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EXHIBIT 10.1
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is made and entered into this 26th day of
October, 2000 by and between XXXXXXXXXXXXXX.XXX, INC., a Florida corporation
(the "Company") and XXX XXXXXXXX, D.V.M. ("Grantee").
WITNESSETH:
WHEREAS, the Company and Grantee have entered into a Content License
Agreement pursuant to which Grantee is providing to the Company certain textual,
graphic and other content for the Company's Web site pursuant to the terms of
such agreement; and
WHEREAS, as consideration for entering into such Content License
Agreement and the performance by Grantee of his/her obligations thereunder, the
parties desire to enter into this Agreement pursuant to which the Company will
provide to Grantee options to purchase shares of the Class A Common Stock of the
Company.
AGREEMENT:
NOW, THEREFORE, the parties hereto, in consideration of the foregoing,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, hereby agree and follows:
1. GRANT OF OPTION. Subject to the provisions set forth herein, and in
consideration of the representations, warranties, covenants and agreements of
Grantee herein provided, the Company hereby grants to the Grantee an option
("Option") to purchase from the Company up to a maximum of 7,500 shares (the
"Option Shares") of the $.001 par value Class A Common Stock of the Company (the
"Common Stock") under the terms of award, purchase price, vesting schedule and
other terms as set forth hereinbelow. At the time of exercise of the Option,
payment of the purchase price must be made in cash or, if the Company in its
discretion agrees to so accept then, by delivery to the Company of other Common
Stock owned by the Grantee valued at its fair market value on the date of
exercise, or in some combination of cash and such Common Stock so valued, or
such other methods of payment authorized by the Company's board of directors
("Board of Directors"). Upon the exercise of the Option, the Company shall have
the right to withhold or have the Grantee remit to the Company, in any such
manner or combination of manners as it determines in its discretion, an amount
sufficient to satisfy all federal, state and local withholding tax requirements
prior to the delivery by the Company of any certificate for shares of Common
Stock.
2. OTHER TERMS OF AWARD AND OPTION.
(a) No award shall be effective or valid without and except upon the
execution and delivery by Grantee to the Company of this Agreement. The Option
granted hereunder shall be
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a non-qualified stock option (i.e., non-statutory and not subject to the
provisions of Section 422 of the Internal Revenue Code).
(b) The exercise price per share for the Option Shares shall be ONE
AND 04/100 DOLLARS ($1.04) per share.
(c) The Option granted hereunder shall be fully vested as of the
effective date of the award of such Option.
(d) To the extent vested at any time, the Option may be exercised,
in whole or in part.
(e) In the event of any stock dividend, stock split, reverse stock
split, recapitalization, combination, reclassification or similar change in the
capital structure of the Company, appropriate adjustments shall be made in the
number and class of shares of any outstanding Options.
(f) The Option, to the extent not exercised prior thereto, shall
terminate and be deemed canceled upon the fifth (5th) anniversary of this
Agreement without notice or further action by the Company.
3. CERTAIN CONDITIONS TO EXERCISE. The exercise of the Option is
conditioned upon the acceptance by Grantee of the terms of the grant as
evidenced by Grantee's execution of this Agreement and as otherwise set forth in
the Notice of Grant, and the return of an executed copy of this Agreement and
the Notice of Exercise set forth on EXHIBIT "A" to the Secretary of the Company
pursuant to Section 5 hereunder. Exercise of the Option may, in the sole
discretion of the Board of Directors, also be conditioned upon Grantee's
execution and delivery to the Company of (i) a stock purchase agreement between
the Grantee and the Company, which agreement shall contain certain reasonable
substantive provisions and customary representations, warranties and covenants
by the Grantee, and/or (ii) a shareholder buy/sell agreement which may, among
other things, place restrictions on the Grantee's right to assign, sell, devise,
bequeath, pledge, transfer or otherwise dispose of the acquired Common Stock.
4. DEATH. In the event of Grantee's death, Grantee's estate shall have
a period of ninety (90) days from the date of such occurrence to exercise the
Option, either in part or in full. At the end of such ninety (90) day period,
all unexercised Options shall immediately be canceled and terminate without
notice or any further action on the part of the Company.
5. NOTICE OF EXERCISE. Written notice of an election to exercise any of
the Options (such notice of exercise to be substantially in the form of EXHIBIT
"A" hereto) shall be given by Grantee, or Grantee's personal representative in
the event of Grantee's death, (i) by delivering such notice and a copy of this
Agreement to the principal executive offices of the Company no later than ten
(10) days prior to the intended exercise date, or (ii) by mailing such notice
and a copy of this
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Agreement, postage prepaid, addressed to the Secretary of the Company at the
principal executive offices of the Company postmarked at least ten (10) business
days prior to the intended exercise date. Such notice shall only be effective if
accompanied by payment in full (in form provided for in Section 1 above) for the
Option Shares being purchased as set forth in the notice of exercise.
6. TRANSFERABILITY. During the lifetime of Grantee, the Option may be
exercised only by Grantee and may not be transferred in any manner other than by
will or the applicable laws of descent or distribution. The Option shall not
otherwise be transferred, assigned, pledged or hypothecated for any purpose
whatsoever and is not subject, in whole or in part, to execution, attachment, or
similar process. Any attempted assignment, transfer, pledge or hypothecation or
other disposition of the Option, other than in accordance with the terms set
forth herein, shall be void and of no effect. Notwithstanding the foregoing, the
Option may be transferred to the spouse or lineal descendant of Grantee, to the
trustee of a trust for the primary benefit of a spouse or lineal descendent or
to a partnership in which the spouse and lineal descendants are the only
partners. Such transferee shall be subject to all of the terms and provisions of
this Agreement.
7. NO SHAREHOLDER RIGHTS OR RIGHTS TO EMPLOYMENT. Neither Grantee nor
any other person entitled to exercise the Option under the terms hereof shall
be, or have any of the rights or privileges of, a shareholder of the Company in
respect of any of the shares of Common Stock issuable on exercise of the Option,
unless and until the purchase price for such shares shall have been paid in full
and such purchase is recorded on the books of the Company by the Secretary of
the Company. Further, the granting of this Option shall not be deemed to grant
or create any right or entitlement to Grantee of current or future engagement or
employment by the Company or any of its affiliates.
8. DELIVERY AND CANCELLATION OF AGREEMENT. In the event the Option
shall be exercised in whole, this Agreement shall be surrendered to the Company
for cancellation. If the Option shall be exercised in part, or a change in the
number or designation of the Option Shares shall be made, this Agreement shall
be delivered by Grantee to the Company for the purpose of making appropriate
notation thereon, or of otherwise reflecting, in such manner as the Company
shall determine, the partial exercise or the change in the number or designation
of the Option Shares.
9. GOVERNING LAW. The Option and this Agreement shall be construed,
administered and governed in all respects under and by the laws of the State of
Florida.
10. LEGENDED SHARES. Grantee understands and acknowledges that the
certificates representing any shares of Common Stock purchased by Grantee
regarding the Option being granted hereunder, may have a legend placed on such
certificates indicating that the shares represented by such certificates are
subject to certain restrictions imposed under Federal and state securities laws,
as well as by the Company and its shareholders pursuant to formal agreement.
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11. GRANTEE REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS. The
Grantee covenants and agrees that he is acquiring the Option upon and subject to
the express condition that Grantee's subsequent purchase of any shares of Common
Stock upon exercise thereof will be made for investment purposes only and not
with a view to the resale or distribution of such shares unless the same, at the
time of their issuance and delivery, shall be registered under the Securities
Act of 1933, as amended (the "1933 Act"), or alternatively, at some time
following such acquisition, their resale is determined by counsel for the
Company, in its sole discretion, to be exempt from registration requirements of
the 1933 Act and of any applicable securities law, regulation or filing. The
Grantee is aware that (i) the Company has not registered any class of its
securities under Federal or state securities laws, (ii) the Company is under no
obligations, and Grantee has no right to require the Company, to register any of
the Option Shares that may be acquired by Grantee pursuant to the Option, (iii)
the Option Shares may be subject to certain restrictions pursuant to a formal
agreement by the Company and one or more of its shareholders, including Grantee,
and (iv) accordingly, no market exists for the resale of such shares to the
public, it is possible that no market will exist for such shares, and the
Grantee should consider the Option Shares to be illiquid.
12. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement, including all exhibits and
schedules referenced herein and attached hereto, constitutes the entire
agreement between the parties hereto pertaining to the subject matters hereof,
and supersedes all negotiations, preliminary agreements, and all prior and
contemporaneous discussions and understandings of the parties in connection with
the subject matters hereof.
(b) AMENDMENTS. No change, modification or termination of any of the
terms, provisions, or conditions of this Agreement shall be effective unless
made in writing and signed or initialed by all parties hereto, their successors
and assigns.
(c) SEPARABILITY. If any paragraph, subparagraph or other provision
of this Agreement, or the application of such paragraph, subparagraph or
provision, is held invalid, then the remainder of the Agreement, and the
application of such paragraph, subparagraph or provision to person or
circumstances other than those with respect to which it is held invalid, shall
not be affected thereby.
(d) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors, personal representatives, heirs and assigns.
(e) SURVIVABILITY. The rights, responsibilities, duties,
representations and warranties of the parties hereto, and the covenants and
agreements herein contained, shall survive any closing and the execution hereof,
and shall continue to bind the parties hereto, and shall continue in full force
and effect until each and every obligation of the parties hereto pursuant to
this Agreement and any document or agreement incorporated herein by reference
shall have been fully performed.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
XXXXXXXXXXXXXX.XXX, INC.
By: /s/ Xxxx Xxxxx
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[Date] Xxxx Xxxxx
Its: Vice President and Director
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"Company"
/s/ Xxxxxx X. Xxxxxxxx
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[Date] XXXXXX X. XXXXXXXX, D.V.M.
"Grantee"
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EXHIBIT A
XXXXXXXXXXXXXX.XXX, INC.
NOTICE OF EXERCISE OF STOCK OPTION
TO: XXXXXXXXXXXXXX.XXX, INC.
00000 Xxxxx Xxxx Xxxxx Xxxxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
Attention: Corporate Secretary
The undersigned hereby irrevocably elects to exercise certain of the
purchase rights granted under the Stock Option Agreement dated as of
_______________ (the "Option Agreement") and the subsequent Notice of Grant
dated as of ___________________, between XxxxXxxxxxxXxx.xxx, Inc. (the
"Company") and the undersigned ("Grantee"). The undersigned Grantee hereby
exercises his/her right to purchase _______________________ (______) shares of
the Common Stock of the Company, and herewith makes full payment of
______________________________________________ Dollars ($__________________)
therefor.
DATED:
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Signature
Name:
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Address:
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