VANGUARD AIRLINES, INC.
NONSTATUTORY STOCK OPTION
XXXX X. XXXXXXXX, Optionee:
Vanguard Airlines, Inc. (the "Company") has granted you an
option to purchase shares of the common stock of the Company
("Common Stock") under that certain Consulting Agreement, dated
January 1, 1999, by and between the Company and Xxxx X. XxXxxxxx
(the "Agreement"). This option is not intended to qualify as and
will not be treated as an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
The details of your option are as follows:
1. TOTAL NUMBER OF SHARES SUBJECT TO THIS OPTION. The
total number of shares of Common Stock subject to this option is
Three Thousand Four Hundred Eighty-Seven (3,487). Subject to the
limitations contained herein, this option shall be exercisable
immediately.
2. EXERCISE PRICE AND METHOD OF PAYMENT.
(a) EXERCISE PRICE. The exercise price of this option
is $0.50 per share, which is not less than 85% of the fair
market value of the Common Stock on the date this option was
granted to you.
(b) METHOD OF PAYMENT. Payment of the exercise price
per share is due in full upon exercise of all or any part of
this option. You may elect, to the extent permitted by
applicable statutes and regulations, to make payment of the
exercise price under one of the following alternatives:
(i) Payment of the exercise price per share in
cash (including check) at the time of exercise;
(ii) Payment pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve
Board which results in the receipt of cash (or check)
by the Company prior to the issuance of Common Stock;
(iii) Provided that at the time of exercise
the Company's Common Stock is publicly traded and
quoted regularly in the Wall Street Journal, payment by
delivery of already owned shares of Common Stock, held
for the period required to avoid a charge to the
Company's reported earnings, and owned free and clear
of any liens, claims, encumbrances or security
interests, which Common Stock shall be valued at its
fair market value on the date of exercise; or
(iv) Payment by a combination of the methods of
payment permitted by subparagraph 3(b)(i) through
3(b)(iii) above.
3. WHOLE SHARES. You may exercise this option only for
whole shares and the Company shall be under no obligation to
issue any fractional shares of Common Stock to you.
4. SECURITIES LAW COMPLIANCE. Notwithstanding anything to
the contrary contained in this option, this option may not be
exercised unless the shares issuable upon exercise of this option
are then registered under the Securities Act of 1933, as amended
(the "Act") or, if the shares are not registered at that time,
the Company has determined that the exercise and issuance would
be exempt from the registration requirements of the Act.
5. TERM OF OPTION. The term of this option begins on the
date you were granted this option and terminates on January 4,
2009 (the "Expiration Date") (which date shall be no more than
ten (10) years from the date this option was granted). You may
not, under any circumstances, exercise this option on or after
the Expiration Date.
6. EXERCISE OF OPTION.
(a) You may exercise this option to the extent
specified above by delivering the Notice of Exercise
attached to this option as an exhibit together with the
exercise price to the Secretary of the Company, or another
person designated by the Company, during regular business
hours, together with any additional documents required in
the Notice of Exercise.
(b) By exercising this option you agree that the
Company may require you to pay to the Company any tax
withholding obligation of the Company arising from (1) your
exercise of this option; (2) the lapse of any substantial
risk of forfeiture to which the shares are subject at the
time of exercise; or (3) the disposition of the shares of
Common Stock you acquired upon the exercise of this option.
7. OPTION NOT TRANSFERABLE. This option may not be
transferred, except by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order
as defined in the Code or Title I of the Employee Retirement
Income Security Act (a "QDRO"), and is exercisable during your
life only by you or a transferee pursuant to a QDRO. By
delivering written notice to the Company, in a form satisfactory
to the Company, you may designate a third party who, in the event
of your death, shall thereafter be entitled to exercise this
option.
8. DILUTION OR ENLARGEMENT. In the event that there is
any change in the capital structure of the Company, including but
not limited to a change resulting from a stock dividend, stock
split, reorganization, merger, consolidation, liquidation or any
combination or exchange of shares of Common Stock, the number of
shares of Common Stock subject to this option which remain
unexercised will be subject to increase or decrease in order to
prevent dilution or enlargement. The option exercise price also
will be adjusted upon the occurrence of any of such events so
that there will be no change in the aggregate option exercise
price payable upon the exercise of this option.
9. OPTION NOT AN EMPLOYMENT CONTRACT. This option is not
an employment contract and nothing in this option creates in any
way whatsoever any obligation on your part to continue in the
employ of the Company, or of the Company to continue your
employment with the Company. In the event this option is granted
to you in connection with the performance of services as a
director or consultant, references to employment, employee and
similar terms shall be deemed to include the performance of
services as a director or consultant; provided, however, that no
rights as an employee shall arise by reason of the use of such
terms.
10. NOTICES. Any notices provided for in this option will
be given in writing and will be considered to have been given
upon receipt or, in the case of notices delivered by the Company
to you, three (3) days after deposit in the United States mail,
postage prepaid, addressed to you at the address specified below
or at such other address as you later designate in writing to the
Company.
11. GOVERNING DOCUMENT. This option is subject to all the
provisions of the Agreement, which is attached as an exhibit to
this option. All provisions of the Agreement are hereby made a
part of this option. This option is further subject to all
interpretations and amendments that may from time to time be set
forth and adopted under the Agreement. In the event of any
conflict between the provisions of this option and those of the
Agreement, the provisions of the Agreement shall control.
Dated the _____ day of ____________, _______.
Very truly yours,
VANGUARD AIRLINES, INC.
By: /s/ Xxxxx X. Xxxxxxx
Xxxx authorized on behalf
of the Board of Directors
Printed Name: Xxxxx X. Xxxxxxx
Title: Vice President and General
Counsel
ATTACHMENTS:
Consulting Agreement, dated January 1, 1999, by and between
Vanguard Airlines, Inc.
and Xxxx X. XxXxxxxx
Notice of Exercise
(a) I acknowledge that I have received the foregoing option
and the attachments referenced in it and I understand that all
rights and liabilities with respect to this option are set forth
in the option and the Agreement; and
(b) I acknowledge that as of the date of grant of this
option, this option and its exhibits set forth the entire
understanding between myself and the Company and its affiliates
regarding the acquisition of stock in the Company and supersedes
all prior oral and written agreements on that subject with the
exception of the following agreements only:
NONE _________
OTHER ________
OPTIONEE: Xxxx X. XxXxxxxx
Signature: /s/ Xxxx X. XxXxxxxx
Address: 000 XX Xxxxxx Xxxxx
Gladstone, MO 64116
Social Security Number: xxx-xx-xxxx
