INTRAV, INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT is made this ____ day of ______________, ____, by
and between INTRAV, Inc. (the "Company") and ____________________________
("You" or "Your").
RECITALS:
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A. You are an employee of the Company.
B. The Company wishes to enter into this Stock Option Agreement
to secure for the Company the benefits of the incentive inherent in
common stock ownership by a key employee of the Company who is largely
responsible for the Company's future growth and continued financial
success, and to afford You the opportunity to obtain or increase a
proprietary interest in the Company and, thereby, to have an opportunity
to share in its success.
C. The granted option shall be a non-qualified stock option,
which does not satisfy the requirements of Section 422 of the Internal
Revenue Code.
NOW, THEREFORE, it is hereby agreed as follows:
1. Definitions. When used in this Agreement, the following
terms shall have the following meanings:
(a) "Agreement" shall mean this Stock Option Agreement.
(b) "Discharge" shall mean Termination of Employment other
than a Termination of Employment resulting solely from Your
initiative without undue influence or coercion on You caused by
the Company.
(c) "Discharge for Aggravated Cause" shall mean a
Discharge (i) because You commit a dishonest or illegal act that
causes harm to the Company, (ii) because You intentionally subvert
the best interest of the Company, or (iii) because of gross
negligence by You in the performance of the duties reasonably
assigned to You of the type You were performing at the time this
Agreement was executed.
(d) "Expiration Date" is defined in Paragraph 3.
(e) "Fair Market Value" shall mean the price per share of
the common stock of the Company prevailing on a national
securities exchange which is registered under the Securities
Exchange Act of 1934; or, if the security is not traded on such a
national securities exchange, the mean between the current bid and
asked prices, as determined by the Company in good faith, for the
security quoted by persons independent of the Company and any of
its affiliates; and in the case there is no generally recognized
market for the security, the fair market value as determined in
good faith by the Company.
(f) "Grant Date" shall mean the date of this Agreement.
(g) "Option Price" shall mean $_______ per share.
(h) "Optioned Shares" is defined in Paragraph 2.
(i) "Purchase Agreement" shall mean a stock purchase
agreement in substantially the form of Exhibit A to this
Agreement.
(j) "Termination of Employment" shall mean termination of
the employment relationship between You and the Company.
2. Grant of Option. Subject to and upon the terms and
conditions of the INTRAV, Inc. 1995 Incentive Stock Plan, and the terms
and conditions set forth in this Agreement, the Company hereby grants to
You an option to purchase up to ______ shares of the Company's common
stock (the "Optioned Shares") from time to time during the option term
at the Option Price.
3. Option Term. This option shall completely expire at the
close of business of the tenth anniversary of the Grant Date (the
"Expiration Date"), unless sooner terminated in accordance with
Paragraph 7. In no event shall any option be exercisable at any time
after its Expiration Date.
4. Option Nontransferable. This option shall be neither
transferable nor assignable by You other than by will or by the laws of
descent and distribution, and may be exercised during Your lifetime only
by You.
5. Exercise Period. Twenty percent of Your Optioned Shares
shall first become exercisable on the first anniversary of the Grant
Date, and an additional twenty percent of the Optioned Shares shall
first become exercisable on each subsequent anniversary of the Grant
Date, provided You are employed continuously by the Company from the
Grant Date to such anniversary, as illustrated by the following
schedule:
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EARLIEST PERCENTAGE OF OPTIONED SHARES
EXERCISE DATE THAT MAY BE EXERCISED
---------------------------------------------------------------------------
First Anniversary 20%
of the Grant Date
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Second Anniversary 40%
of the Grant Date
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Third Anniversary 60%
of the Grant Date
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Fourth Anniversary 80%
of the Grant Date
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Fifth Anniversary 100%
of the Grant Date
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Subject to the provisions of this Agreement, within the specified
term applicable to each of the Optioned Shares, You may purchase any or
all of the Optioned Shares that have become exercisable as described
above or in Paragraph 6 at any time or from time to time. In no event
may You purchase any Optioned Shares before the earliest exercise date
applicable to such shares.
6. Accelerated Dates of Exercise. The dates of exercise
specified in Paragraph 5 shall accelerate should one of the following
provisions become applicable.
(a) Should you die while this option is outstanding, the
executors or administrators of your estate or your heirs or
legatees (as the case may be) shall have the right to exercise
this option for the entire number of shares specified in Paragraph
2. Such right shall lapse and this option shall cease to be
exercisable upon the earlier of (i) the first anniversary of the
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date of your death or (ii) the Expiration Date applicable to each
of such shares. From time to time, in a form acceptable to the
Company, you may designate any person or persons (concurrently,
contingently or successively) to whom the stock option shall be
transferred in the event that you shall die before you fully
exercise the stock option. A beneficiary designation form shall
be effective only when the form is signed by you and filed in
writing with the Company while you are alive, and shall cancel all
beneficiary designation forms that you have previously signed and
filed.
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(b) Should you become permanently disabled, such that you
are unable to perform the material duties of your employment with
the Company, and cease by reason thereof to render periodic
services to the Company at any time during the option term, then
you shall have the right for a period of twelve months (commencing
with the date of such cessation of service status) to purchase the
entire number of shares specified in Paragraph 2; provided,
however, that in no event shall this option be exercisable at any
time after the Expiration Date applicable to each of such shares.
Upon the expiration of the limited period of exercisability or (if
earlier) upon such Expiration Date, this option shall terminate
and cease to be exercisable.
7. Forfeiture of Options. If You incur a Termination of
Employment for any reason other than death or permanent disability (as
defined in Paragraph 6) before the Fifth Anniversary of the Grant Date,
You will forfeit the Optioned Shares that are not yet exercisable on the
date of Your Termination of Employment.
Should You incur a Termination of Employment because of a
Discharge for Aggravated Cause at any time during the option term, You
will forfeit all the Optioned Shares that have not been exercised before
Your Termination of Employment, including Optioned Shares that had
become exercisable pursuant to Paragraph 5.
8. Exercise after Termination of Employment. You may at any
time within one year after Your Termination of Employment exercise
options granted under this Agreement to the extent such options were
exercisable by You on the date of Your Termination of Employment and
were not forfeited in accordance with Paragraph 7. You shall have no
further rights under this Agreement after the expiration of such one
year period, or after the Expiration Date, whichever is earlier.
9. Adjustment in Optioned Shares.
(a) In the event any change is made to the common stock of
the Company issuable under this Agreement by reason of any stock
split, stock dividend, combination of shares, or other change
affecting the outstanding common stock as a class without receipt
of consideration, then appropriate adjustments will be made to (i)
the total number of Optioned Shares and (ii) the Option Price
payable per share in order to reflect such change and thereby
preclude a dilution or enlargement of benefits hereunder.
(b) If the Company is the surviving entity in any merger
or other business combination, then this option, if outstanding
under this Agreement immediately after such merger or other
business combination, shall be appropriately adjusted to apply and
pertain to the number and class of securities which would be
issuable to You in the consummation of such merger or
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business combination if the option were exercised immediately
prior to such merger or business combination, and appropriate
adjustments shall be made to the Option Price payable per share,
provided the aggregate Option Price payable hereunder shall remain
the same.
(c) If the Company is not the surviving entity in a merger
or other business combination, then with respect to the balance of
the Optioned Shares not yet purchased by You, You shall have the
right to receive on the effective date of the merger or other
business combination in exchange for the right to purchase the
Optioned Shares (i) the difference in cash between the Option
Price of said shares and the fair market value of the
consideration per share of common stock of the Company paid as a
result of the merger or combination, if You had the right to
acquire such shares on the effective date under Paragraph 5 or
Paragraph 6 above, and (ii) with respect to shares which You do
not have the right to acquire on the effective date under
Paragraph 5 or Paragraph 6 above, Your right to purchase those
shares shall terminate on the effective date of the merger or
combination.
10. Privilege of Stock Ownership. As holder of this option, You
shall not have any of the rights of a shareholder with respect to the
Optioned Shares until You have exercised the option and paid the Option
Price.
11. Manner of Exercising Option.
(a) In order to exercise this option with respect to all
or any part of the Optioned Shares for which this option is at the
time exercisable, You (or in the case of exercise after Your
death, Your executor, administrator, heir or legatee, as the case
may be) must take the following actions:
(i) Execute and deliver to the Secretary of the
Company a Purchase Agreement; and
(ii) Pay the aggregate Option Price for the purchased
shares in one or more of the following alternative forms:
(A) full payment, in cash or cash equivalents;
or
(B) full payment in shares of common stock of
the Company, by delivering shares that You already own
having a Fair Market Value equal to the Option Price;
or
(C) full payment in a combination of shares of
common stock of the Company valued at Fair Market
Value and cash or cash equivalents, equal in aggregate
to the Option Price; or
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(D) any other form which the Company may in
its discretion approve at the time of exercise of this
option; and
(iii) Furnish to the Company appropriate documentation
that the person or persons exercising the option, if other
than You, have the right to exercise this option.
(b) Options shall be deemed to have been exercised with
respect to the number of Optioned Shares specified in the Purchase
Agreement at such time as the executed Purchase Agreement for such
shares shall have been delivered to the Company. Payment of the
Option Price shall immediately become due and shall accompany the
Purchase Agreement. The Fair Market Value of shares tendered in
payment of the Option Price shall be determined as of such date.
As soon thereafter as practical, the Company shall mail or deliver
to You or to the other person or persons exercising this option a
certificate or certificates representing the shares so purchased
and paid for.
12. Compliance with Laws and Regulations.
(a) The exercise of this option and the issuance of
Optioned Shares upon such exercise shall be subject to compliance
by the Company and You with all applicable requirements of law
relating thereto.
(b) In connection with the exercise of this option, You
shall execute and deliver to the Company such representations in
writing as may be requested by the Company in order for it to
comply with the applicable requirements of federal and state
securities laws.
13. Successors and Assigns. Except to the extent otherwise
provided in Paragraph 4, the provisions of this Agreement shall inure to
the benefit of, and be binding upon, Your successors, administrators,
heirs, legal representatives and assigns and the successors and assigns
of the Company.
14. No Employment or Service Contract. Except to the extent the
terms of any employment or service contract between the Company and You
may expressly provide otherwise, no provision of this Agreement shall be
construed so as to grant You any right to remain as an employee of the
Company or its parent or subsidiary corporations, if any, for any period
of specific duration.
15. Notices. Any and all notices referred to or relating to
this Agreement shall be furnished in writing and delivered in person or
sent by registered mail to the representative parties at the addresses
following their signatures to this Agreement or at an address given in a
notice that complies with the terms of this Paragraph. A copy
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of all notices shall be sent to the Company at INTRAV, Inc., 0000
Xxxxxxxx Xxxxxx, Xx. Xxxxx, XX 00000.
16. Withholding. If You acquire Optioned Shares, the Company
shall not deliver or otherwise make such shares available to You until
You pay to the Company in cash (or any other form acceptable to the
Company) the amount necessary to enable the Company to remit to the
appropriate government entity or entities on Your behalf the amount
required to be withheld from Your wages with respect to such
transaction.
If, after a reasonable period of time after You exercise this
option, You have failed to remit to the Company the amount necessary to
enable the Company to remit to the appropriate government entity or
entities on Your behalf the amount required to be withheld from Your
wages with respect to such transaction, You hereby authorize, and
explicitly grant a power of attorney, to the Company to sell on Your
behalf such number of the Option Shares as is necessary for the Company
to obtain such amount.
17. Construction. This Agreement and the option evidenced
hereby are in all respects limited by and subject to the express terms
and provisions of this Agreement. All decisions of the Company with
respect to any question or issue arising under this Agreement shall be
conclusive and binding on all persons having an interest in this option.
18. Governing Law. The interpretation, performance, and
enforcement of this Agreement shall be governed by the laws of the State
of Missouri.
19. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed in duplicate on its behalf by its duly authorized officer and
You have also executed this Agreement in duplicate, all as of the day
and year indicated above.
COMPANY
By: _______________________________
Xxxxx X. Xxxxx XX
Executive Vice President &
Chief Financial Officer
Name: _____________________________
Address: __________________________
____________________________________
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EXHIBIT A
STOCK PURCHASE AGREEMENT
This Agreement is made as of this _____ day of ________________,
_____, by and among INTRAV, Inc. (the "Company") and ___________________
("You or "Your"), the holder of a stock option under the Stock Option
Agreement ("Option Agreement") and ______________________, Your spouse.
I. EXERCISE OF OPTION
1.1 Exercise. You hereby purchase ___________ shares of common
stock of the Company ("Purchased Shares") pursuant to that certain
option ("Option") granted to You on __________________ ("Grant Date")
under the Option Agreement to purchase up to __________ shares of the
Company's common stock (the "Optioned Shares") at an option price
determined pursuant to Paragraph 1(g) of the Option Agreement.
1.2 Payment. Concurrently with the delivery of this Agreement
to the Secretary of the Company, You shall pay the aggregate Option
Price for the Purchased Shares in accordance with the provisions of the
Option Agreement and shall deliver whatever additional documents may be
required by the Option Agreement as a condition for exercise.
II. MISCELLANEOUS PROVISIONS
2.1 Power of Attorney. Your spouse hereby appoints You his or
her true and lawful attorney in fact, for him or her and in his or her
name, place and stead, and for his or her use and benefit, to agree to
any amendment or modification of this Agreement and to execute such
further instruments and take such further actions as may reasonably be
necessary to carry out the intent of this Agreement. Your spouse
further gives and grants unto You as his or her attorney in fact full
power and authority to do and perform every act necessary and proper to
be done in the exercise of any of the foregoing powers as fully as he or
she might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that
You shall lawfully do and cause to be done by virtue of this power of
attorney.
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IN WITNESS WHEREOF, the parties have executed this Agreement on
the day and year first indicated above.
COMPANY
By: ______________________________
Title: ___________________________
Address: _________________________
___________________________________
___________________________________
You:_______________________________
Address: _________________________
___________________________________
___________________________________
Your Spouse:________________________
Address: __________________________
____________________________________
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INTRAV, INC.
STOCK OPTION AGREEMENT
DATED ________________ WITH ___________________ (THE "AGREEMENT")
BENEFICIARY DESIGNATION
I hereby direct that the stock option granted under the Agreement,
to the extent not fully exercised at the time of my death, shall be
transferred upon my death to ______________________________________________,
if living, or otherwise to _________________________________________________
___________________________________________________________________________.
____________________________________
Date
STATE OF __________________
__________ OF ______________
Subscribed and sworn to before me this _____ day of _______________,
_____.
____________________________________
Notary Public
My Commission Expires:
_________________________
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