Exhibit 10.2
WEB STREET FINANCIAL GROUP, INC.
STOCK OPTION AGREEMENT
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THIS STOCK OPTION AGREEMENT is entered into and made effective as of
September 1, 1998 (referred to herein as the "Date of Grant") by and between WEB
STREET FINANCIAL GROUP, INC., a Delaware corporation (the "Company"), and
___________________________ ("Employee"), and is subject to the following
covenants, terms and conditions:
RECITALS
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WHEREAS, the Company has adopted a certain Stock Option Plan ("Plan"),
under which the Board of Directors ("Board") or a committee of the Board (or
other administrator) is authorized to grant employees (among others) options to
purchase the common stock of the Company; and
WHEREAS, the Options granted hereby are intended to qualify as Incentive
Stock Options under the Internal Revenue Code of 1986, as amended; and
WHEREAS, it is the intent of the Company that the terms and provisions of
this Agreement at all times remain subject to the terms of the Plan, and it is
further understood that all capitalized terms used in this Agreement hall have
the meaning ascribed to them in the Plan unless otherwise specifically set forth
herein;
IT IS THEREFORE AGREED AS FOLLOWS:
1) Grant of Incentive Stock Option/Purchase Price. To enable the
Employee to acquire a proprietary interest in the Company, the Company hereby
grants to the Employee Incentive Stock Options to purchase (the "Options")
_________________________________________shares of the Company's Common Stock
(having par value $.01) ("the Shares") under the Plan, in the amounts and at the
times ("Vesting Date") as follows, and otherwise on the terms set forth in the
Plan and below:
Number of Shares Vesting Date Exercise Price
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2) Closing/Payment. The closing of a purchase and sale of Shares
pursuant to exercise of the Option shall be held at the principal offices of the
Company on the date specified in Optionee's notice of intent to exercise, which
date shall be no fewer than 10 days or more than 30 days following the date of
delivery of the notice. The Exercise Price, plus all Federal and State
withholding or other employment taxes that may be applicable to the taxable
income, if any, of the Optionee resulting from such exercise, shall be paid at
the closing by bank certified or cashier's check.
3) Exercise Period/Conditions to Exercise/Successors.
(a) Each Option shall be exercisable for a period beginning on the
Vesting Date and ending on the day which is Ten (10) years following the
Date of Grant (such date is referred to as the "Expiration Date"). In the
event the Optionee shall die, the portion of the Options (but only that
portion) which is then exercisable (i.e., vested) may be exercised
(referred to as "post-termination exercise") by the personal representative
of the Optionee's estate on or before the earlier to occur of (i) the
Expiration Date; and (ii) one year following the date of Optionee's death.
(b) The Options granted hereby are not transferable other than by
will or the laws of descent and distribution, and may be exercised during
life only by Optionee personally, and after Optionee's death, only to the
extent and in the manner provided in this Paragraph 3. Any transfer or
attempted transfer of an Option by Optionee (voluntarily or by operation of
law) other than as expressly allowed hereunder shall be null and void.
(c) Notwithstanding any other provision contained herein, all
Options not then vested shall immediately terminate upon termination of the
Employee's employment by the Employer (whether or not for cause or by
resignation).
4) Securities Law Compliance. Whenever the Company may otherwise be
obliged to issue Shares pursuant to this Agreement, it shall not be required to
do so unless and until it shall have been furnished evidence satisfactory to it
and its counsel that such sale or issuance and delivery will be in compliance
with the Securities Act of 1933 (the "1933 Act") and any other applicable laws
or regulations, including the rules of any self-regulatory organization; and, if
the Shares are then listed on a stock exchange, in compliance with all of the
requirements of the stock exchange upon which the shares of the Company are then
listed.
5) Conditions of Exercise/Issuance.
a) The Options may be exercised only by a signed written notice
delivered to the Company at its principal offices by the date specified.
b) If the Board of Directors of the Company shall determine, upon
the advice of counsel, that (i) the prior listing of the Shares upon any
securities exchange; (ii) the prior registration or qualification of the
Shares under any State or Federal law; (iii) the consent or approval of any
governmental regulatory body; or (iv) compliance with any applicable laws
or regulations, including the rules of any self-regulatory organization, is
necessary or desirable as a condition to or in connection with the issuance
of Shares hereunder, the Options may not be exercised unless and until such
listing, registration, qualification, consent, approval, or compliance
shall have been effected or obtained.
c) All certificates evidencing Shares issued pursuant hereto (and all
certificates for Shares attributable to or derived from the Shares so
acquired which, in the opinion of
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counsel for the Company, are subject to like legal requirements) shall have
endorsed thereon before issuance such legends as the Company's counsel may
deem necessary or advisable. The Company and any transfer agents shall not
be required to transfer any such Shares unless and until the Company or its
transfer agents shall have received an opinion from counsel satisfactory to
them that any such transfer will not be in violation of the 1933 Act or any
other applicable law or regulation, and Optionee agrees not to sell,
assign, pledge, or otherwise dispose of any legended Shares (or attempt to
do any of the same) without the Company first receiving such an opinion.
6) Adjustment of Option Shares/Exercise Price. If, at any time after the
date hereof, the number of issued and outstanding shares of the Common Stock of
the Company shall be increased or reduced as the result of a change in par
value, split-up, reclassification, distribution of a stock dividend or the like,
the number of shares then subject to the Options and/or the Exercise Price shall
be appropriately adjusted so as to prevent any dilution or enlargement of
Optionee's rights hereunder. Similarly, if the Company participates in a
reorganization, consolidation or merger (whether by statutory means, acquisition
of property or stock, reorganization, split-up or otherwise), there shall be
substituted for the shares of the Company available under the Options such
number and kind of shares as would have been issuable in such transaction to a
stockholder of the Company owning shares of the Company of the kind and number
under Option, and the purchase price (i.e., Exercise Price) for such substituted
shares shall be appropriately adjusted by the Company so as to prevent any
dilution or enlargement of Optionee's rights hereunder.
7) Authorized Stock. The Company has reserved, and agrees that it will
at all times while the Options are in force keep, sufficient shares of its
Common Stock authorized for issuance to fulfill the Options.
8) No Implied Rights. Prior to the issuance of stock pursuant hereto,
Optionee shall not be entitled to voting rights with respect to such Shares,
dividends or other rights of a shareholder with respect to such Shares, nor
shall this Agreement imply an obligation of the Company to retain Employee in
its employ.
9) Investment Representations. Optionee hereby represents and warrants
to, and agrees with, the Company that any Shares that may be acquired by him or
her hereunder will be acquired for his or her own account for investment
purposes only, and not for distribution or resale within the meaning of the
Securities Act of 1933. Optionee agrees to reaffirm such representation,
warranty and covenant in writing before each issuance of Shares made upon
exercise of the Options, each or any of them.
10) Optionee Acceptance. Optionee hereby accepts the Options and agrees
to perform all of the covenants and obligations upon him or her contained herein
and in the Company's Stock Option Plan ("Plan") and related documents, and
Optionee hereby takes the Options and any Shares acquired thereby subject to all
of the restrictions and conditions contained herein and in the Plan.
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11) Shares Not "Compensation" for Other Purposes. Neither the Options,
the value of Shares issued upon exercise of the Options, any excess of market
value over the purchase price at the time of exercise, nor any other rights,
profits, values or interests resulting from the granting or exercise of the
Options shall be considered "compensation" for the purposes of computing the
Employee's rights under any present or future profit-sharing trust, pension
plan, incentive compensation plan, or any other employee or welfare benefit plan
of the Company under which plan benefits are based upon compensation.
12) Notices. Any notice or other communication required or permitted to
be made or given hereunder shall be sufficiently made or given if personally
delivered, or sent by certified mail or by electronic documentary means,
addressed to the Optionee at the address set forth in the books and records of
the Company, and if to the Company, addressed to it at its principal offices.
13) Successors and Assigns. This Agreement shall bind the parties and
their respective heirs, executors, administrators, legal representatives,
successors in interest and permitted assigns.
14) Governing Law. It is the intention of the parties that the laws of
Illinois shall govern the validity of this Agreement, the construction of its
terms and interpretation of the rights and duties of the parties.
15) Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof, and supersedes
all other agreements or understandings on such subject matter between the
parties. This Agreement may not be amended except by written instrument signed
by all parties.
IN WITNESS WHEREOF, the parties have signed this Agreement at Deerfield,
Illinois in multiple counterparts, each of which shall be deemed an original,
and all of which taken together shall be deemed one and the same instrument, on
the day and year first above written.
WEB STREET FINANCIAL GROUP, INC.
By:_____________________________
Its:__________________________
OPTIONEE:
________________________________
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