Exhibit 4.5
FREESEAS INC.
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STOCK OPTION AGREEMENT
1. GRANT OF OPTION. As of the _____ day of ___________, 2005, FREESEAS
INC., a Xxxxxxxx Islands corporation (the "Company"), hereby grants to (the
"Optionee"), a stock option (the "Option") to acquire shares of Common Stock,
US$.001 par value, of the Company (the "Shares") pursuant to the Company's 2005
Stock Incentive Plan (the "Plan"), which is incorporated herein for all
purposes. Optionee agrees to be bound by all of the terms and conditions of the
Plan and this Stock Option Agreement (the "Agreement").
2. DEFINITIONS. Unless otherwise provided herein, terms used herein
that are defined in the Plan and not defined herein shall have the meanings
attributed thereto in the Plan.
3. EXERCISE PRICE. The exercise price per share of the Shares subject
to the Option is US$5.00.
4. EXERCISE SCHEDULE. Except as otherwise provided in the Plan, the
Option shall be exercisable as follows:
No. of Shares for Which
Option will Be Exercisable Date of Exercisability
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Immediately
________, 2006
________, 2007
5. METHOD OF EXERCISE OF OPTION.
5.1 NOTICE OF EXERCISE. Optionee shall notify the Company of
an exercise under the Option by sending Notice of Exercise in the form of
Exhibit A attached hereto by registered or certified mail, return receipt
requested, addressed to its principal office, or by hand delivery to such
office, properly receipted, which Notice of Exercise shall be accompanied by
Optionee' check payable to the order of the Company for the full option price of
the Shares purchased (unless Optionee elects to exercise this Option as provided
in Subsection 5.2). As soon as practicable after the receipt of such written
notice, the Company shall deliver or cause to be delivered to the Optionee a
certificate or certificates issued in Optionee's name evidencing the Shares
purchased by Optionee hereunder.
5.2 NET ISSUE EXERCISE. In lieu of exercising this Option,
Optionee may elect to receive shares equal to the value of this Option (or the
portion thereof being exercised) by surrender of this Option at the principal
office of the Company, together with notice of such election in the
form of Exhibit A hereto, in which event the Company shall issue to Optionee a
number of shares of the Company's Common Stock computed using the following
formula:
X = Y(A-B)
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A
Where X = The number of shares of Common Stock to be issued to Optionee.
Y = The number of shares of Common Stock purchasable under
this Option (as adjusted to the date of such calculation).
A = The "fair market value" of one share of the Company's
Common Stock, "fair market value" meaning the closing sales
price, or if no sales price, the average of the closing bid
and asked prices, of the Company's Common Stock on the OTC
Bulletin Board, Nasdaq or any exchange on which the Common
Stock is traded.
B = Exercise price per share of this Option (as adjusted to the
date of such calculation).
6. SHARES OF COMMON STOCK AS INVESTMENT. By accepting the Option,
Optionee agrees that any and all Shares purchased upon the exercise hereof,
unless registered at the time of purchase under the Securities Act of 1933, as
amended, shall be acquired for investment and not for distribution, and upon the
issuance of any or all of the Shares subject to the Option, Optionee shall
deliver to the Company a representation in writing that such Shares are being
acquired in good faith for investment and not with a view to resale or
distribution. The Company may place an appropriate restrictive legend on the
certificate or certificates evidencing such Shares.
7. TRANSFERABILITY OF OPTION. The Option is not transferable otherwise
than by will or the laws of descent and distribution and during the lifetime of
the Optionee is exercisable only by the Optionee.
8. TERMINATION OF OPTIONS.
8.1 RESIGNATION OR TERMINATION OF EMPLOYMENT. In the event the
employment of Optionee by the Company is terminated by the Company or if the
Optionee shall resign from the Company, the Option shall remain exercisable as
set forth herein.
8.2 DEATH. If the Optionee dies while employed by the Company,
and if this Option shall have become exercisable under the provisions of Section
4 of this Agreement, this Option may, subject to the provisions of Subsection
8.4, be exercised by a legatee or legatees of such Option under such Optionee's
last will or by Optionee's personal representatives or distributees at any time
within one year after Optionee's death. Any portion of the Option that has not
become exercisable under the provisions of Section 4 of this Agreement shall
immediately expire upon the death of the Optionee.
8.3 DISABILITY. If the Optionee becomes disabled while
employed by the Company and such disability is the cause of termination of
employment, the Option shall immediately expire upon the termination of
employment due to the disability.
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8.4 LIMITATION. The Option may not be exercised pursuant to
this Section 8 except to the extent that the Optionee was entitled to exercise
the Option, or any part thereof, at the time of termination of employment, death
or disability of Optionee, and in any event may not be exercised pursuant to
this Agreement after 10 years from the date of grant of such Option.
9. NO RIGHTS AS SHAREHOLDER. Optionee shall have no rights as a
shareholder with respect to the Shares as to which the Option shall not have
been exercised as herein provided.
10. GOVERNING LAW. This Agreement shall be governed in accordance with
the internal laws of the Xxxxxxxx Islands.
11. INTERPRETATION. The Optionee accepts this Option subject to all the
terms and provisions of the Plan and this Agreement. The undersigned Optionee
hereby accepts as binding, conclusive and final all decisions or interpretations
of the Committee upon any questions arising under the Plan and this Agreement.
12. NON-GUARANTEE OF EMPLOYMENT. Nothing in this Agreement shall confer
upon Optionee any right to continued employment with the Company or interfere in
any way with the right of the Company to terminate the employment of the
Optionee at any time.
COMPANY:
FREESEAS INC.
By:
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Name:
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Title:
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OPTIONEE:
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Xxxxxx X. Gourdomichalis
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EXHIBIT A
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FREESEAS INC.
NOTICE OF EXERCISE
OF
STOCK OPTION AGREEMENT
To the Secretary of FREESEAS INC.
Pursuant to the FREESEAS INC. 2005 Stock Incentive Plan (the
"Agreement"), I hereby exercise the Option thereunder to the extent of ______
shares of Common Stock and (a) enclose my payment in the amount of $____________
in accordance with Subsection 5.1 of the Agreement ([ ] check here if
applicable) or (b) elect to use the Net Issue Exercise procedure set forth in
Subsection 5.2 of the Agreement ([ ] check here if applicable).
Dated:
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Optionee
Address:
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