WORLD SURVEILLANCE GROUP INC.
Incentive Stock Option Agreement
World Surveillance
Group Inc. (the “Company”) hereby grants the following stock option pursuant to its 2013 Equity Compensation
Incentive Plan. The terms and conditions attached hereto are also a part hereof.
Name of optionee (the “Optionee”): |
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Date of this option grant: |
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Number of shares of the Company’s Common Stock subject to this option (“Shares”): |
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Option exercise price per share: |
$ |
Number, if any, of Shares that vest immediately on the grant date: |
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Shares that are subject to vesting schedule: |
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Vesting Start Date: |
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Vesting Schedule:
___________ from Vesting Start Date: |
___________ shares |
First Day of Each Successive 3 Month Period: |
an additional _______ shares |
______ years from Vesting Start Date: |
all remaining Shares |
All vesting is dependent on the continuation of a Business Relationship with the Company, as provided herein. |
Payment alternatives (specify any or all of Section 8(a)(i) though (iii)): |
Section 8(a)(i) through (iii)
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This option satisfies
in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity
securities.
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____________________________________ |
World Surveillance Group Inc. |
Signature of Optionee |
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____________________________________ |
By:____________________________ |
Street Address |
Name of Officer: |
____________________________________ |
Title: |
City/State/Zip Code |
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WORLD SURVEILLANCE GROUP INC.
INCENTIVE STOCK OPTION AGREEMENT --
INCORPORATED TERMS AND CONDITIONS
1. Grant Under Plan. This
option is granted pursuant to and is governed by the Company’s 2013 Equity Compensation Incentive Plan (the “Plan”)
and, unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan.
2. Grant as Incentive
Stock Option. This option is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder (the “Code”).
3. Vesting of
Option.
(a) Vesting
if Business Relationship Continues. The Optionee may exercise this option on or after the date of this option grant for the
number of shares of Common Stock, if any, that are then vested in accordance with the vesting schedule set forth on the cover page
hereof. Notwithstanding the foregoing, the Board may, in its discretion, accelerate the date that any installment of this option
becomes exercisable. The foregoing rights are cumulative and may be exercised only before the date that is seven (7) years from
the date of this option grant.
(b) Accelerated
Vesting Due to Acquisition. In the event an Acquisition occurs while the Optionee maintains a Business Relationship with the
Company and this option has not fully vested, this option shall become exercisable for [accelerated vesting percentage, if any]
of the number of Shares subject to this option, such vesting to occur immediately prior to the closing of the Acquisition, with
vesting to continue after the closing as to the remainder of the Shares subject to vesting, if any, at the same rate and on the
same vesting dates as in effect prior to the closing, provided that the Optionee continuously maintains a Business Relationship
with the Company or its successor through the applicable vesting dates.
(c) Definitions.
The following definitions shall apply:
“Acquisition”
means each of the consolidation with or the acquisition by another entity of the Company in a merger or other reorganization in
which the holders of the outstanding voting stock of the Company immediately preceding the consummation of such event shall, immediately
following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity or its
ultimate parent, or in the event of a sale or all or substantially all of the Company’s assets.
“Business
Relationship” means service to the Company or its successor in the capacity of an employee, officer, director, consultant
or advisor.
“Cause”
means in the good faith determination of the Company, Optionee has (i) committed gross negligence, dishonesty or willful malfeasance
in the performance of the Optionee’s work or duties; (ii) committed a breach of fiduciary duty or a breach of any non-competition,
non-solicitation or confidentially obligations to the Company; (iii) failed on a substantial and continuing basis, after written
notice of such failure, to render services to the Company in accordance with the terms or requirements of Optionee’s Business
Relationship; (iv) been convicted of, or pleaded “guilty” or “no contest” to, any misdemeanor relating
to the affairs of the Company or any felony; (v) disregarded the material rules or material policies of the Company which has not
been cured within 15 days after written notice thereof from the Company; or (vi) engaged in intentional acts that have generated
material adverse publicity toward or about the Company.
4. Termination
of Business Relationship.
(a) Termination.
Except as otherwise provided in Section 4(c) or Section 5 below, if the Optionee’s Business Relationship with the Company
ceases, voluntarily or involuntarily, with or without Cause, no further installments of this option shall become exercisable, and
this option shall expire (may no longer be exercised) after the passage of 90 days from the date of termination, but in no event
later than the scheduled expiration date. In such a case, Optionee’s only rights hereunder shall be those that are properly
exercised before the termination of this option. Any determination under this Option Agreement as to the status of a Business Relationship
or other matters referred to above shall be made in good faith by the Board of Directors of the Company or the Committee of the
Board then administering the Plan (the “Board”). The Optionee acknowledges that, except as provided in Section
5, this option will not be eligible for “incentive stock option” tax treatment under the Code if it is exercised more
than 90 days following Optionee’s termination of employment from the Company.
(b) Employment
Status. For purposes hereof, with respect to employees of the Company, employment shall not be considered as having terminated
during any leave of absence if such leave of absence has been approved in writing by the Company and if such written approval
contractually obligates the Company to continue the employment of the Optionee after the approved period of absence; in the event
of such an approved leave of absence, vesting of this option shall be suspended (and the period of the leave of absence shall be
added to all vesting dates) unless otherwise provided in the Company’s written approval of the leave of absence. For purposes
hereof, a termination of employment followed by another Business Relationship (for example, post-employment consulting service)
shall be deemed a termination of the Business Relationship with all vesting to cease unless the Company enters into a written agreement
related to such other Business Relationship in which it is specifically stated that there is no termination of the Business Relationship
under this Option Agreement. This option shall not be affected by any change of employment within or among the Company and its
Subsidiaries so long as the Optionee continuously remains an employee of the Company or any Subsidiary.
(c) Termination
for Cause. Notwithstanding anything to the contrary herein, if the Business Relationship of the Optionee is terminated for
Cause (as defined above), this option may no longer be exercised from and after the Optionee’s receipt of written notice
of such termination.
5. Death; Disability.
(a) Death.
Upon the death of the Optionee while the Optionee is maintaining a Business Relationship with the Company, this option may be exercised,
to the extent otherwise exercisable on the date of the Optionee’s death, by the Optionee’s estate, personal representative
or beneficiary to whom this option has been transferred pursuant to Section 10, only at any time within 180 days after
the date of death, but not later than the scheduled expiration date.
(b) Disability.
If the Optionee ceases to maintain a Business Relationship with the Company by reason of his or her disability, this option may
be exercised, to the extent otherwise exercisable on the date of cessation of the Business Relationship, only at any time within
180 days after such cessation of the Business Relationship, but not later than the scheduled expiration date. For purposes
hereof, “disability” means “permanent and total disability” as defined in Section 22(e)(3)
of the Code
6. Exercise.
This option may be exercised in part at any time and from time to time within the above limits, except that this option may not
be exercised for a fraction of a share. This option shall be exercised by completing and submitting to the Company the Stock Option
Exercise Notice attached to this Option Agreement.
7. Payment of Exercise Price.
(a) Payment
Options. The exercise price and any required withholding taxes may be paid by one or any combination of the following forms
of payment that are applicable to this option, as indicated on the cover page hereof:
| (i) | by cash or a certified or bank check payable to the order of the Company; or |
| (ii) | if the Common Stock is then publicly traded, delivery of an irrevocable and unconditional undertaking,
satisfactory in form and substance to the Company, by a creditworthy broker to deliver promptly to the Company sufficient funds
to pay the exercise price and any required tax withholding; or delivery by the Optionee to the Company of a copy of irrevocable
and unconditional instructions, satisfactory in form and substance to the Company, to a creditworthy broker to deliver promptly
to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; or |
| (iii) | subject to Section 7(b) below, by delivery of shares of Common Stock of the Company having
a Fair Market Value equal as of the date of exercise to the exercise price and any required tax withholding. |
In the case
of (iii) above, “Fair Market Value” as of the date of exercise shall be determined as of the last business day
for which such prices or quotes are available prior to the date of exercise and shall mean (i) the closing price (on that
date) of the Common Stock on the principal national securities exchange on which the Common Stock is traded, if the Common Stock
is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Common Stock
on the NASDAQ Global Select Market, the NSADAQ Global Market or the NASDAQ Capital Market (collectively “Nasdaq”),
if the Common Stock is not then traded on a national securities exchange; or (iii) the average of the closing bid and asked prices
last quoted (on that date) by an established quotation service for over-the-counter securities, if the Common Stock is not then
traded on a national securities exchange or reported on Nasdaq.
(b) Limitations
on Payment by Delivery of Common Stock. If Section 7(a)(iii) is applicable, and if the Optionee delivers Common Stock held
by the Optionee (“Old Stock”) to the Company in full or partial payment of the exercise price and required tax
withholding and the Old Stock so delivered is subject to restrictions or limitations imposed by agreement between the Optionee
and the Company, a number of Shares shall be subject to all restrictions and limitations applicable to the Old Stock to the extent
that the Optionee paid for the Shares by delivery of Old Stock, in addition to any restrictions or limitations imposed by this
Option Agreement. Notwithstanding the foregoing, the Optionee may not pay any part of the exercise price hereof or required tax
withholding by transferring Common Stock to the Company unless such Common Stock has been owned by the Optionee free of any substantial
risk of forfeiture for at least six months. If the Optionee exercises this option by delivery of shares of Common Stock of
the Company, the certificate or certificates representing the shares of Common Stock of the Company to be delivered shall be duly
executed in blank suitable for purposes of transferring such shares to the Company.
8. Securities Laws Restrictions
on Resale. Until registered under the Securities Act of 1933, as amended, or any successor statute (the “Securities
Act”), the Shares will be illiquid and will be deemed to be “restricted securities” for purposes of the Securities
Act. Accordingly, such shares must be sold in compliance with the registration requirements of the Securities Act or an exemption
therefrom and may need to be held indefinitely. Unless the Shares have been registered under the Securities Act, each certificate
evidencing any of the Shares shall bear a restrictive legend specified by the Company.
9. Method of Exercising Option.
(a) Exercise. Subject to
the terms and conditions of this Option Agreement, this option may be exercised by written notice, in the form of the Stock Option
Exercise Notice attached as Annex A, to the Company at its principal executive office, or to such transfer agent as
the Company shall designate. Such notice shall state the election to exercise this option and the number of Shares for which it
is being exercised and shall be signed by the person or persons so exercising this option. Such notice shall be accompanied by
payment of the full purchase price of such shares, and the Company shall deliver a certificate or certificates representing such
shares as soon as practicable after the notice shall be received. Such certificate or certificates shall be registered in the name
of the person or persons so exercising this option (or, if this option shall be exercised by the Optionee and if the Optionee shall
so request in the notice exercising this option, shall be registered in the name of the Optionee and another person jointly, with
right of survivorship). In the event this option shall be exercised, pursuant to Section 5 hereof, by any person or persons
other than the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise
this option.
(b) Listing, Qualification, etc.
This option shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing,
registration or qualification of the shares subject hereto upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction
of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares hereunder, this
option may not be exercised, in whole or part, unless such listing, registration, qualification, consent or approval, disclosure
or satisfaction of such other condition shall have been effected or obtained on terms acceptable to the Board. Nothing herein shall
be deemed to require the Company to apply for, effect or obtain such listing, registration, qualification or disclosure, or to
satisfy such other condition.
10. Option Not Transferable.
This option is not transferable, assignable or otherwise disposable except by will or by the laws of descent and distribution.
During the Optionee’s lifetime only the Optionee can exercise this option. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this option or of such rights contrary to the provisions hereof, or upon the levy of any attachment
or similar process upon this option or such rights, this option and such rights shall, at the election of the Company, become null
and void.
11. No Obligation to Exercise
Option. The grant and acceptance of this option imposes no obligation on the Optionee to exercise it.
12. No Obligation to Continue
Business Relationship. Neither the Plan, this Option Agreement, nor the grant of this option imposes any obligation on the
Company to continue the Optionee in employment or other Business Relationship.
13. No Rights as Stockholder.
Optionee shall have no rights as a stockholder with respect to any shares of Common Stock subject to this option unless and until
such time as Optionee has exercised this option in accordance with the terms hereof and a certificate representing such shares
is duly issued and delivered t the Optionee. Except as is expressly provided in the Plan with respect to certain changes in the
capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to
such date of exercise.
14. Withholding Taxes. If
the Company in its discretion determines that it is obligated to withhold any tax in connection with the exercise of this option,
or in connection with the transfer of, or the lapse of restrictions on, any Common Stock or other property acquired pursuant to
this option, the Optionee hereby agrees that the Company may withhold from the Optionee’s wages or other remuneration the
appropriate amount of tax. At the discretion of the Company, the amount required to be withheld may be withheld in cash from such
wages or other remuneration or in kind from the Common Stock or other property otherwise deliverable to the Optionee on exercise
of this option. The Optionee further agrees that, if the Company does not withhold an amount from the Optionee’s wages or
other remuneration sufficient to satisfy the withholding obligation of the Company, the Optionee will make reimbursement on demand,
in cash, for the amount underwithheld.
15. Early Disposition. The
Optionee agrees to notify the Company in writing immediately after the Optionee transfers any Shares, if such transfer occurs on
or before the later of (a) the date that is two years after the date of this Option Agreement or (b) the date that is
one year after the date on which the Optionee acquired such Shares. The Optionee also agrees to provide the Company with any information
concerning any such transfer required by the Company for tax purposes.
16. Arbitration. Any dispute,
controversy, or claim arising out of, in connection with, or relating to the performance of this Option Agreement or its termination
shall be settled by arbitration by a single arbitrator in the State or Florida, pursuant to the rules then obtaining of the American
Arbitration Association. Any award shall be final, binding and conclusive upon the parties and a judgment rendered thereon may
be entered in any court having jurisdiction thereof.
17. Provision of Documentation
to Optionee. By signing this Option Agreement (either in writing or by electronic transmission) the Optionee acknowledges receipt
of a copy of this Option Agreement and a copy of the Plan.
18. Miscellaneous.
(a) Notices.
All notices hereunder shall be in writing and shall be deemed given when sent by certified or registered mail return receipt requested,
if to the Optionee, to the address set forth below or at the address shown on the records of the Company, and if to the Company,
to the Company’s principal executive offices, attention of the Corporate Secretary.
(b) Entire
Agreement; Modification. Subject to Section 1 above, this Option Agreement constitutes the entire agreement between the
parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between
the parties relating to the subject matter of this Option Agreement. This Option Agreement may be modified, amended or rescinded
only by a written agreement executed by both parties (either in writing or by electronic transmission).
(c) Fractional
Shares. If this option becomes exercisable for a fraction of a share because of the adjustment provisions contained in the
Plan, such fraction shall be rounded down.
(d) Issuances
of Securities; Changes in Capital Structure. Except as expressly provided herein or in the Plan, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of shares subject to this option. No adjustments need be made
for dividends paid in cash or in property other than securities of the Company. If there shall be any change in the Common Stock
of the Company through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or exchange
of shares, spin-off, split-up or other similar change in capitalization or event, the restrictions contained in this Option Agreement
shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee in exchange for, or by
virtue of his or her ownership of, Shares, except as otherwise determined by the Board.
(e) Tax
Treatment. Although it is the intention of the Company that this option shall qualify as an incentive stock option under the
Code, the Company cannot guarantee that this will be the case. The Company will have no liability to the Optionee if this option
fails to qualify as an incentive stock option.
(f) Severability.
The invalidity, illegality or unenforceability of any provision of this Option Agreement shall in no way affect the validity, legality
or enforceability of any other provision.
(g) Successors
and Assigns. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns, subject to the limitations set forth in Section 10 hereof.
(h) Governing Law.
This agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without giving effect
to the principles of the conflicts of laws thereof.
(i) Company. Except
where the context otherwise requires, the term “Company” shall include the parent and all present and future subsidiaries,
of the Company as defined in Sections 424(e) and (f) of the Code.
(j) Code Section 409A.
By issuing this option at Fair Market Value (as defined in the Plan) on the grant date, the Company intends that this option will
not be subject to Code Section 409A. However, to the extent that the option under this Option Agreement ever becomes subject to
Code Section 409A, the Company shall make a reasonable good faith effort to bring any provisions which are inconsistent with Code
Section 409A and the accompanying regulations and other guidance related thereto into compliance with Code Section 409A; provided,
however, that nothing in this Option Agreement shall be construed or interpreted to require the Company to increase any amounts
payable to the Optionee pursuant to this Option Agreement, to indemnify the Optionee against any adverse tax consequences under
Section 409A, or to consent to any amendment that would adversely change the Company’s financial, accounting or tax treatment
of the payments or benefits.
ANNEX A
WORLD SURVEILLANCE GROUP INC.
Stock Option Exercise Notice
World Surveillance Group Inc.
For physical or courier delivery:
State Road 405, Building M6-306A
Room 1400
Xxxxxxx Space Center, FL 32815
For mail delivery:
Mail Code: SWC
Xxxxxxx Space Center, FL 32899
Dear Sir or Madam:
I, ___________________ (the “Optionee”),
hereby irrevocably exercise the right to purchase ______________ shares of the Common Stock, $0.00001 par value per share (the
“Shares”), of World Surveillance Group Inc. (the “Company”) at $________ per share pursuant
to the Company’s 2013 Equity Compensation Incentive Plan and a stock option agreement with the Company dated ________________
(the “Option Agreement”). Enclosed herewith is a payment of $___________, the aggregate purchase price for
the Shares. The certificate for the Shares should be registered in my name as it appears below or, if so indicated below, jointly
in my name and the name of the person designated below, with right of survivorship.
I acknowledge and agree that the Option
Agreement remains in full force and effect and includes a number of restrictions on the Shares and on the transfer of the Shares.
Further, I understand that the Shares have
not been registered under the Securities Act of 1933, as amended, or any state securities laws. As a result, I understand that
I must continue to bear the economic risk of the investment for an indefinite time and that the Shares cannot be sold unless they
are subsequently registered or an exemption from registration is available.
Dated: |
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Signature |
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Print Name: |
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Address: |
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Name and address of persons in whose name the Shares are to be jointly registered (if applicable): |
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