the availability of an exemption from registration thereunder and to the placing
of transfer restrictions on the records of the transfer agent for such shares.
In addition, the Holder will not thereafter resell, transfer or otherwise convey
any shares purchased hereunder without compliance with one of the following
three conditions: (1) an opinion of the Holder's counsel is received, in form
and substance satisfactory to counsel for the Company, that registration under
the Securities Act and applicable
state securities laws is not required; or (2) such shares have been registered
for sale under the Securities Act and any applicable state securities laws; or
(3) a "no-action" letter is received from the staff of the Securities and
Exchange Commission and from applicable state securities agencies, based on an
opinion of the Holder's counsel, in form and substance reasonably satisfactory
to counsel for the Company, advising that registration under the Securities Act
is not required.
This Option is issued pursuant to the provisions of the Company's 1996
Incentive Stock Option Plan, the receipt of a copy of which the Holder
acknowledges by virtue of the acceptance hereof, and is subject to all the terms
and conditions of the Plan.
A determination by the Board of any question which may arise with
respect to the interpretation and construction of the provisions of this Option
or of the Plan shall be final. The Board may authorize and establish such rules,
regulations and revisions thereof, not inconsistent with the provisions of the
Plan, as it may deem advisable.
WITNESS the seal of the Company and the signatures of its duly
authorized officers,
Dated: _____________, 1996
TIME RESOURCE MANAGEMENT, INC.
By: ______________________________
Title: ______________________________
ACCEPTED:
_________________________
Option Holder
