EXHIBIT 10.18
XXXXXXX LEISURE LIMITED
NON-EMPLOYEE DIRECTORS' OPTION AGREEMENT
This Agreement (this "Agreement") made as of (Date), by and between
Xxxxxxx Leisure Limited, a Bahamas international business company (the
"Company"), and the undersigned non-employee director ("Optionee").
The Company has granted to Optionee an option (this "Option") to
purchase a total of xxx common shares ("Shares") of the Company, at the price as
provided herein, and in all respects subject to the terms, definitions and
provisions of the Non-Employee Directors' Share Option Plan (the "Plan") adopted
by the Company and which is incorporated herein by reference. Capitalized terms
used herein, but not defined, shall have the same meaning as in the Plan.
1. EXERCISE PRICE. The exercise price of this Option is
$xx.xxx for each Share, which is 100% of the Fair Market Value of
the Shares as determined on the Date of Grant.
2. VESTING AND TERM OF OPTION. Except as otherwise provided
herein and in the Plan, this Option shall be exercisable one year
after the Date of Grant and may not be exercised after ten years
after the Date of Grant.
3. METHOD OF EXERCISE. This Option may be exercised by giving
written notice to the Secretary of the Company in the form
attached hereto as Exhibit "A" (the "Exercise Notice") specifying
the number of Shares to be purchased, accompanied by the full
purchase price of the Shares to be purchased.
4. METHOD OF PAYMENT. Payment of the exercise price of this
Option shall be (i) in cash or by certified check, bank draft or
money order payable to the order of the Company, (ii) through the
delivery of Shares having a Fair Market Value on the last
business day preceding the date of exercise equal to the purchase
price, provided that, in the case of Shares acquired directly
from the Company, such Shares have been held for at least six
months or (iii) by a combination of cash and Shares, as provided
in clauses (i) and (ii), above.
5. WITHHOLDING TAXES. Prior to issuance of the Shares upon
exercise of this Option, Optionee shall pay or make adequate
provision for any applicable United States federal or state, or
other tax withholding obligations of the Company. Where approved
by the Board in its sole discretion, Optionee may provide for the
payment of withholding taxes upon exercise of this Option by
requesting that the Company retain Shares with a Fair Market
Value equal to the amount of taxes required to be withheld. In
such case, the Company shall issue the net number of Shares to
Optionee by deducting the Shares retained from the Shares with
respect to which this Option is exercised. The Fair Market Value
of the Shares to be withheld shall be determined on the date that
the amount of tax to be withheld is to be determined. All
elections by Optionee to have Shares withheld for this purpose
shall be made in writing in form acceptable to the Board.
6. DELIVERY OF CERTIFICATES. The Company shall not be
obligated to deliver a certificate evidencing Shares issuable
under this Option (i) until, in the opinion of the Company's
counsel, all applicable Bahamas and United States federal and
state laws and regulations have been complied with and any
applicable taxes have been paid, (ii) if the Shares are at the
time traded on Nasdaq or any national securities exchange, until
the Shares represented by the certificate to be delivered have
been listed or are authorized to be listed on Nasdaq or such
exchange and (iii) until all other legal matters in connection
with the issuance and delivery of such certificate have been
approved by the Company's counsel.
7. ASSIGNMENT OR TRANSFER. Except as set forth in this Section
7, this Option may not be transferred other than by will or by
the laws of descent and distribution, and during Optionee's
lifetime this Option may be exercised only by Optionee. This
Option may be transferred to (i) Optionee's spouse, children or
grandchildren (referred to herein as "Family Members"), (ii) a
trust or trusts for the exclusive benefit of Family Members or
(iii) a partnership in which Family Members are the only
partners. Any transfer pursuant to this Section 7 shall be
subject to the following: (i) there shall be no consideration for
such transfer, (ii) there may be no subsequent transfers without
the approval of the Board and (iii) all transfers shall be made
so that no liability under Section 16(b) of the Exchange Act
arises as a result of such transfer. Following any transfer, this
Option shall continue to be subject to the same terms
andconditions as were applicable to Optionee immediately prior to
transfer, with the transferee being deemed to be Optionee for
such purposes, except that the events of death and termination of
service described in Sections 8 and 9, below, shall continue to
apply with respect to Optionee.
8. DEATH. Upon the death of Optionee, all Options held by
Optionee that are not then exercisable shall immediately become
exercisable. All Options held by Optionee immediately prior to
death may be exercised by Optionee's executor or administrator,
or by the person or persons to whom the Option is transferred by
will or the applicable laws of descent and distribution, at any
time within the three years following the date of death (but not
later than the Final Exercise Date); provided, however, that the
Company shall be under no obligation to deliver a certificate
representing Shares that may be issued pursuant to such exercise
until the Company is satisfied as to the authority of the person
or persons exercising the Option.
9. OTHER TERMINATION OF STATUS OF NON-EMPLOYEE DIRECTOR. If
Optionee ceases to be a member of the Board for any reason other
than death, all Options held by Optionee that are not then
exercisable shall terminate three years following the date they
first become exercisable. Options that are exercisable on the
date of such termination shall continue to be exercisable for a
period of three years following the date of termination (or until
the Final Exercise Date, if earlier). Notwithstanding the
foregoing, all Options held by Optionee shall terminate
immediately upon the termination of Optionee's membership on the
Board if such termination was based on the misconduct of
Optionee. After completion of the aforesaid three-year periods,
such Options shall terminate to the extent not previously
exercised, expired or terminated.
10. NOTICES. Any notice required or permitted hereunder shall be
given in writing and deemed delivered when (i) personally
delivered, (ii) sent by facsimile transmission and a
confirmation of the transmission is received by the sender, or
(iii) three (3) days after being deposited for delivery with a
recognized overnight courier, such as Federal Express, and
addressed or sent, as the case may be, to the address or
facsimile number set forth below or to such other address or
facsimile number as such party may in writing designate.
11. FURTHER INSTRUMENTS. The parties agree to execute such further
instruments and to take such further actions as may be
reasonably necessary to carry out the purposes and intent of
this Agreement.
12. ENTIRE AGREEMENT; GOVERNING LAW; SEVERABILITY. The Plan
and Exercise Notice are incorporated herein by reference. This
Agreement, the Plan and the Exercise Notice constitute the
entire agreement of the parties and supersede in their entirety
all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and shall be
interpreted in accordance with, and shall be governed by, the
laws of The Bahamas, subject to any applicable United States
federal or state securities laws. Should any provision of this
Agreement be determined by a court of law to be illegal or
unenforceable, the other provisions shall nevertheless remain
effective and shall remain enforceable.
DATE OF GRANT:
XXXXXXX LEISURE LIMITED
By:---------------------------
Xxxxxxx X. Xxxxxxx
Chief Operating Officer
c/o CT Maritime Services, L.C.
0000 Xxxxx Xxxxxxx Xxx, 0xx Xx.
Xxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
Optionee acknowledges receipt of a copy of the Plan, a copy of which
is annexed hereto, and represents that he is familiar with the terms and
provisions thereof, and hereby accepts this Option subject to all of the terms
and provisions thereof. Optionee hereby agrees to accept as binding, conclusive
and final all decisions and interpretations of the Board under the Plan.
Dated: _________________ ______________
___________________
Print name
___________________
Address and Facsimile Number
