STOCK OPTION AGREEMENT
INTERGAMES, INC.
This STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as
of the ____ day of _____, 1997, by and between INTERGAMES, INC., a Texas
corporation (herein called the "Company"), and ___________________ (herein
called the "Optionee").
W I T N E S S E T H :
WHEREAS, the Optionee [SERVES ON THE BOARD OF DIRECTORS OF THE COMPANY]
[PROVIDES CERTAIN CONSULTING SERVICES TO THE COMPANY]; and
WHEREAS, the Company has agreed to issue to the Optionee an option to
purchase shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), in consideration of the services provided by the Optionee to
the Company.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained and other good and valuable consideration, the parties hereto
agree as follows:
1. The Company hereby grants to the Optionee the right and option to
purchase, at the time and on the terms and conditions hereinafter set forth,
_____ shares of the presently authorized common stock, par value $0.01 per
share, of the Company (the "Common Stock") at the purchase price of FOUR DOLLARS
AND NO/100 ($4.00) per share.
2. This option shall continue for five (5) years from the date hereof,
except and to the extent that such term may be reduced as provided in Paragraph
9 hereof; provided, however, that if any termination date provided for herein
shall fall on a Saturday, Sunday or legal holiday, then such termination date
shall be deemed to be the first normal business day of the Company, at its
office specified in Paragraph 13 hereof, before such Saturday, Sunday or legal
holiday.
3. Except as otherwise provided herein, this option shall be exercisable
not later than five (5) years from the date hereof, and only to the extent of
shares that have vested in accordance with the following schedule:
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Portion of Shares That is Vested
Vesting Date On or After Such Vesting Date
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April 13, 1997 100%
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The Optionee's right to exercise the option granted hereunder accrues only in
accordance with the preceding sentence. This option shall be exercisable during
the lifetime of the
Optionee only by him. In no event may the Optionee or any person exercising
this option pursuant to Paragraph 5 hereof exercise this option (before or
after any adjustment or substitution pursuant to Paragraph 8 or 9 hereof) for
a fraction of a share.
4. The option granted hereby shall be exercisable upon and subject to the
following terms and conditions:
(a) The option granted hereby may be exercised by delivering to the
Secretary of the Company from time to time within the time period specified
in Paragraph 3 hereof a written notice specifying the number of vested
shares the Optionee then desires to purchase.
(b) Upon receipt of the Optionee's written notice of exercise and
full compliance with all other obligations under this Agreement, the
Company shall allow the Optionee to consummate the purchase of the number
of shares indicated in the notice of exercise in accordance with the terms
of this Agreement.
(c) The Optionee shall have delivered to the Secretary of the Company
a cashier's check payable in United States currency (unless a personal
check shall be acceptable to such offer) to the order of the Company for an
amount equal to the option price for such number of shares. The check
shall be accompanied by such other instruments or agreements duly signed by
the Optionee as in the opinion of counsel for the Company may be necessary
or advisable in order that the issuance of such number of shares comply
with applicable rules and regulations under the Securities Act of 1933, as
amended (the "Act"), any appropriate state securities laws or any
requirement of any national securities exchange on which such stock may be
traded. As soon as practicable after any such exercise of the option in
whole or in part by the Optionee, the Company will deliver to the Optionee
a certificate for the number of shares with respect to which the option
shall have been so exercised, issued in the Optionee's name. Such stock
certificate shall carry such appropriate legend, and such written
instructions shall be given to the Company's transfer agent, as may be
deemed necessary or advisable by counsel to the Company to satisfy the
requirements of the Act or any state securities laws.
5. If the Optionee dies prior to _________, any unexercised portion of
this option may be exercised for the full number of shares, or any portion
thereof, except as to the issuance of fractional shares, at any time WITHIN
TWELVE (12) MONTHS from the date of death of the Optionee or within the
unexpired term of this option, whichever is shorter, by the person or persons to
whom the Optionee's rights under this option shall pass by the Optionee's will
or by the laws of descent and distribution, whichever is applicable.
6. Shares to be issued on the exercise of this option may, at the
election of the Company, be either authorized and unissued shares, or shares
previously issued and reacquired by the Company.
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7. The Company shall not be required to issue or deliver any certificates
for shares purchased upon the exercise of this option prior to: (i) the
obtaining of any approval from any governmental agency which the Company shall,
in its sole discretion, determine to be necessary or advisable; (ii) the
completion of any registration or other qualification of such shares under any
state or federal law or ruling or regulation of any governmental body which the
Company shall, in its sole discretion, determine to be necessary or advisable;
and (iii) the determination by the Company that the Optionee has tendered to the
Company the full purchase price plus any federal, state or local tax owed by the
Optionee as a result of exercising this option when the Company has a legal
liability to satisfy such tax. In addition, if shares reserved for issuance
upon the exercise of this option shall not then be registered under the Act, the
Company may, upon the Optionee's exercise of this option, require the Optionee
or his permitted transferee to represent in writing that the shares being
acquired are for investment and not with a view to distribution, and may xxxx
the certificate for the shares with a legend restricting transfer and may issue
stop transfer orders relating to such certificate to the Company's transfer
agent.
8. If, prior to the delivery of all the shares in respect to which this
option is granted, there shall be any subdivision or consolidation of
outstanding shares of Common Stock or declaration of a dividend payable in
shares of Common Stock or capital reorganization or reclassification or other
transaction involving an increase or reduction in the number of outstanding
shares of Common Stock, the exercise or other price in respect of such option
and the appropriate price determination for such option shall be automatically
adjusted.
9. If, prior to the delivery of all the shares in respect to which this
option is granted, there shall be a consolidation or merger of the Company with
another corporation or entity or the adoption by the Company of a plan of
exchange affecting the Common Stock or any distribution to holders of Common
Stock of securities or property (other than normal cash dividends or dividends
payable in Common Stock), the Company shall make such adjustments or other
provisions as it may deem equitable, including adjustments to avoid fractional
shares, to give proper effect to such event. If the Company is merged into or
consolidated with another corporation under circumstances where the Company is
not the surviving corporation or where the Company will be a wholly owned
subsidiary of another corporation, or if the Company sells or otherwise disposes
of all or substantially all of its property or assets while the option remains
outstanding, (i) subject to the provisions of clause (ii) below, after the
effective date of such merger, consolidation, or sale, as the case may be, the
Optionee shall be entitled, upon exercise of the option, to receive, in lieu of
shares of Common Stock, the number and class of shares of such stock, other
securities, cash and other property or rights as the holders of shares of Common
Stock received pursuant to the terms of the merger, consolidation, or sale and
to which he would have been entitled if, immediately prior to such merger,
consolidation, or sale, he had been the holder of record of a number of shares
of Common Stock equal to the number of shares as to which the option shall be so
exercised; and (ii) the option may be cancelled by the Board of Directors of the
Company as of the effective date of any such merger, consolidation or sale,
provided that (x) such merger, consolidation or
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sale results in a change of control of the Company rather than a mere change
of form or domicile of the Company, (y) written notice of such cancellation is
given to the Optionee not later than 30 days prior to such effective date, and
(z) the Optionee shall have the right to exercise the option in full during
the said 30-day period preceding the effective date of such merger,
consolidation or sale.
10. Neither the Optionee nor his legal representative shall be or have any
of the rights or privileges of a shareholder of the Company in respect to any of
the shares issuable upon the exercise of this option unless and until
certificates representing such shares shall have been issued and delivered to
the Optionee.
11. Except as otherwise herein provided, this option and the rights and
privileges conferred hereby may not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of this option or any
right or privilege conferred hereby, contrary to the provisions hereof, this
option and the rights and privileges conferred hereby shall immediately become
null and void.
12. The Company shall have authority to make reasonable constructions of
this option and to correct any defect or supply any omission or reconcile any
inconsistency in this option, and to prescribe reasonable rules and regulations
relating to the administration of this option and other similar options granted
by the Company.
13. Any notice relating to this Agreement shall be in writing and
delivered in person or by registered mail to the Company at the Company's main
office, 0000 Xxxxxxxx Xxxxx, Xxxxxx, XX 00000, or to such other address as may
be hereafter specified by the Company, to the attention of its Secretary. All
notices to the Optionee or other person or persons then entitled to exercise the
option shall be delivered to the Optionee or such other person or persons at the
Optionee's address specified below.
14. Any payment or any issuance or transfer of shares of the Common Stock
to the Optionee or his legal representative, heir, legatee or distributee, in
accordance with the provisions hereof, shall, to the extent thereof, be in full
satisfaction of all claims of such persons hereunder. The Company may require
the Optionee, legal representative, heir, legatee or distributee, as a condition
precedent to such payment, to execute a release and receipt therefor in such
form as it shall determine.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
its name by its Chief Executive Officer and its corporate seal to be hereunto
affixed and attested by its Secretary on the date and year first above written,
and the Optionee has hereunto set his hand on the day and year specified above.
INTERGAMES, INC.
ATTEST:
By:
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Xxxxxxx X. Xxxxxx, Secretary Xxxxxxxx X. Xxxxxxxxx
Chief Executive Officer
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[Optionee]
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Xxxxxx Xxxxxxx (Xx X.X. Xxx xxxxxx)
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Xxxx, Xxxxx and Zip Code
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