EXHIBIT 10.2
GLOBAL BEVERAGE SOLUTIONS, INC. 2008 STOCK PLAN
STOCK OPTION GRANT AGREEMENT
DATE OF GRANT:
1. GRANT OF STOCK OPTION. Subject to the terms and conditions herein
and the provisions of the Global Beverage Solutions, Inc. 2008 Stock Plan (the
"Plan") and this Stock Option Grant Agreement (the "Agreement"), Global Beverage
Solutions, Inc. (the "Company") on the above date has granted to the grantee
named below (the "Grantee") the number of options to purchase Stock of the
Company shown below (the "Grant"):
GRANTEE:
OPTIONS:
OPTION PRICE:
2. VESTING. The Stock options granted under this Agreement shall be
immediately vested and exercisable.
3. EXERCISE PERIOD. After a grant of options to purchase Stock has been
made, a Grantee may exercise all or part of such options until the first to
occur of:
(a) the tenth anniversary of the date of the grant of the options
under this Agreement;
(b) the first anniversary of the date of Xxxxxxx's termination of
employment with the Company and all subsidiaries on account of
death, Total and Permanent Disability, or Retirement;
(c) the first anniversary of the date of Xxxxxxx's involuntary
termination of employment without Cause;
(d) the 60th day following the Grantee's termination of employment
with the Company for any reason other than Death, Total and
Permanent Disability, Retirement or Involuntary Termination
Without Cause; or
(e) termination of employment for cause.
The Grantee will not be considered to have terminated employment
with the Company unless the Grantee's employment with all Affiliates of the
Company is also terminated.
4. MANNER OF EXERCISE. A Grantee may exercise an option on a Company
business day by delivering or mailing to the Secretary of the Company written
notice of the exercise in the form specified by the Board of Directors, along
with full payment of the exercise price pursuant to the terms of the Plan. The
exercise will be effective on the Company business day stated in the written
notice, provided that such date must be on or after the date such notice is
received by the Secretary. As soon as practicable after an option is exercised,
the Secretary shall cause the appropriate number of shares of Company stock to
be issued to Grantee.
5. NONTRANSFERABILITY. Stock options and Stock acquired pursuant to an
exercise of options granted under this Agreement shall not be assignable or
transferable, except by will or by the laws of descent and distribution. Any
distributee by will or by the laws of descent and distribution shall be bound by
the provisions of this Agreement. Any attempt to assign, pledge, transfer,
hypothecate, or otherwise dispose of such Stock options or Stock and any levy of
execution, attachment, or similar process on such Stock options or Stock shall
be null and void.
6. ADJUSTMENT. In the event of any merger, reorganization,
consolidation, recapitalization, share exchange, stock dividend, stock split,
reverse stock split, split-up, spin-off, issuance of rights or warrants or other
change in corporate structure affecting the Stock, the Board shall make
appropriate substitutions or adjustments in the number, kind and price of
options subject to this Grant, provided, however, that any such substitutions or
adjustments will be, to the extent deemed appropriate by the Board, consistent
with the treatment of shares of Stock not subject to the Plan.
7. NO RIGHT TO EMPLOYMENT. Nothing contained in this Agreement shall
confer upon any Grantee any right to the continuation of his employment, agency,
or other relationship with the Company or any Affiliate or interfere in any way
with the right of the Company or any Affiliate, subject to the terms of any
separate employment or other agreement to the contrary, at any time to terminate
such employment or agreement or to increase or decrease the compensation of the
individual from the rate in effect at the time of the grant of Stock options.
8. WITHHOLDING. No later than the date as of which an amount first
becomes includible in the gross income of the Grantee for Federal income tax
purposes with respect to this Grant, the Grantee will pay to the Company, or
make arrangements satisfactory to the Company regarding the payment of, any
Federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount. If permitted by the Committee, withholding
obligations arising from this Grant may be settled with Stock, including Stock
that is part of this Grant. The obligations of the Company under this Grant will
be conditional on such payment or arrangements, and the Company, its
subsidiaries and its affiliates will, to the extent permitted by law, have the
right to deduct any such taxes from any payment otherwise due to the Grantee.
9. ADMINISTRATION AND INTERPRETATION. In consideration of the grant,
the Grantee agrees that the Committee shall, subject to the delegation authority
described in this Section, have the exclusive power to interpret the Plan and
this Agreement and to adopt such rules for the administration, interpretation,
and application of the Plan and Agreement as are consistent therewith and to
interpret or revoke any such rules. All actions taken and all interpretations
and determinations made by the Committee shall be final, conclusive, and binding
upon the Grantee, the Company, and all other interested persons. No member of
the Committee shall be personally liable for any action, determination, or
interpretation made in good faith with respect to the Plan or this Agreement.
The Committee may delegate its interpretive authority to an officer or officers
of the Company in accordance with the Plan, and in such event the authority
described in this Section shall apply to such officer as if he were a member of,
and acting on behalf of, the Committee.
10. DEFINITIONS. For purposes of this Agreement:
(a) "Affiliate" means any entity that directly or indirectly
controls the Company, is under the control of the Company, or
is under common control with the Company, where control refers
to ownership of more than 50% of the vote or value of the
shares of the underlying entity;
(b) "Cause" means: (i) the Grantee has committed a willful,
serious act, such as embezzlement, against the Company
intending to unjustly enrich himself at the expense of the
Company or has been convicted of a felony involving moral
turpitude, or (ii) the Grantee, in providing services to the
Company, is determined by the Company to have engaged in
willful, gross neglect or misconduct resulting in material
harm to the Company.
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(c) "Retirement" means Xxxxxxx's termination of employment with
the Company at age 65 or older with at least five years of
service (with the Company or a subsidiary) or, with the
approval of the Company, at age 55 or older with at least five
years of such service.
(d) "Total and Permanent Disability" means a physical or mental
condition determined by the Committee to constitute a "Total
and Permanent Disability."
11. AMENDMENT. The Board may amend or terminate the Plan or this
Agreement at any time, provided that no Plan amendment will be made without
stockholder approval if such approval is required under applicable law. No
amendment or termination of the Plan or this Agreement may materially and
adversely affect this Grant without the Grantee's consent.
12. PLAN BINDING. The Grantee acknowledges receipt of the Plan and
acknowledges that the Plan provisions govern the terms of the Stock options to
the extent they are not inconsistent with this Agreement.
13. GOVERNING LAW. The provisions of the Plan and this Agreement shall
be governed by and interpreted in accordance with the laws of the United States
and the State of Florida, without giving effect to the choice of law principles
thereof.
IN WITNESS WHEREOF, Global Beverage Solutions, Inc. has caused this
Agreement to be executed by an appropriate officer and the Grantee has executed
this Agreement, both as of the date of grant shown above.
GLOBAL BEVERAGE SOLUTIONS, INC.
By:
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Dated:
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Grantee:
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Dated:
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