Exhibit 4.3
EDUCATIONAL VIDEO CONFERENCING, INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the 13th day of March, 1998, by
EDUCATIONAL VIDEO CONFERENCING, INC., a Delaware Corporation (the "Company"),
with Xxxxx X. Xxxxxxxx (the "Holder"):
The Company, desiring to afford an opportunity to the Holder to
purchase certain shares of the Company's Common Stock, $.0001 par value (the
"Common Stock"), to provide the Holder with an inducement to remain in the
service of the Company, to enable the Holder to participate in the future
success of the Company and to associate the interests of the Holder with those
of the Company, hereby grants to Holder, and Holder hereby accepts, an option
(the "Option") to purchase all or any part of 100,000 shares of Common Stock.
The Option shall vest and become exercisable (provided the Holder is then an
employee of the Company or a Related Entity, as defined below), as to the
numbers of shares indicated below, on a cumulative basis, on the dates and at
the exercise prices (the "Exercise Price") indicated:
Become Exercisable
No. of Shares (Cumulatively) Exercise Price
20,000 March 13, 2000 $10.00
20,000 March 13, 2002 $12.50
20,000 March 13, 2004 $15.00
20,000 March 13, 2006 $17.50
20,000 March 13, 2008 $20.00
1. a. This Agreement supersedes any and all other prior stock
option agreements between the parties with respect to the Option. The Option
shall continue in force through December 31, 2008 (the "Expiration Date"),
unless sooner terminated as provided herein.
b. This Option is designated as a stock option that does not
qualify as an incentive stock option pursuant to Section 422 of the Internal
Revenue Code of 1986, as amended.
2. a. If the Holder shall die and if the Option was otherwise
exercisable immediately prior to the occurrence of such event, then such Option
may be exercised as set forth herein by the person or persons to whom the
Holder's rights under the Option pass by will or by the laws of decent and
distribution, or if no such person has such right, by his executors or
administrators, at any time prior to the Expiration Date.
b. In the event of a change in control of the Company, of the
type that would be required to be described as a change in control of the
company in a proxy or information
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statement distributed by the Company pursuant to Section 14 of the Securities
Exchange Act of 1934, in response to Item 6(e) of Schedule 14A promulgated
thereunder (if such Act applied to the Company), the Option will immediately
become fully exercisable in accordance with the terms of the Agreement.
3. a. The Holder may exercise the Option with respect to any
whole number of shares less than the full number of shares subject to the
Option. The Holder may exercise the Option by giving the Company written notice
in the form annexed, as provided in paragraph 8 hereof, of such exercise. Such
notice shall specify the number of shares as to which the Option is being
exercised and shall be accompanied by payment in full by means of one or a
combination of the following: (i) in cash, of an amount equal to the Exercise
Price multiplied by the number of shares as to which the Option is being
exercised (the "Purchase Price"); (ii) if permitted by the Company's Board of
Directors (the "Board"), by surrender to the Company of a number of shares of
Common Stock, or by allowing the Company to deduct a number of shares from the
shares of Common Stock deliverable to the Holder upon exercise of the Option,
having a fair market value, as determined by the Board on the date of the
exercise (whose determination shall be final and conclusive), equal to the
Purchase Price; or (iii) if the Holder is an employee of the Company or a
Related Entity at the time of exercise, and if the Board permits, by interest
bearing promissory note in an amount not to exceed 90% of the Purchase Price,
such promissory note to be repaid in quarterly installments over a period not to
exceed five years (the remaining 10% of such Purchase Price to be paid either in
cash or by surrender or deduction of shares of Common Stock).
b. Prior to or concurrently with delivery by the Company to
the Holder of a certificate(s) representing such shares, the Holder shall, upon
notification of the amount due, pay promptly any amount necessary to satisfy
applicable federal, state or local tax requirements. In the event such amount is
not paid promptly, the Company shall have the right to apply from the purchase
price paid any taxes required by law to be withheld by the Company with respect
to such payment and the number of shares to be issued by the Company will be
reduced accordingly.
4. Notwithstanding any other provision of this Agreement, in the
event of a change in the outstanding Common Stock of the Company by reason of a
stock dividend, split-up, split-down, reverse split, recapitalization, merger,
consolidation, combination or exchange of shares, spin-off, reorganization,
liquidation or the like, then the aggregate number of shares subject to the
Option and the Exercise Price shall be appropriately adjusted by the Board as
the Board shall determine to be equitably required, its determination to be
final and conclusive.
5. This Option shall, during the Holder's lifetime, be
exercisable only by him, and neither this Option nor any right hereunder shall
be transferable by him, by operation of law or
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otherwise, except by will or the laws of descent and distribution. In the event
of any attempt by the Holder to transfer, assign, pledge, hypothecate or
otherwise dispose of this Option or of any right hereunder, except as provided
for herein, or in the event of the levy or any attachment, execution or similar
process upon the rights or interest hereby conferred, the Company may terminate
this Option by notice to the Holder and it shall thereupon become null and void.
6. Neither the Holder nor in the event of his death, any person
entitled to exercise his rights, shall have any of the rights of a stockholder
with respect to the shares subject to the Option until share certificates have
been issued and registered in the name of the Holder or his estate, as the case
may be.
7. Nothing in this Agreement shall confer upon the Holder any
right to continue in the employ or service of the Company or any entity that
directly or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Company (a "Related
Entity").
8. Any notice to the Company provided for in this Agreement shall
be addressed to the Company in care of its Chief Financial Officer, at its
principal executive offices and any notice to the Holder shall be addressed to
him at his address now on file with the Company, or to such other address as
either may last have designated to the other by notice as provided herein. Any
notice so addressed shall bc deemed to be given upon receipt, if delivered by
hand, receipt acknowledged, or on the second business day after mailing, by
registered or certified mail, at a post office or branch post office within the
United States.
9. In the event that any question or controversy shall arise with
respect to the nature, scope or extent of any one or more rights conferred by
this Option, the determination by the Board (as constituted at the time of such
determination) of the rights of the Holder shall be conclusive, final and
binding upon the Holder and upon any other person who shall assert any right
pursuant to this Option.
EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/ Xx. Xxxx X. Xxxxxxxx
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Name: Xx. Xxxx X Xxxxxxxx
Title: Chairman & CEO
ACCEPTED AND AGREED
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
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