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Exhibit 6.9
FUTUREONE, INC.
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT, dated this ___ day of
_____________, 1999, (being the date this option is granted, herein referred to
as the "Grant Date") by and between FutureOne, Inc., a Nevada corporation
(hereinafter called the "Company"), and _____________ (hereinafter called the
"Optionee"), an employee of the Company.
W I T N E S S E T H:
That the Parties hereto have agreed and do hereby agree as follows:
Section 1. The Company hereby grants to the Optionee the option of
purchasing the number of the Company's shares of Common Stock (hereinafter
called "Shares") at the price and subject to the terms and conditions as
hereinafter set forth.
Section 2. The aggregate number of Shares purchasable is ____________.
Section 3. The option price is $___________ per share.
Section 4. This option is not transferable by the Optionee otherwise
than by will or by the laws of descent and distribution, and is exercisable,
during the lifetime of the Optionee, only by him or his guardian or legal
representative. Furthermore, except as otherwise provided in Sections 6, 7, and
11, this option can be exercised only if the Optionee has remained continuously
from the date this option is granted in the employ of the Company.
Section 5. Notwithstanding any other provision hereof, this option
shall not be exercisable after the expiration of ten years from the date this
option is granted, or upon such earlier expiration date as may be provided by
Sections 6, 7, or 11. This option shall become exercisable to the extent
indicated according to the following schedule:
Period Percent Exercisable
Before the first anniversary of the Grant Date 0%
On or after the first anniversary of the Grant Date
and before the second anniversary of the Grant Date 33 1/3%
On or after the second anniversary of the Grant Date
and before the third anniversary of the Grant Date 66 2/3%
On or after the third anniversary of the Grant Date 100%
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Section 6. If the Optionee shall cease to be employed by the Company by
reason of retirement in accordance with any retirement plan or policy of the
Company then in effect, the Optionee, at any time within the six month period
following such retirement (but within the ten year period specified in Section
5) may exercise the option rights with respect to the remaining shares
purchasable hereunder.
Section 7. If the Optionee shall die while in the employ of the
Company, then within the one year period following his death (but within the ten
year period specified in Section 5) the person entitled by will or the
applicable laws of descent and distribution may exercise the option rights to
the extent that the Optionee was entitled to exercise the same immediately prior
to his death.
Section 8. If the Optionee shall cease to be employed by the Company
for any reason other than retirement or death, this option shall not be
exercisable after the date employment terminates.
Section 9. In consideration of the granting of this option, the
Optionee agrees that he will remain in the employ of the Company for a period of
not less than one year from the date this option is granted, unless his
employment shall be terminated on account of incapacity or with the consent of
the Company. Nothing herein contained shall limit or restrict any right which
the Company would otherwise have to terminate the employment of the Optionee
with or without cause or to adjust his compensation.
Section 10. In the event that at any time prior to the expiration of
this option each of the outstanding Shares (except Shares held by dissenting
shareholders) shall be changed to or exchanged for a different number or kind of
shares of stock or other securities of the Company or of another corporation,
whether through reorganization, recapitalization, stock split-up, combination of
shares, merger or consolidation, then for all purposes of this option (i) there
shall be substituted for each Share purchasable hereunder the number and kind of
shares of stock or other securities into which each such Share shall be so
changed, or for which each such Share shall be so exchanged, (ii) the option
price shall be appropriately adjusted (if necessary) by the Board to reflect
such transaction, and (iii) the shares or securities so substituted for each
such Share shall be subject to purchase at the option price, as adjusted. In the
event that the Company shall issue a stock dividend with respect to the Shares,
the number of Shares then purchasable hereunder shall be adjusted by adding to
each such Share the number of Shares which would have been distributed as a
stock dividend thereon had such Share been outstanding on the record date for
payment of the stock dividend, and each such Share together with said additional
Shares shall be purchasable at the option price, adjusted if necessary to
reflect such dividend. In the event that there shall be any other change in the
number or kind of outstanding Shares or other securities of the Company, or of
any shares of stock or other securities into which Shares shall have been
changed or for which they shall have been exchanged, then the Board may make
such adjustment in the number or kind of shares of stock or other securities
subject to purchase, and the option price, as above provided, as the Board, in
its sole discretion, may determine is equitably required by such change, and
such adjustments so made shall be effective and binding for all purposes of this
option. Anything to the contrary herein notwithstanding, the Optionee shall not
be entitled to purchase a fraction of a Share under this option.
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Section 11. (a) If the Company shall liquidate or dissolve, or shall be
a party to a merger or consolidation with respect to which the Company shall not
be the surviving corporation, the Company shall give written notice thereof to
the Optionee at least thirty days prior thereto. To the extent that this option
shall not have been exercised on or prior to the effective date of such
liquidation, dissolution, merger or consolidation, it shall terminate on said
date, unless it is assumed by another corporation.
(b) Notwithstanding anything to the contrary contained in this
Agreement, this option shall immediately become exercisable in full upon the
occurrence of a "change in control" as defined in paragraph (c).
(c) The term "change in control" shall mean the first to
occur of the following events:
(i) The acquisition by any unrelated person of beneficial
ownership (as that term is used for purposes of the
Securities Exchange Act of 1934 (the "Act")) of 20%
or more of the then outstanding shares of common
stock of the Company or the combined voting power of
the then outstanding voting securities of the Company
entitled to vote generally in the election of
directors. The term "unrelated person" means any
person other than (x) the Company and any subsidiary,
(y) an employee benefit plan or trust of the Company
or any subsidiary, and (z) a person who acquires
stock of the Company pursuant to an agreement with
the Company that is approved by the Board in advance
of the acquisition, unless the acquisition results in
a Change of Control pursuant to section (ii) below.
For purposes of this subsection, a "person" means an
individual, entity, or group, as that term is used
for purposes of the Act, or
(ii) Any tender or exchange offer, merger or other
business combination, sale of assets or contested
election, or any combination of the foregoing
transactions, if the result of such transaction is
that the persons who were directors of the Company
before such transaction shall cease to constitute a
majority of the Board of the Company or any successor
to the Company.
Section 12. Subject to the terms and conditions hereof, this
option may be exercised by delivering to the Company at the office of
its Treasurer a written notice, signed by the person entitled to
exercise the option, of the election to exercise the option and stating
the number of Shares to be purchased. Such notice shall, as an
essential part thereof, be accompanied by the payment of the full
purchase price of the Shares then to be purchased. Upon payment within
the time period specified by the Company of the amount, if any, in
cash, required to be withheld for Federal, state and local tax purposes
on account of the exercise of the option (provided that the Optionee
may at the time of exercise authorize the Company to withhold from his
next salary payment of all or part of the amount, if any, required to
be withheld by the Company on account of such exercise)
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the option shall be deemed exercised as of the date the Company
received such notice. Payment of the full purchase price must be made
in cash, previously-owned shares of Company stock or any combination
thereof. Upon the proper exercise of the option, the Company shall
issue in the name of the person exercising the option, and deliver to
him, a certificate or certificates for the Shares purchased. The
Optionee agrees that as holder of the option he shall have no rights as
shareholder or otherwise in respect of any of the Shares as to which
the option shall not have effectively been exercised as herein
provided.
Section 13. This option shall not be exercisable if such
exercise would violate:
(a) Any applicable state securities law;
(b) Any applicable registration or other requirements
under the Securities Act of 1933, as amended, or
applicable requirements of any stock exchange upon
which shares of the Company's stock trade; or
(c) Any applicable legal requirement of any other
governmental authority.
Furthermore, if a Registration Statement with respect to the Shares to be issued
upon the exercise of this option is not in effect or if counsel for the Company
deems it necessary or desirable in order to avoid possible violation of the
Securities Act of 1933, as amended (the "Act"), the Company may require, as a
condition to its issuance and delivery of certificates for the Shares, the
delivery to the Company of a commitment in writing by the person exercising the
option that at the time of such exercise it is his intention to acquire such
Shares for his own account for investment only and not with a view to, or for
resale in connection with, the distribution thereof; that such person
understands the Shares may be "restricted securities" as defined in Rule 144 of
the Securities and Exchange Commission; and that any resale, transfer or other
disposition of said Shares will be accomplished only in compliance with Rule
144, the Act, or other or subsequent applicable Rules and Regulations
thereunder. The Company may place on the certificates evidencing such Shares an
appropriate legend reflecting the aforesaid commitment and may refuse to permit
transfer of such certificates until it has been furnished evidence satisfactory
to it that no violation of the Act or the Rules and Regulations thereunder would
be involved in such transfer.
Section 14. The Board of Directors shall have authority, subject to the
express provisions of the Company's 1999 Stock Option Plan (the "Plan") and this
Agreement, to establish, amend and rescind rules and regulations relating to the
Plan, and to make all other determinations in the judgment of the Board
necessary or desirable for the administration of the Plan. The Board may correct
any defect or supply any omission or reconcile any inconsistency in the Plan or
in this Agreement in the manner and to the extent it shall deem expedient to
carry the Plan into effect and it shall be the sole and final judge of such
expediency. All actions by the Board under the provisions of this paragraph
shall be conclusive for all purposes.
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Section 15. Notwithstanding any provisions hereof, this option shall be
subject to all of the provisions of the Plan as from time to time in force
consistently with the provisions thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate as of the day and year first above written.
FUTUREONE, INC.
By:
Optionee
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