Ex-10.8(f)
[For Employees - 20% vesting per year]
Revised April 26, 1999
XXXXXXXX.XXX, INC.
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is between Xxxxxxxx.xxx, Inc., a Florida corporation
(the "Company"), and the person whose signature is set forth on the signature
page hereof ("Participant").
RECITALS
WHEREAS, the Company has adopted the Xxxxxxxx.xxx, Inc. Stock Option
Plan, as amended (the "Plan"), which provides for the grant of incentive stock
options to Employees;
WHEREAS, Participant is an Employee and is in a position to contribute
materially to the continued growth and development and the future financial
success of the Company;
WHEREAS, the Company wishes to grant to Participant an incentive stock
option to purchase common stock of the Company on the terms and conditions
specified herein to provide a means for the Participant to participate in the
future growth of the Company and to increase the Participant's incentive and
personal interest in the continued success and growth of the Company; and
NOW, THEREFORE, the parties agree as follows (any capitalized terms
used herein but not defined herein shall have the respective meanings given in
the Plan):
1. Option.
(a) Grant. Subject to the terms and conditions of this Agreement and
the Plan, the Company hereby grants to Participant an Incentive Stock Option to
purchase all or any part of the Shares set forth on the signature page hereof,
at the exercise price set forth on the signature page hereof. The Option is
intended to be an "incentive stock option" as defined in Section 422 of the
Code.
(b) Term. The term of the Option shall expire at 11:59 p.m. on the
date which is 10 years following the date of grant of the Option.
(c) Vesting. The Option shall vest as set forth in the following
table:
Years from Date of Cumulative Number of Shares
First Service as to which Option is Vested
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After one year 20%
After two years 40%
After three years 60%
After four years 80%
After five years 100%
2. Exercise. The Option may not be exercised prior to the date it is
vested or after the expiration date. Participant may, subject to the limitations
of this Agreement and the Plan, exercise all or any portion of the Option that
has vested pursuant to Section 1 hereof by providing written notice of exercise
to the Company specifying the number of Shares with respect to which the Option
is being exercised and accompanied by payment of the exercise price for such
Shares. The exercise price shall be paid in cash, by certified check or
cashier's check payable to the Company, or by the surrender of a whole number of
Shares (free of all adverse claims and duly endorsed in blank by Participant or
accompanied by stock powers duly endorsed in blank) having a Fair Market Value
on the date of exercise equal to the exercise price. Upon full payment of the
exercise price, the Company shall promptly deliver to the Participant a
certificate or certificates for the number of Shares in respect of which the
Option has been exercised, legended as described herein and as required by
applicable law. If any part of this Option is not permitted to be an Incentive
Stock Option under the Code, then with respect to such non-qualified portions of
the Option, the exercise price also may be paid by the surrender of the
unexercised, vested portion of the Option as to which the Spread (as hereinafter
defined) is equal to the exercise price. "Spread" means the Fair Market Value on
the date of exercise of the underlying Shares less the exercise price. No
portion of the Option may be exercised after it has expired pursuant to Section
1 hereof.
3. Termination of Employment.
(a) If the employment of Participant terminates by reason of
disability, Participant (or his or her legal representative) may exercise any
portion of the Option which has vested pursuant to Section 1 hereof for a period
of one year after the date of such termination of employment and not thereafter;
provided, however, that no Option or portion thereof shall be exercisable after
it has expired pursuant to Section 1 hereof. For purposes of this Agreement, the
term "disability" shall mean a total and permanent disability as determined by
the Board of Directors in its sole discretion.
(b) If the employment of Participant terminates by reason of death,
any unvested portion of the Option shall vest in full upon Participant's death,
and Participant's Beneficiary (as hereinafter defined) may exercise the Option
for a period of one year after the date of death and not thereafter; provided,
however, that no Option or portion thereof shall be exercisable after it has
expired pursuant to Section 1 hereof.
(c) If the employment of Participant is terminated by the Company
without Cause (as hereinafter defined) or is terminated by Participant for any
reason other than death or disability, Participant (or his or her legal
representative) may exercise any portion of the Option which has vested pursuant
to Section 1 hereof for a period of three months after the date of such
termination of employment and not thereafter; provided, however, that no Option
or portion thereof shall be exercisable after it has expired pursuant to Section
1 hereof.
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(d) If the employment of the Participant terminates for Cause, the
entire Option (whether vested or non-vested) shall immediately be forfeited and
become null and void. For purposes hereof, "Cause" shall mean material
nonfeasance, material malfeasance or material misfeasance on the part of the
Participant which, if susceptible of cure, shall continue after notice of the
default and a reasonable opportunity to cure.
4. Withholding. If any part of this Option is not permitted to be an
Incentive Stock Option under the Code, then the Participant agrees to pay to the
Company such amount as is requested by the Company for the purpose of satisfying
the Company's obligation to withhold federal, state or local taxes in connection
with any exercise of any non-qualified portion of this Option. The Participant
may elect to satisfy such withholding obligation, in whole or in part, (a) by
causing the Company to withhold Shares otherwise issuable pursuant to the
exercise of the Option or (b) by delivering to the Company Shares already owned
by the Participant. The Shares so delivered or withheld shall be a whole number,
have a Fair Market Value equal to such withholding obligation as of the date
that the amount of tax to be withheld is to be determined, shall be free of all
adverse claims, and shall be duly endorsed in blank by Participant or
accompanied by stock powers duly endorsed in blank.
5. Nonalienation. Participant shall have no rights to sell, assign,
transfer, pledge, assign or otherwise alienate the Option under this Agreement,
except by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code or Title I of ERISA,
or the rules thereunder, and any such attempted sale, assignment, transfer,
pledge or other conveyance shall be null and void. The Option shall be
exercisable during the Participant's lifetime only by the Participant (or his or
her legal representative).
6. Beneficiary. The person whose name appears on the signature page
hereof after the caption "Beneficiary" or any successor designated by
Participant in accordance herewith (the person who is Participant's Beneficiary
at the time of his or her death is referred to as the "Beneficiary") shall be
entitled to exercise the Option, to the extent it is exercisable, after the
death of Participant. Participant may from time to time revoke or change his or
her Beneficiary designation without the consent of any prior Beneficiary by
filing a new designation with the Board of Directors. The last such designation
received by the Board of Directors shall be controlling; provided, however, that
no designation, or change or revocation thereof, shall be effective unless
received by the Board of Directors prior to Participant's death, and in no event
shall any designation be effective as of a date prior to such receipt. If no
Beneficiary designation is in effect at the time of Participant's death, or if
no designated Beneficiary survives Participant or if such designation conflicts
with law, Participant's estate shall be entitled to exercise the Option, to the
extent it is exercisable after the death of Optionee. If the Board of Directors
is in doubt as to the right of any person to exercise the Option, the Company
may refuse to recognize such exercise, without liability for any interest or
dividends on the underlying Shares, until the Board of Directors determines the
person entitled to exercise the Option, or the Company may file an interpleader
action with any court of appropriate jurisdiction and such application shall be
a complete discharge of the liability of the Company therefor.
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7. Securities Law Restrictions. The Participant acknowledges that he is
acquiring the Option and the Shares purchasable pursuant to the Option for
investment purposes only and not with a view to resale or other distribution
thereof to the public in violation of the Securities Act of 1933, as amended
(the "Act"). Participant agrees and acknowledges with respect to any Shares that
have not been registered under the Act, that (i) Participant will not sell or
otherwise dispose of such Shares except pursuant to an effective registration
statement under the Act and any applicable state securities laws, or in a
transaction which in the opinion of counsel for the Company, is exempt from such
registration, and (ii) a legend will be placed on the certificates for the
Shares to such effect.
8. Limited Interest.
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(a) The grant of the Option shall not be construed as giving
Participant any interest other than as provided in this Agreement.
(b) Participant shall have no rights as a shareholder as a result of
the grant of the Option, until the Option is exercised, the exercise price is
paid, and the Shares issued thereunder.
(c) The grant of the Option shall not confer on Participant any
right to continue as an employee, nor interfere in any way with the right of the
Company to terminate the Participant's employment at any time.
(d) The grant of the Option shall not affect in any way the right or
power of the Company to make or authorize any or all adjustments,
recapitalizations, reorganizations, or other changes in the Company's capital
structure or its business, or any merger, consolidation or business combination
of the Company, or any issuance or modification of any term, condition, or
covenant of any bond, debenture, debt, preferred stock or other instrument ahead
of or affecting the Shares or the rights of the holders thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business or any other Company act or proceeding, whether
of a similar character or otherwise.
9. Incorporation by Reference. The terms of the Plan to the extent not
stated herein are expressly incorporated herein by reference and in the event of
any conflict between this Agreement and the Plan, the Plan shall govern.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
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11. Amendment. This Agreement may not be amended, modified, terminated
or otherwise altered except by the written consent of the parties hereto.
12. Counterparts. This Incentive Stock Option Agreement may be executed
in one or more counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer and its corporate seal hereunto affixed,
and the Optionee has hereunto affixed his or her hand, all on the day and year
set forth below.
XXXXXXXX.XXX, INC.
By:___________________________________
Its:__________________________________
("Company")
______________________________________
Name:_________________________________
("Participant")
No. of Shares: __________ Grant Date: ___________
Exercise Price Per Share: $________ Initial Exercise Date: _______, _____
Date of Agreement: ____________ Option Expiration Date: ___________
Beneficiary:_______________________ Address of Beneficiary:
________________________________________
Beneficiary Tax Identification No.:
____________________________________ ________________________________________
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