EXHIBIT 4.3
WHAT A WORLD!, INC.*
STOCK OPTION AGREEMENT
Pursuant to the 1994 Stock Option Plan
Option granted in St. Petersburg, Florida on ______________ (the "Date
of Grant") by What A World!, Inc. (the "Corporation") to ____________
("Grantee", which term includes any person entitled to exercise the Option):
(1) The Option. The Corporation grants to the Grantee, effective on the Date of
Grant, a stock option (the "Option") to purchase, on the terms and
conditions herein set forth, up to __ of the Corporation's fully paid,
nonassessable shares of Common Stock, par value $.01 per share (the
"Shares"), at the purchase price for the Shares set forth in Paragraph 2
below. The Option is granted pursuant to the Corporation's 1994 Stock
Option Plan, adopted by the Board of Directors of the Corporation on
October 1, 1994, and adopted by the Stockholders of the Corporation on
November 8, 1994 (the "Plan"). The Option is subject in its entirety to all
the applicable provisions of the Plan which are incorporated herein by
reference as if set forth at length herein, and is a non incentive option
granted pursuant to Section 6 of the Plan.
(2) The Purchase Price. The purchase price of the Shares shall be $____ per
share (the "Option Price").
(3) Exercise of Option. (a) Except as otherwise provided in the Plan, the
Option is exercisable over a period beginning from the Date of Grant and
ending ten years from the Date of Grant (the "Option Period") in accordance
with the following schedule:
PERCENT OF SHARES SUBJECT
DATE TO OPTION PURCHASABLE
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Commencing on the Date of Grant until (but not
including ) the first anniversary of the Date of
Grant: 20%
Commencing on the first anniversary of the Date of
Grant until (but not including ) the second
anniversary of the Date of Grant: 20%
Commencing on the second anniversary of the Date of
Grant until (but not including ) the third
anniversary of the Date of Grant: 20%
Commencing on the third anniversary of the Date of
Grant until (but not including ) the fourth
anniversary of the Date of Grant: 20%
Commencing on the fourth anniversary of the Date of
Grant until (but not including ) the tenth
anniversary of the Date of Grant: 20%
Subject to the terms hereof, the Option may be exercised from time to time
during the Option Period as to the total number of Shares allowable under this
Paragraph 3(a), or any lesser amount thereof, as long as the Grantee is employed
by the Corporation.
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*Name of Company changed to TeleHubLink Corporation in February 1999.
(b) At such time as the Grantee desires to exercise the Option
granted hereby, in whole or in part, the Grantee's signature at
the place provided on the Exercise Form attached hereto will
evidence the Grantee's election to purchase Shares of Common
Stock pursuant to the terms and subject to the conditions and
limitations contained in the Plan, in this Agreement and in said
Exercise Form. The Option shall be considered exercised (in full
or part, as the case may be) on the date such Exercise Form is
mailed to the Chief Financial officer of the Corporation, postage
prepaid, or delivered in person to the Chief Financial Officer,
together with payment of the Option Price for the Shares to be
purchased plus any withholding tax required under any federal,
state and local statutes.
(c) The Option Price shall be paid in full in United States dollars
at the time of purchase or with stock of the Corporation having
fair market value (as determined pursuant to Section 6(a) of the
Plan) equal to the Option Price. If the option is exercised in
accordance with the provisions of the Plan and this Agreement,
the Corporation shall deliver to such person a certificate or
certificates representing the number of Shares in respect to
which the Option is being exercised, which Shares shall be
registered in his or her name.
(d) If this Option shall extend to 100 or more Shares, then this
Option may not be exercised for less than 100 Shares at any one
time, and if this Option shall extend to less than 100 Shares,
then this Option must be exercised for all such Shares at one
time.
(4) Sale of the Shares. The Grantee shall not be entitled to sell,
transfer, or distribute the Shares except pursuant to (i) an effective
registration statement under the Securities Act of 1933, as amended,
and any applicable state securities or "Blue Sky" laws, or (ii) if
there be no registration statement in effect, pursuant to a specific
exemption from registration under the Securities Act of 1933, as
amended, and any applicable state securities or "Blue Sky" laws. Prior
to offering or selling the Shares upon claim of exemption, the Grantee
shall obtain a written opinion from counsel reasonably satisfactory to
the Corporation who may be counsel for the Corporation to the effect
that such exemptions are available or shall deliver "no-action"
letters from the Securities and Exchange Commission and any applicable
state securities commission with respect to the proposed sale,
transfer or distribution of the Shares. The certificate or
certificates representing the Shares shall have an appropriate legend
referring to the terms of this option.
(5) Termination of Employment. Subject to Paragraph 8 hereof, in the event
employment of Grantee shall terminate for any reason other than death,
the Grantee shall have the right to exercise this Option but only in
respect of Shares which he or she was entitled to purchase under this
Option at the date of termination of his or her employment, at any
time up to and including the earlier of one year after the date of
such termination of employment or the expiration of the option Period.
This Option shall not be affected by any change of employment so long
as the Grantee continues to be an employee of the Corporation or any
of its Subsidiaries (as such term is defined in Section 1 of the
Plan).
(6) Successors and Assigns. The Agreement shall be binding upon and shall
inure to the benefit of any successor or assign of the Corporation
and, to the extent herein provided, shall be binding upon and inure to
the benefit of the Grantee's legal representatives.
(7) Exercise and Transferability of Option. During the lifetime of the
Grantee, this Option is exercisable only by him or her and shall not
be assignable or transferable by him or her and no other person shall
acquire any rights therein. In the event of the death of the Grantee,
this Option or any unexercised portion thereof shall be exercisable at
any time prior to the expiration of one year after the date of such
death (but in no event later than the date of the expiration of the
Option) only by his or her executors or administrators or the person
or persons to whom such deceased Grantee's rights under this Option
shall pass by such deceased Grantee's will or by the laws of descent
and distribution of the state of his or her domicile at the time of
his or her death. The person or persons so exercising this Option
after the deceased Grantee's death shall, simultaneously with the
delivery of the Exercise Form and the payment for the Shares
purchased, deliver to the Company such proof of the right of such
person or persons to exercise this option as may reasonably be
required by the Corporation and its counsel.
(8) Expiration of Option. This Option is not exercisable after the
expiration of ten years from the Date of Grant.
(9) Adjustment of Options.
(a) The number of Shares issuable upon exercise of this Option, or
the amount and kind of other securities issuable in addition
thereto or in lieu thereof upon the occurrence of the events
specified in Section 9 of the Plan, shall be determined and
subject to adjustment, as the case may be, in accordance with the
procedures therein specified.
(b) Fractional shares resulting from any adjustment in options
pursuant to this Paragraph may be settled in cash or otherwise as
the Corporation shall determine. Notice of any adjustment in this
Option shall be given by the Corporation to the holder of this
Option and such adjustment (whether or not such notice is given)
shall be effective and binding for all purposes of the Plan and
this Agreement.
(10) Rights.
(a) The granting of this Option shall not confer upon the Grantee any
right to be continued in the employ of the Corporation or any of
its subsidiaries, nor shall the Corporation or any of its
subsidiaries be limited by reasons thereof, or for any other
reason, in its discretion and at any time from changing the
status or position of his or her employment, or from terminating
the employment of such Grantee, or from reducing or changing his
or her compensation at any time and from time to time, subject,
however, to any employment agreement between the Grantee and the
Corporation.
(b) The Grantee shall not, by reason of the granting to him or her of
this Option, have or thereby acquire any rights of a stockholder
of the Corporation with respect to any Shares unless and until he
or she has tendered full payment of the Option Price for such
Shares and such Shares have been duly issued or transferred and
delivered to the Grantee in accordance with the terms hereof.
(11) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida applicable to
contracts entered into and to be performed wholly with such state. If
the foregoing is in accordance with the Grantee's understanding and
approved by him or her, he or she may so confirm by signing and
returning the duplicate of this Agreement delivered for that purpose.
WHAT A WORLD!, INC.
By:__________________
The foregoing is in accordance with my understanding and is hereby confirmed and
agreed to as of the Date of the Grant.
__________________________ [Grantee]
Dated:____________________________
