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EXHIBIT 10.12
Exhibit "A"
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE NASHVILLE COUNTRY CLUB, INC.
1997 STOCK OPTION PLAN
This STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
as of the _____ day of ____________, 1997, by and between NASHVILLE COUNTRY
CLUB, INC., a Tennessee corporation (herein called the "Corporation"), and
__________ (herein called the "Optionee").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Corporation (the "Board of
Directors") has resolved that the interests of the Corporation will be advanced
by extending to certain employees of the Corporation the opportunity to acquire
proprietary shares in the Corporation, thus providing them with a more direct
concern in the welfare of the Corporation and assuring a closer identification
of their interests with those of the Corporation; and
WHEREAS, the Board of Directors believes that the acquisition of such
an interest in the Corporation will stimulate the endeavors of such employees
on behalf of the Corporation and strengthen their desire to remain with the
Corporation; and
WHEREAS, the person named above has been selected by the committee
(hereinafter referred to as the "Committee") which administers the Nashville
Country Club, Inc. 1997 Stock Option Plan (hereinafter referred to as the
"Plan") as one of such individuals;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and other good and valuable consideration, the
parties hereto agree as follows:
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1. The Corporation hereby grants to the Optionee as a matter of
separate inducement and agreement in connection with Optionee's employment with
the Corporation, and not in lieu of any salary or other compensation for
Optionee's services, the right and option to purchase, at the time and on the
terms and conditions hereinafter set forth, a number of shares, as set forth on
Schedule A attached hereto, of the presently authorized common stock, no par
value per share, of the Corporation (the "Common Stock") at the purchase price
set forth on Schedule A.
2. The option provided for in this Agreement is granted pursuant
to the Plan. The terms and provisions of such Plan are incorporated herein by
reference and, in the event of any conflict between the terms and provisions of
this Agreement and those of such Plan, the terms and provisions of the Plan,
including without limitation, those with respect to the powers of the Committee
appointed thereunder, shall prevail and be controlling.
3. This option shall continue for the term set forth on Schedule
A, except and to the extent that such term may be reduced as provided in
Paragraphs 6, 7, 8, 9 and 14 hereof; provided, however, that if any termination
date provided for herein shall fall on a Saturday, Sunday or legal holiday,
then such termination date shall be deemed to be the first normal business day
of the Corporation, at its office specified in Paragraph 20 hereof, before such
Saturday, Sunday or legal holiday.
4. Except as otherwise provided herein, this option shall be
exercisable only to the extent of shares that have vested in accordance with
the vesting schedule set forth on Schedule A. The Optionee's right to exercise
the option granted hereunder accrues only in accordance with the preceding
sentence and, except as otherwise provided herein, only to the extent that the
Optionee remains in the continuous employ of the Corporation. This option shall
be exercisable during the lifetime of the Optionee only by the Optionee. In no
event may the Optionee or any
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person exercising this option pursuant to Paragraph 8 hereof exercise this
option (before or after any adjustment or substitution pursuant to Paragraph
13, 14, or 16 hereof) for a fraction of a share.
5. The option granted hereby shall be exercisable upon and
subject to the following terms and conditions:
(a) The option granted hereby may be exercised by
delivering to the Secretary of the Corporation from time to time within the
time limits specified in Paragraph 3 hereof a written notice specifying the
number of vested shares the Optionee then desires to purchase.
(b) Upon receipt of Optionee's written notice of exercise
and full compliance with all other obligations under this Agreement, the
Corporation shall allow the Optionee to consummate the purchase of the number
of shares indicated in the notice of exercise in accordance with the terms of
this Agreement.
(c) The Optionee shall have delivered to the Secretary of
the Corporation payment in an amount equal to the option price for such number
of shares, such payment to be in a form set forth on Schedule A hereto. The
payment shall be accompanied by such other instruments or agreements duly
signed by the Optionee as in the opinion of counsel for the Corporation may be
necessary or advisable in order that the issuance of such number of shares
comply with applicable rules and regulations under the Securities Act of 1933,
as amended (the "Act"), any appropriate state securities laws or any
requirement of any securities exchange on which such stock may be traded. As
soon as practicable after any such exercise of the option in whole or in part
by the Optionee, the Corporation will deliver to the Optionee a certificate for
the number of shares with respect to which the option shall have been so
exercised, issued in the Optionee's name. Such stock certificate shall carry
such appropriate legend, and such written
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instructions shall be given to the Corporation's transfer agent, as may be
deemed necessary or advisable by counsel to the Corporation to satisfy the
requirements of the Act or any state securities laws.
6. If the employment of the Optionee is terminated for any reason
other than Disability (as defined in the Plan) of the Optionee, death of the
Optionee or for cause (as determined by the Committee in its sole and absolute
discretion), then the Optionee shall have the right at any time within three
(3) months after the termination of such employment or, if shorter, during the
unexpired term of this option, to exercise this option for the full number of
shares or any portion thereof (except as to the issuance of fractional shares),
but only to the extent this option was otherwise exercisable in accordance with
Paragraph 4 hereof on the date of such cessation of employment.
7. If the employment of Optionee is terminated by reason of
Disability, then the Optionee shall have the right at any time within twelve
(12) months after the termination of such employment or, if shorter, during the
unexpired term of this option, to exercise this option for the full number of
shares or any portion thereof (except as to the issuance of fractional shares)
which are vested on or before the date on which the Optionee's termination of
employment occurs, or which would otherwise have vested during the twelve (12)
month period beginning on the date on which such termination of employment
occurs.
8. If the Optionee dies while in the employ of the Corporation,
this option may be exercised at any time within twelve (12) months from the
date of death of the Optionee or, if shorter, during the unexpired term of this
option, for the full number of shares, or any portion thereof (except as to the
issuance of fractional shares) which are vested on or before the date on which
the Optionee's death occurs, or which would otherwise have vested during the
twelve (12)
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month period beginning on the date on which the Optionee's death occurs. Such
option may be exercised by the person or persons to whom the Optionee's rights
under this option shall pass by the Optionee's will or by the laws of descent
and distribution, whichever is applicable.
9. If the Optionee's employment is terminated for cause (which
determination shall be made in the sole and absolute discretion of the
Committee), any then outstanding options of such Optionee shall automatically
terminate as of the date on which the employment of such Optionee is
terminated.
10. Shares to be issued on the exercise of this option may, at the
election of the Corporation, be either authorized and unissued shares, or
shares previously issued and reacquired by the Corporation.
11. The Corporation shall not be required to issue or deliver any
certificates for shares purchased upon the exercise of this option unless and
until: (i) the Committee determines that such issuance or delivery is in
compliance with all applicable laws, rules and regulations, including, without
limitation, applicable securities laws and regulations; and (ii) the Committee
determines that the Optionee has tendered to the Corporation the full purchase
price plus any federal, state or local tax owed by Optionee as a result of
exercising this option when the Corporation has a legal liability to satisfy
such tax.
12. In connection with the exercise of the option by the Optionee
and, as a condition to the Corporation's obligation to deliver shares upon
exercise of the option, the Optionee shall make arrangements satisfactory to
the Committee, including, with the prior consent of the Committee, an election
of Share Withholding, as such term is defined in the Plan, to insure that the
amount of federal, state or local withholding tax, if any, required to be
withheld with respect
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to delivery of the shares is made available by the Optionee for timely payment
of the tax by the Corporation to the appropriate taxing authority.
13. If, prior to the delivery of all the shares in respect to
which this option is granted, there shall be any change in the outstanding
shares of Common Stock, through reorganization, recapitalization, stock split,
combination of shares, then subject to any required action by the shareholders
of the Corporation, an appropriate and proportionate adjustment shall be made
in the number and/or kind of securities allocated to the option hereby granted,
without change in the aggregate purchase price applicable to the unexercised
portion of the option, but with a corresponding adjustment in the number and
price for each share or other unit of any security covered by the option. Such
adjustment shall be made by the Committee, whose determination in that respect
shall be final, binding and conclusive.
14. If, prior to the delivery of all the shares in respect of
which this option is granted, a Change of Control of the Corporation shall
occur, as defined in Section 3.2 of the Plan:
(a) If provision be made in writing in connection with
such transaction for the assumption and continuance of the option
hereby granted, or the substitution for such option of a new option
covering the shares of the successor corporation, with appropriate
adjustment as to number and kind of shares and prices, the option
hereby granted, or the new option substituted therefor, as the case
may be, shall continue in the manner and under the terms provided.
(b) If provision is not made in such transaction for the
continuance and assumption of the option hereby granted or for the
substitution of an option covering the shares of the successor
corporation, then Optionee shall be entitled, prior to the effective
date of any such Change of Control, to purchase the full number of
shares under this option (without regard to the period of
exercisability set forth in Paragraph 4) that have not at that time
expired or been cancelled, failing which purchase, any unexercised
portion shall be deemed cancelled as of the effective date of such
Change of Control.
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All adjustments under this paragraph shall be made by the Committee,
whose determination as to what adjustments shall be made and the extent
thereof, shall be final, binding and conclusive on the Corporation, Optionee
and Optionee's legal representatives.
15. Neither the Optionee nor the Optionee's legal representative
shall be or have any of the rights or privileges of a shareholder of the
Corporation in respect to any of the shares issuable upon the exercise of this
option unless and until certificates representing such shares shall have been
issued and delivered to the Optionee.
16. If, prior to the delivery of all of the shares with respect to
which this option is granted, there shall be a merger or consolidation of the
Corporation in which the Corporation is the surviving corporation and, if as a
result thereof, outstanding shares of Common Stock are changed, converted or
exchanged, then there shall be substituted for each share of stock subject to
the option granted hereby the number, kind or amount of shares of stock or
other securities or cash into which the outstanding shares of Common Stock
shall be so changed, converted or exchanged as a result of such merger or
consolidation. In the case of any such substitution or adjustment as provided
in this paragraph, the option price referred to in this Agreement for the
shares covered hereby shall be the option price for the shares or other
securities or cash which shall have been substituted for the shares covered
hereby or to which such shares shall have been adjusted. Any adjustment or
substitutions pursuant to this paragraph shall be made by the Committee, whose
determination in the matter shall be conclusive and binding on the Corporation,
Optionee and Optionee's legal representatives.
17. Neither the granting of this option, the exercise of any part
hereof, nor any provision of this Agreement shall constitute or be evidence of
any understanding, express or implied, on the part of the Corporation, to
employ the Optionee for any specified period.
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18. Except as otherwise herein provided, this option and the
rights and privileges conferred hereby may not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment or similar process. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this
option or any right or privilege conferred hereby, contrary to the provisions
hereof, this option and the rights and privileges conferred hereby shall
immediately become null and void.
19. The Committee shall have authority to make reasonable
constructions of this option and to correct any defect or supply any omission
or reconcile any inconsistency in this option, and to prescribe reasonable
rules and regulations relating to the administration of this option and other
similar options granted under the Plan.
20. Any notice relating to this Agreement shall be in writing and
delivered in person or by registered mail to the Corporation at the
Corporation's main office, 000 Xxxxxxxx Xxxxxxxxxx Xxx, Xxxxxxx Xxxxxx,
Xxxxxxxxx 00000, or such other address as may be hereafter specified by the
Corporation, to the attention of its Secretary. All notices to the Optionee or
other person or persons then entitled to exercise the option shall be delivered
to the Optionee or such other person or persons at the Optionee's address
specified below.
21. Any payment or any issuance or transfer of shares of the
Common Stock to the Optionee or the Optionee's legal representative, heir,
legatee or distributee, in accordance with the provisions hereof, shall, to the
extent thereof, be in full satisfaction of all claims of such persons
hereunder. The Board of Directors may require the Optionee, legal
representative, heir, legatee or distributee, as a condition precedent to such
payment, to execute a release and receipt therefor in such form as it shall
determine.
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22. This option is intended to qualify as an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), and shall be so construed; provided however, that
nothing in this Agreement shall be interpreted as a representation, guarantee
or other undertaking on the part of the Corporation that this option is or will
be determined to be an "incentive stock option" within the meaning of that or
any other section of the Code.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed in its name by its President and its corporate seal to be hereunto
affixed and attested by its Secretary on the date and year first above written,
and the Optionee has hereunto set Optionee's hand on the day and year specified
above.
NASHVILLE COUNTRY CLUB, INC.
ATTEST:
By:
------------------------------ ----------------------------------
, Secretary Xxxxxx X. Xxxxxx, III, President
(SEAL)
-------------------------------------
Optionee
-------------------------------------
Xxxxxx Xxxxxxx (Xx X.X. Xxx xxxxxx)
-------------------------------------
Xxxx, Xxxxx and Zip Code
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Schedule A
1. Grant Date:_________________________________________________
2. Number of Shares Optionee is entitled to purchase pursuant to this
option: _____________________________
3. Purchase Price: ____________________________________________ DOLLARS ($____)
per share [must not be less than 100% of fair market value (or 110% of fair
market value for persons owning more than 10% of the issued and outstanding
voting power of the Corporation and its subsidiaries)]
4. Option Term: _____________________ [may not exceed 10 years
(or 5 years in the case of persons owning more than 10% of the issued and
outstanding voting power of the Corporation and its subsidiaries)]
5. Vesting Schedule:
Portion of Shares That is Vested
On and After Such Vesting Date
Vesting Date and Before Next Vesting Date
------------ ----------------------------
_______________, 19__ _______
_______________, 19__ _______
_______________, 19__ _______
_______________, 19__ _______
6. Permissible Form of Payment: [ ] Cashier's Check payable in United
States currency
[ ] Personal check
[ ] Certificates for Common Stock
[ ] Any combination of the above
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Exhibit "B"
NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE NASHVILLE COUNTRY CLUB, INC.
1997 STOCK OPTION PLAN
This STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
as of the _____ day of ____________, 1997, by and between NASHVILLE COUNTRY
CLUB, INC., a Tennessee corporation (herein called the "Corporation"), and
______________ (herein called the "Optionee").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Corporation (the "Board of
Directors") has resolved that the interests of the Corporation will be advanced
by extending to certain key employees, officers and directors of the
Corporation the opportunity to acquire proprietary shares in the Corporation,
thus providing them with a more direct concern in the welfare of the
Corporation and assuring a closer identification of their interests with those
of the Corporation; and
WHEREAS, the Board of Directors believes that the acquisition of such
an interest in the Corporation will stimulate the endeavors of such key
employees, officers and directors on behalf of the Corporation and strengthen
their desire to remain in the employment or service of the Corporation; and
WHEREAS, the person named above has been selected by the committee
(hereinafter referred to as the "Committee") which administers the Nashville
Country Club, Inc. 1997 Stock Option Plan (hereinafter referred to as the
"Plan") as one of such individuals;
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NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and other good and valuable consideration, the
parties hereto agree as follows:
1. The Corporation hereby grants to the Optionee as a matter of
separate inducement and agreement in connection with his employment by or
service with the Corporation and not in lieu of any salary or other
compensation for his services, the right and option to purchase, at the time
and on the terms and conditions hereinafter set forth, a number of shares, as
set forth on Schedule A attached hereto, of the presently authorized common
stock, no par value per share, of the Corporation (the "Common Stock") at the
purchase price set forth on Schedule A.
2. The option provided for in this Agreement is granted pursuant
to the Plan. The terms and provisions of such Plan are incorporated herein by
reference and, in the event of any conflict between the terms and provisions of
this Agreement and those of such Plan, the terms and provisions of the Plan,
including without limitation, those with respect to the powers of the Committee
appointed thereunder, shall prevail and be controlling.
3. This option shall continue for the term set forth on Schedule
A, except and to the extent that such term may be reduced as provided in
Paragraphs 6, 7, 8, 9 and 14 hereof; provided, however, that if any termination
date provided for herein shall fall on a Saturday, Sunday or legal holiday,
then such termination date shall be deemed to be the first normal business day
of the Corporation, at its office specified in Paragraph 20 hereof, before such
Saturday, Sunday or legal holiday.
4. Except as otherwise provided herein, this option shall be
exercisable only to the extent of shares that have vested in accordance with
the vesting schedule set forth on Schedule A. The Optionee's right to exercise
the option granted hereunder accrues only in accordance with the preceding
sentence and, except as otherwise provided herein, only to the extent that the
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Optionee remains in the continuous employ or service of the Corporation. This
option shall be exercisable during the lifetime of the Optionee only by the
Optionee. In no event may the Optionee or any person exercising this option
pursuant to Paragraph 8 hereof exercise this option (before or after any
adjustment or substitution pursuant to Paragraph 13, 14 or 16 hereof) for a
fraction of a share.
5. The option granted hereby shall be exercisable upon and
subject to the following terms and conditions:
(a) The option granted hereby may be exercised by
delivering to the Secretary of the Corporation from time to time within the
time limits specified in Paragraph 3 hereof a written notice specifying the
number of vested shares the Optionee then desires to purchase.
(b) Upon receipt of Optionee's written notice of exercise
and full compliance with all other obligations under this Agreement, the
Corporation shall allow the Optionee to consummate the purchase of the number
of shares indicated in the notice of exercise in accordance with the terms of
this Agreement.
(c) The Optionee shall have delivered to the Secretary of
the Corporation payment in an amount equal to the option price for such number
of shares, such payment to be in a form set forth on Schedule A hereto. The
payment shall be accompanied by such other instruments or agreements duly
signed by the Optionee as in the opinion of counsel for the Corporation may be
necessary or advisable in order that the issuance of such number of shares
comply with applicable rules and regulations under the Securities Act of 1933,
as amended (the "Act"), any appropriate state securities laws or any
requirement of any securities exchange on which such stock may be traded. As
soon as practicable after any such exercise of the option in whole or in part
by the Optionee, the Corporation will deliver to the Optionee a certificate for
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the number of shares with respect to which the option shall have been so
exercised, issued in the Optionee's name. Such stock certificate shall carry
such appropriate legend, and such written instructions shall be given to the
Corporation's transfer agent, as may be deemed necessary or advisable by
counsel to the Corporation to satisfy the requirements of the Act or any state
securities laws.
6. If the employment or service of the Optionee is terminated for
any reason other than Disability (as defined in the Plan) of the Optionee,
death of the Optionee or for cause (as determined by the Committee in its sole
and absolute discretion), then the Optionee shall have the right at any time
within three (3) months after the termination of such employment or service or,
if shorter, during the unexpired term of this option, to exercise this option
for the full number of shares or any portion thereof (except as to the issuance
of fractional shares), but only to the extent this option was otherwise
exercisable in accordance with Paragraph 4 hereof on the date of such cessation
of employment or service.
7. If the employment or service of Optionee is terminated by
reason of Disability, then the Optionee shall have the right at any time within
twelve (12) months after the termination of such employment or service or, if
shorter, during the unexpired term of this option, to exercise this option for
the full number of shares or any portion thereof (except as to the issuance of
fractional shares) which are vested on or before the date on which the
Optionee's termination of employment occurs, or which would otherwise have
vested during the twelve (12) month period beginning on the date on which such
termination of employment occurs.
8. If the Optionee dies while in the employ or service of the
Corporation, this option may be exercised at any time within twelve (12) months
from the date of death of the Optionee or, if shorter, during the unexpired
term of this option, for the full number of shares or any
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portion thereof (except as to the issuance of fractional shares) which are
vested on or before the date on which the Optionee's death occurs, or which
would otherwise have vested during the twelve (12) month period beginning on
the date on which the Optionee's death occurs. Such option may be exercised by
the person or persons to whom the Optionee's rights under this option shall
pass by the Optionee's will or by the laws of descent and distribution,
whichever is applicable.
9. If the Optionee's employment or service is terminated for
cause (which determination shall be made in the sole and absolute discretion of
the Committee), any then outstanding options of such Optionee shall
automatically terminate as of the date on which the employment or service of
such Optionee is terminated.
10. Shares to be issued on the exercise of this option may, at the
election of the Corporation, be either authorized and unissued shares, or
shares previously issued and reacquired by the Corporation.
11. The Corporation shall not be required to issue or deliver any
certificates for shares purchased upon the exercise of this option unless and
until: (i) the Committee determines that such issuance or delivery is in
compliance with all applicable laws, rules and regulations, including, without
limitation, applicable securities laws and regulations; and (ii) the Committee
determines that the Optionee has tendered to the Corporation the full purchase
price plus any federal, state or local tax owed by Optionee as a result of
exercising this option when the Corporation has a legal liability to satisfy
such tax.
12. In connection with the exercise of the option by the Optionee
and, as a condition to the Corporation's obligation to deliver shares upon
exercise of the option, the Optionee shall make arrangements satisfactory to
the Committee, including, with the prior consent of the
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Committee, an election of Share Withholding, as such term is defined in the
Plan, to insure that the amount of federal, state or local withholding tax, if
any, required to be withheld with respect to delivery of the shares is made
available by the Optionee for timely payment of the tax by the Corporation to
the appropriate taxing authority.
13. If, prior to the delivery of all the shares in respect to
which this option is granted, there shall be any change in the outstanding
shares of Common Stock, through reorganization, recapitalization, stock split,
combination of shares, then subject to any required action by the shareholders
of the Corporation, an appropriate and proportionate adjustment shall be made
in the number and/or kind of securities allocated to the option hereby granted,
without change in the aggregate purchase price applicable to the unexercised
portion of the option, but with a corresponding adjustment in the number and
price for each share or other unit of any security covered by the option. Such
adjustment shall be made by the Committee, whose determination in that respect
shall be final, binding and conclusive.
14. If, prior to the delivery of all the shares in respect of
which this option is granted, a Change of Control of the Corporation shall
occur, as defined in Section 3.2 of the Plan:
(a) If provision be made in writing in connection with
such transaction for the assumption and continuance of the option
hereby granted, or the substitution for such option of a new option
covering the shares of the successor corporation, with appropriate
adjustment as to number and kind of shares and prices, the option
hereby granted, or the new option substituted therefor, as the case
may be, shall continue in the manner and under the terms provided.
(b) If provision is not made in such transaction for the
continuance and assumption of the option hereby granted or for the
substitution of an option covering the shares of the successor
corporation, then Optionee shall be entitled, prior to the effective
date of any such Change of Control, to purchase the full number of
shares under this option (without regard to the period of
exercisability set forth in Paragraph 4) that have not at that time
expired or been cancelled, failing which purchase, any unexercised
portion shall be deemed cancelled as of the effective date of such
Change of Control.
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All adjustments under this paragraph shall be made by the Committee,
whose determination as to what adjustments shall be made and the extent
thereof, shall be final, binding and conclusive on the Corporation, Optionee
and Optionee's legal representatives.
15. Neither the Optionee nor the Optionee's legal representative
shall be or have any of the rights or privileges of a shareholder of the
Corporation in respect to any of the shares issuable upon the exercise of this
option unless and until certificates representing such shares shall have been
issued and delivered to the Optionee.
16. If, prior to the delivery of all of the shares with respect to
which this option is granted, there shall be a merger or consolidation of the
Corporation in which the Corporation is the surviving corporation and, if as a
result thereof, outstanding shares of Common Stock are changed, converted or
exchanged, then there shall be substituted for each share of stock subject to
the option granted hereby the number, kind or amount of shares of stock or
other securities or cash into which the outstanding shares of Common Stock
shall be so changed, converted or exchanged as a result of such merger or
consolidation. In the case of any such substitution or adjustment as provided
in this paragraph, the option price referred to in this Agreement for the
shares covered hereby shall be the option price for the shares or other
securities or cash which shall have been substituted for the shares covered
hereby or to which such shares shall have been adjusted. Any adjustment or
substitutions pursuant to this paragraph shall be made by the Committee, whose
determination in the matter shall be conclusive and binding on the Corporation,
Optionee and Optionee's legal representatives.
17. Neither the granting of this option, the exercise of any part
hereof, nor any provision of this Agreement shall constitute or be evidence of
any understanding, express or implied, on the part of the Corporation, to
employ or retain the Optionee for any specified period.
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18. Except as otherwise herein provided, this option and the
rights and privileges conferred hereby may not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment or similar process. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this
option or any right or privilege conferred hereby, contrary to the provisions
hereof, this option and the rights and privileges conferred hereby shall
immediately become null and void.
19. The Committee shall have authority to make reasonable
constructions of this option and to correct any defect or supply any omission
or reconcile any inconsistency in this option, and to prescribe reasonable
rules and regulations relating to the administration of this option and other
similar options granted under the Plan.
20. Any notice relating to this Agreement shall be in writing and
delivered in person or by registered mail to the Corporation at the
Corporation's main office, 000 Xxxxxxxx Xxxxxxxxxx Xxx, Xxxxxxx Xxxxxx,
Xxxxxxxxx 00000, or such other address as may be hereafter specified by the
Corporation, to the attention of its Secretary. All notices to the Optionee or
other person or persons then entitled to exercise the option shall be delivered
to the Optionee or such other person or persons at the Optionee's address
specified below.
21. Any payment or any issuance or transfer of shares of the
Common Stock to the Optionee or the Optionee's legal representative, heir,
legatee or distributee, in accordance with the provisions hereof, shall, to the
extent thereof, be in full satisfaction of all claims of such persons
hereunder. The Board of Directors may require the Optionee, legal
representative, heir, legatee or distributee, as a condition precedent to such
payment, to execute a release and receipt therefor in such form as it shall
determine.
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22. This option is not intended to qualify as an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed in its name by its President and its corporate seal to be hereunto
affixed and attested by its Secretary on the date and year first above written,
and the Optionee has hereunto set his hand on the day and year specified above.
NASHVILLE COUNTRY CLUB, INC.
ATTEST:
By:
------------------------------ ----------------------------------
, Secretary Xxxxxx X. Xxxxxx, III, President
(SEAL)
-------------------------------------
Optionee
-------------------------------------
Xxxxxx Xxxxxxx (Xx X.X. Xxx xxxxxx)
-------------------------------------
Xxxx, Xxxxx and Zip Code
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Schedule A
1. Grant Date:________________________________________________
2. Number of Shares Optionee is entitled to purchase pursuant to this
option: _____________________________________
3. Purchase Price: ___________________________________________ DOLLARS
($_______) per share
4. Option Term: _____________________ (may not exceed 10 years)
5. Vesting Schedule:
Portion of Shares That is Vested
On and After Such Vesting Date
Vesting Date and Before Next Vesting Date
------------ ----------------------------
_______________, 19__ _______
_______________, 19__ _______
_______________, 19__ _______
_______________, 19__ _______
6. Permissible Form of Payment: [ ] Cashier's Check payable
in United States currency
[ ] Personal Check
[ ] Certificates for Common Stock
[ ] Any combination of the above
7. Share Withholding [ ] is [ ] is not permitted.
