EXHIBIT 4.4
Stock Option Agreement
Under the 1997 Stock Plan
of Valley Media, Inc.
This Agreement is made effective as of ________ ___, 199__ (the "Grant
Date"), between Valley Media, Inc., a Delaware corporation (the "Company"), and
the undersigned Optionee.
The Parties Agree as Follows:
1. Option Grant. Subject to all of the terms and conditions of this
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Agreement and of the Company's 1997 Stock Plan (the "Plan"), Optionee will have
an option (the "Option") to purchase __________ shares of the Company's common
stock (the "Shares"), for an exercise price per share equal to $________ (the
"Option Price"). The Option will expire on _______________, ____, _____, and
will be of no further force or effect thereafter. [optional: The Option is
intended to be an Incentive Stock Option ("ISO") within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended.]
2. Vesting and Exercise. The Option will become a Vested Option [on the
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following schedule: [ALTERNATIVE VESTING SCHEDULE] [on the schedule set forth
in Section II.A.(vii) of the Plan]; provided that in each case the Original
Holder of the Option does not suffer a Loss of Eligibility Status prior to each
such vesting date.
3. Representations and Warranties of Optionee. Optionee represents and
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warrants that he or she is acquiring the Option, and will acquire any Shares
obtained upon exercise of the Option, for investment purposes only, for
Optionee's own account, and with no view to the distribution thereof, in a
manner not consistent with the provisions of the Securities Act of 1933.
4. No Employment Rights. This Agreement gives Optionee no right to be
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retained as an employee of the Company and/or its Subsidiaries.
5. Terms of the Plan. Optionee understands that the Plan includes
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important terms and conditions that apply to the Option. Capitalized
terms used and not otherwise defined herein shall have the meanings
ascribed to such terms in the Plan. Those terms include: important
conditions to the right of Optionee to exercise the Option; important
restrictions on the ability of Optionee to transfer the Option or to
Transfer any of the shares of Option Stock received upon exercise of
the Option; and early termination of the Option following the
occurrence of certain events. Optionee has read the plan, agrees to be
bound by its terms, and makes each of the representations required to
be made by Optionee under it. Optionee further acknowledges that the
Company has given no tax advice concerning the Option and has advised
Optionee to consult with his or her own tax or financial advisor about
the tax treatment of the Option and its exercise.
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6. Miscellaneous. Neither this Agreement nor the Option is assignable by
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either party, except as expressly provided herein. All of the covenants and
provisions of this Agreement by or for the benefit of the Company or Optionee
shall bind and inure to the benefit of their respective successors. This
Agreement (including the Plan) constitutes the final and complete expression of
all of the terms of the understanding and agreement between the parties hereto
concerning the subject matter hereof. This Agreement may not be modified,
amended, altered or supplemented except by means of the execution and delivery
of a written instrument mutually executed by the Company and Optionee. This
Agreement shall be construed and governed by the substantive laws of the State
of California.
The parties hereby have entered into this Agreement as of the Grant Date.
Valley Media, Inc.
By:________________________________________
Title:_____________________________________
"Optionee"
Address:
Social Security No.: _______________
Attachments: (1) Consent of Spouse
(2) Amended and Restated 1997 Stock Plan
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