EXHIBIT 10.8
FORM OF STOCK OPTION AGREEMENT FOR REGISTRANT'S 1992 STOCK INCENTIVE PLAN, AS
AMENDED
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is entered into,
effective as of _____________, by REDHOOK ALE BREWERY, INCORPORATED, a
Washington corporation (the "Company"), and _____________ (the "Holder").
R E C I T A L S
A. The Company has adopted the Redhook Ale Brewery Incorporated 1992 Stock
Incentive Plan (the "Plan"), a copy of which has been delivered to the Holder
prior to the signing of this Agreement (capitalized terms that are used but not
defined in this Agreement will have the meanings given those terms in the Plan).
B. The Committee has designated the Holder to receive an Incentive Stock
Option under the Plan.
NOW, THEREFORE, the Company and the Holder covenant and agree as follows:
1. GRANT OF THE OPTION. The Company hereby grants to the Holder an
Incentive Stock Option (the "Option") to acquire from the Company _____________
shares of the Common Stock of the Company, $.005 par value per share (the
"Common Stock"), at the price of $_____________ per share (the "Option Price").
The Option is subject to all of the provisions of this Agreement and the Plan.
2. TERM OF THE OPTION. Unless earlier terminated in accordance with the
provisions of the Plan, the Option will terminate on the earliest to occur of
the following: (a) the expiration of three (3) months following the termination
without cause of the Holder's employment with the Company for any reason other
than death or Disability; (b) the expiration of six (6) months following the
termination of the Holder's employment with the Company by reason of death or
Disability; (c) the termination of the Holder's employment with the Company for
cause (as that term is used in Section 10.2(b) of the Plan); and (d)
_____________.
3. VESTING. The Option will vest and become exercisable (a) as to twenty
percent (20%) of the shares subject thereto on _____________, and (b) as to an
additional twenty percent (20%) of the shares subject thereto on _____________
of each succeeding year through and including _____________; PROVIDED, HOWEVER,
that, if the Holder's employment with the Company terminates for any reason
other than death or Disability, the Option will not vest further following such
termination. If the Holder's employment with the Company terminates by reason of
death or Disability, then, notwithstanding the foregoing vesting schedule, the
Option will immediately vest and become exercisable in full.
4. OTHER LIMITATIONS ON THE OPTION. The Option is subject to all of the
provisions of the Plan, including but not limited to Section 4.2 (which permits
adjustments to the Option upon the occurrence of certain corporate events such
as stock dividends, extraordinary cash dividends, reclassifications,
recapitalizations, reorganizations, split-ups, spin-offs, combinations,
exchanges of shares, and warrants or rights offerings) and Section 10.1 (which
will apply in the event of an Approved Transaction or Control Purchase).
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5. EXERCISE OF THE OPTION. In order to exercise the Option, the Holder
must do the following:
(a) deliver to the Company a written notice, in the form of the
attached Exhibit A, specifying the number of shares of Common Stock for which
the Option is being exercised;
(b) surrender this Agreement to the Company;
(c) tender payment of the aggregate Option Price for the shares for
which the Option is being exercised, which amount may be paid
(i) in cash or by cashier's check;
(ii) if approved by the Committee, in its sole discretion, at the
time of exercise, by delivery of a promissory note upon such terms and
conditions as the Committee, in its sole discretion, determines;
(iii) by delivery to the Company of shares of Common Stock that (A)
have a Fair Market Value, as of the date of exercise, equal to the
aggregate Option Price payable, and (B) have been held by the Holder for
at least year one (1) year prior to the date of exercise; or
(iv) by such other means as the Committee, in its sole discretion,
shall permit at the time of exercise;
(d) pay, or make arrangements satisfactory to the Committee for
payment to the Company of, all federal, state and local taxes, if any, required
to be withheld by the Company in connection with the exercise of the Option; and
(e) execute and deliver to the Company any other documents required
from time to time by the Committee in order to promote compliance with
applicable laws, rules and regulations.
6. DELIVERY OF SHARE CERTIFICATE. As soon as practicable after the Option
has been duly exercised, the Company will deliver to the Holder a certificate
for the shares of Common Stock for which the Option was exercised. Unless the
Option has expired or been exercised in full, the Company and the Holder agree
to execute a new Incentive Stock Option Agreement, covering the remaining shares
of Common Stock that may be acquired upon exercise of the Option, which will be
identical to this Agreement except as to the number of shares of Common Stock
subject thereto. In lieu of replacing this Agreement in such manner, the Company
may affix to this Agreement an appropriate notation indicating the number of
shares for which the Option was exercised and return this Agreement to the
Holder.
7. NONTRANSFERABILITY. The Option is not transferable other than by will
or the laws of descent and distribution, and the Option may be exercised during
the lifetime of the Holder only by the Holder or his or her court appointed
legal representative.
8. ACCEPTANCE OF OPTION. By executing this Agreement, the Holder accepts
the Option, acknowledges receipt of a copy of the Plan and agrees to comply with
all of the provisions of the Plan and this Agreement.
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9. NO RIGHT TO EMPLOYMENT. Nothing contained in this Agreement shall
confer or be construed to confer on the Holder any right to continue in the
employ of the Company or interfere in any way with the right of the Company to
terminate the employment of the Holder at any time, with or without cause
(subject, however, to the provisions of any written employment agreement between
the Holder and the Company).
10. RIGHTS AS SHAREHOLDER. The Holder will have no rights as a shareholder
of the Company on account of the Option or on account of shares of Common Stock
which will be acquired upon exercise of the Option (but with respect to which no
certificates have been delivered to the Holder).
11. TAX WITHHOLDING. The Holder agrees to pay, or make arrangements
satisfactory to the Committee for payment to the Company of, all federal, state
and local taxes required to be withheld by the Company in connection with the
exercise of the Option or any sale, transfer or other disposition of any shares
of Common Stock acquired upon exercise of the Option. If the Holder fails to do
so, then the Holder hereby authorizes the Company to deduct all or any portion
of such taxes from any payment of any kind otherwise due to the Holder.
12. FURTHER ASSURANCES. The Holder agrees to from time to time execute
such additional documents as the Company may reasonably require in order to
effectuate the purposes of the Plan and this Agreement.
13. BINDING EFFECT. This Agreement shall be binding upon the Holder and
his or her heirs, successors and assigns.
14. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement, together with the
Plan, constitute the entire agreement and understanding between the Company and
the Holder regarding the subject matter hereof. No modification of the Option or
this Agreement, or waiver of any provision of this Agreement or the Plan, shall
be valid unless in writing and duly executed by the Company and the Holder. The
failure of any party to enforce any of that party's rights against the other
party for breach of any of the terms of this Agreement shall not be construed as
a waiver of such rights as to any continued or subsequent breach.
15. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Washington.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
"Company" REDHOOK ALE BREWERY,
INCORPORATED
By ______________________________
Xxxx Xxxxxxx, President
"Holder" ____________________________________
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FORM OF EXERCISE OF OPTION
To: REDHOOK ALE BREWERY, INCORPORATED
0000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
The undersigned holds Option Number ISO92-_____________ (the "Option"),
represented by an Incentive Stock Option Agreement dated effective as of
_____________, (the "Agreement"), granted to the undersigned pursuant to the
Redhook Ale Brewery Incorporated 1992 Stock Incentive Plan (the "Plan"). The
undersigned hereby exercises the Option and elects to purchase _______________
shares of Common Stock of Redhook Ale Brewery, Incorporated (the "Shares")
pursuant to the Option. This notice is accompanied by full payment of the Option
Price for the Shares, in cash or by cashier's check or in another manner
permitted by Section 5(c) of the Agreement. The undersigned has also paid, or
make arrangements satisfactory to the Committee administering the Plan for
payment of, all federal, state and local taxes, if any, required to be withheld
by the Company in connection with the exercise of the Option.
Date: __________________, 199__.
______________________________________
Name of Holder
EXHIBIT A
