EXHIBIT 10.3
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:
GRANTEE:
OPTIONS:
OPTION PRICE:
2. PERFORMANCE VESTING.
[Options conditionally vest based on specific performance
metrics to be inserted for each award agreement]
3. TIME VESTING. Conditionally vested options shall become vested and
exercisable in three equal annual installments, beginning on the Conditional
Vesting Date. Accordingly, 1/3 of all conditionally vested options shall become
exercisable on the Conditional Vesting Date; 1/3 of all conditionally vested
options shall become exercisable on the first anniversary of the Conditional
Vesting Date; and 1/3 of all conditionally vested options shall become
exercisable on the second anniversary of the Conditional Vesting Date. Except as
otherwise provided in Section 4 below, options shall vest and become exercisable
pursuant to this Section 3 only if the Grantee is employed by the Company on the
date that the option becomes fully vested and exercisable (the "Vesting Date").
For example, if the Grantee had been granted 300,000 total options
pursuant to this Agreement, and all such options became conditionally vested on
December 31, 2008, 1/3 of the conditionally vested options (100,000 options)
would become vested and exercisable on December 31, 2008, 100,000 options would
become vested and exercisable on December 31, 2009, and 100,000 options would
become vested and exercisable on December 31, 2010, provided the Grantee remains
employed by the Company on each of the applicable Vesting Dates.
4. TERMINATION OF EMPLOYMENT; FORFEITURE. Except as otherwise provided
in this Section 4, Stock options awarded pursuant to this Agreement shall be
forfeited upon the date of the Grantee's termination of employment (the
"Termination Date"). Vesting pursuant to this Section 4 shall also be referred
to as a "Vesting Date."
(a) VOLUNTARY TERMINATION ON OR BEFORE DECEMBER 31, 2008. In
the event that the Grantee voluntarily terminates
employment during 2008 for any reason (including
termination by reason of death, Total and Permanent
Disability, or Retirement), a portion of the Stock
options awarded under this Agreement shall become
conditionally vested pursuant to Section 2, based on
[the performance goals met pursuant to Section 2] by the
Company as of the Termination Date. One-third of such
conditionally vested options shall be vested and
exercisable by the Grantee as of the Termination Date;
the remaining 2/3 of the conditionally vested options
shall be forfeited and shall not be exercisable by the
Grantee.
(b) INVOLUNTARY TERMINATION OR CHANGE IN CONTROL ON OR
BEFORE DECEMBER 31, 2008. In the event that the
Grantee's employment is terminated by the Company during
2008 other than for Cause, or in the event of a Change
in Control (as defined in the Plan) in 2008, a portion
of the Stock options awarded under this Agreement shall
become vested pursuant to Section 2 based on the
[performance goals met pursuant to Section 2] by the
Company as of the Termination Date or the date of the
Change in Control. The entire amount of such vested
options shall be immediately exercisable in accordance
with the provisions of the Plan and this Agreement, and
such options shall not be subject to the time vesting
provisions of Section 3. Any remaining options shall be
forfeited and shall not be exercisable by the Grantee.
(c) DEATH, TOTAL AND PERMANENT DISABILITY, OR RETIREMENT ON
OR AFTER JANUARY 1, 2009. In the event that the Grantee
terminates employment on or after January 1, 2009 by
reason of death, Total and Permanent Disability, or
Retirement, all conditionally vested options held by the
Grantee on the Termination Date shall immediately vest
and become exercisable in accordance with the provisions
of the Plan and this Agreement, and such options shall
no longer be subject to the time vesting provisions of
Section 3.
(d) INVOLUNTARY TERMINATION OR CHANGE IN CONTROL ON OR AFTER
JANUARY 1, 2009. In the event that, on or after January
1, 2009, the Grantee's employment is terminated by the
Company other than for Cause or a Change in Control
occurs, all conditionally vested options held by the
Grantee on the Termination Date or the date of such
Change in Control shall immediately vest and become
exercisable in accordance with the provisions of the
Plan and this Agreement, and such options shall no
longer be subject to the time vesting provisions of
Section 3.
5. EXERCISE PERIOD. After the Vesting Date of an option, the Grantee
may exercise the option 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 the Grantee's
termination of employment with the Company 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.
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6. MANNER OF EXERCISE. The 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 the Grantee.
7. NONTRANSFERABILITY. Stock options awarded pursuant to 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 and any levy of execution, attachment, or similar process on such Stock
options shall be null and void.
8. 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 Agreement, 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.
9. NO FRACTIONAL SHARES. No fractional shares shall be issued pursuant
to this Agreement. All fractional shares of 0.5 shares or more shall be rounded
up to a whole share; all fractional shares of less than 0.5 shall be
disregarded.
10. 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.
11. 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 Agreement, 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 an award of options pursuant to this Agreement may be
settled with Stock. The obligations of the Company under this Agreement 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.
12. 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 the Grantee'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."
13. 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.
14. 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 an award of options pursuant to this Agreement without the
Grantee's consent.
15. 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.
16. 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.
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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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