EXHIBIT 4.1
EXHIBIT "A"
The Orlando Predators Entertainment, Inc. Stock Option Plan
Grant of Incentive Stock Option
Date of Xxxxx:
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THIS GRANT, dated as of the date of grant first stated above (the "Date
of Grant"), is delivered by The Orlando Predators Entertainment, Inc., a
Florida corporation ("Company") to _____________________(the "Grantee"), who
is an employee, officer or director of Company or a consultant of the Company.
WHEREAS, the Board of Directors of Company (the "Board") effective April
__, 1997, adopted The Orlando Predators Entertainment, Inc. Stock Option Plan
(the "Plan");
WHEREAS, the Plan provides for the granting of stock options by the Board
to directors, officers and key employees of Company or consultants of the
Company to purchase, or to exercise certain rights with respect to, shares of
no par value, voting common stock of the Company (the "Stock"), in accordance
with the terms and provisions thereof; and
WHEREAS, the Board considers the Grantee to be a person who is eligible
for a grant of stock options under the Plan, and has determined that it would be
in the best interest of Company to grant the stock options documented herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
SECTION 1. GRANT OF OPTION; VESTING
Subject to the terms and conditions hereinafter set forth, Company, with
the approval and at the direction of the Board, hereby grants to the Grantee, as
of the Date of Grant, an option to purchase up to __________ shares of Stock at
a price of $_________ per share, the fair market value of such shares at the
time of the grant. Such option is hereinafter referred to as the "Option" and
the shares of stock purchasable upon exercise of the Option are hereinafter
sometimes referred to as the "Option Shares." The Option to purchase the Option
Shares shall vest as follows:_________________________________________________.
The vesting shall occur only if the Grantee on the date of the vesting has
continuously served as an employee, officer or director of the Company since the
Date of Grant.
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SECTION 2. EXERCISE OF OPTION
Subject to such further limitations as are provided herein, that portion
of the Option which has vested in accordance with Section 1 shall become
exercisable any time after such vesting date, subject to the limitations set
forth in Section 3 below.
SECTION 3. TERMINATION OF OPTION
3.1 The Option and all rights hereunder with respect thereto, to
the extent such rights shall not have been exercised, shall terminate and
become null and void after the expiration of three(3) years from the Date
of Grant(the "Option Term").
3.2 In the event of the death or disability of the Grantee, the
Option may be exercised by the Grantee or the Grantee's legal representative(s)
at any time within the one year anniversary date of the Grantee's death, but
only to the extent that the Option would otherwise have been exercisable by the
Grantee.
3.3 In the event of that Grantee is no longer a key management
employee, officer or director of the Company, the Option, to the extent
vested, may be exercised by the Grantee or its legal representative(s): (a)
at any time within 90 days after the Grantee is no longer a key management
employee, officer or director if the Option Shares are subject to an S-8
Registration Statement filed with the Securities Exchange Commission; or (b)
at any within one year after the Grantee is no longer a key management
employee, officer or director if the Option Shares are not subject to an S-8
Registration Statement filed with the Securities Exchange Commission.
3.4 Notwithstanding any other provisions set forth herein or in the
Plan, if the Grantee shall (i) commit any act of malfeasance or wrongdoing
affecting Company, (ii) breach any covenant not to compete, or employment
contract, with the Company or any subsidiary of Company, or (iii) engage in
conduct that would warrant the Grantee's discharge for cause (excluding
general dissatisfaction with the performance of the Grantee's duties, but
including any act of disloyalty or any conduct clearly tending to bring
discredit upon or any subsidiary of Company), any unexercised portion of the
Option shall immediately terminate and be void.
SECTION 4. EXERCISE OF OPTIONS
4.1 The Grantee may exercise the Option with respect to all or any
part of the number of Option Shares then exercisable and vested hereunder by
giving the Secretary of Company written notice of intent to exercise. The
notice of exercise shall specify the number of Option Shares as to which the
Option is to be exercised and the date of exercise thereof, which date shall
be at least five days after the giving of such notice unless an earlier time
shall have been mutually agreed upon.
4.2 Full payment (in U.S. dollars) by the Grantee of the option price
for the Option Shares purchased shall be made on or before the exercise date
specified in the notice of exercise in
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cash, or, with the prior written consent of the Board, in whole or in part
through the surrender of previously acquired shares of Stock at their fair
market value on the exercise date.
On the exercise date specified in the Grantee's notice or as soon
thereafter as is practicable, Company shall cause to be delivered to the
Grantee, a certificate or certificates for the Option Shares then being
purchased (out of theretofore unissued Stock or reacquired Stock, as Company
may elect) upon full payment for such Option Shares. The obligations of
Company to deliver Stock shall, however, be subject to the condition that if
at any time the Board shall determine in its discretion that the listing,
registration or qualification of the Option or the Option Shares upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the Option or the issuance or purchase
of Stock thereunder, the Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Board.
4.3 If the Grantee fails to pay for any of the Option Shares
specified in such notice or fails to accept delivery thereof, the Grantee's
right to purchase such Option Shares may be terminated by Company. The date
specified in the Grantee's notice as the date of exercise shall be deemed the
date of exercise of the Option, provided that payment in full for the Option
Shares to be purchased upon such exercise shall have been received by such date.
SECTION 5. ADJUSTMENT OF AND CHANGES IN STOCK OF COMPANY
In the event of a reorganization, recapitalization, change of shares,
stock split, spin-off, stock dividend, reclassification, subdivision or
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure or shares of capital stock of Company, the
Board shall make such adjustment as it deems appropriate in the number and
kind of shares of Stock subject to the Option or in the option price;
provided, however, that no such adjustment shall give the Grantee any
additional benefits under the Option.
SECTION 6. FAIR MARKET VALUE
As used herein, the fair market value of a share of Stock shall
be the value determined by the resolution of the Board of Directors of the
Company.
SECTION 7. NO RIGHTS OF STOCKHOLDERS
Neither the Grantee nor any personal representative shall be, or shall have
any of the rights and privileges of, a stockholder of Company with respect to
any shares of Stock purchasable or issuable upon the exercise of the Option,
in whole or in part, prior to the date of exercise of the Option.
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SECTION 8. NON-TRANSFERABILITY OF OPTION
During the Grantee's lifetime, the Option hereunder shall be
exercisable only by the Grantee or any personal representative, guardian,
conservator or legal representative of the Grantee, and the Option shall not
be transferable except, in case of the death of the Grantee, by will or the
laws of descent and distribution, nor shall the Option be subject to
attachment, execution or other similar process. In no event of (a) any
attempt by the Grantee to alienate, assign, pledge, hypothecate or otherwise
dispose of the Option, except as provided for herein, or (b) the levy of any
attachment, execution or similar process upon the rights or interest hereby
conferred, Company may terminate the Option by notice to the Grantee and it
shall thereupon become null and void.
SECTION 9. EMPLOYMENT NOT AFFECTED
Neither the granting of the Option nor its exercise shall be construed as
granting to the Grantee, if he is an employee of the Company, any right with
respect to continuance of employment of the Company. Except as may otherwise
be limited by a written agreement between the Company and the Grantee, the
right of the Company to terminate at will the Grantee's employment with it at
any time (whether by dismissal, discharge, retirement or otherwise) is
specifically reserved by Company, as the Company or on behalf of the Company
(whichever the case may be), and acknowledged by the Grantee.
SECTION 10. AMENDMENT OF OPTION
The Option may be amended by the Board at any time (i) if the Board
determines, in its sole discretion, that amendment is necessary or advisable
in the light of any addition to or change in the Internal Revenue Code of
1986 or in the regulations issued thereunder, or any federal or state
securities law or other law or regulation, which change occurs after the Date
of Grant and by its terms applies to the Option; or (ii) other than in the
circumstances described in clause (i), with the consent of the Grantee.
SECTION 11. NOTICE
Any notice to Company provided for in this instrument shall be addressed
to it in care of its Secretary of The Orlando Predators Entertainment, Inc.,
at 00 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 and any notice
to the Grantee shall be addressed to the Grantee at the current address shown
on the payroll records of the Company. Any notice shall be deemed to be duly
given if and when properly addressed and posted by registered or certified
mail, postage prepaid.
SECTION 12. INCORPORATION OF PLAN BY REFERENCE
The Option is granted pursuant to the terms of the Plan, the terms of
which are incorporated herein by reference, and the Option shall in all
respects be interpreted in accordance with the Plan. The Board shall
interpret and construe the Plan and this instrument, and its interpretations
and
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determinations shall be conclusive and binding on the parties hereto and any
other person claiming an interest hereunder, with respect to any issue
arising hereunder or thereunder.
SECTION 13. GOVERNING LAW
The validity, construction, interpretation and effect of this
instrument shall exclusively be governed by and determined in accordance
with the law of the State of Florida.
IN WITNESS WHEREOF, Company has caused its duly authorized officers to
execute and attest this Grant of Incentive Stock Option, and to apply the
corporate seal hereto, and the Grantee has placed his or her signature
hereon, effective as of the Date of Grant.
THE ORLANDO PREDATORS
ENTERTAINMENT, INC., a Florida corporation
By:
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Name:
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Title:
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ACCEPTED AND AGREED TO:
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Grantee
