EXHIBIT 4.2
LEADING EDGE PACKAGING, INC.
AGREEMENT UNDER 1996 INCENTIVE STOCK OPTION PLAN
AGREEMENT dated as of , 19 (the "Grant Date") by and
between Leading Edge Packaging, Inc., a Delaware corporation, with its principal
office at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 (the
"Company"), and (the "Optionee");
WITNESSETH THAT:
WHEREAS, the Company has adopted the 1996 Incentive Stock Option Plan (the
"Plan") providing for options to purchase shares of the Company's common stock
(the "Stock") to be granted to certain key employees of the Company or any
subsidiary corporation, as defined in Section 424(f) of the Internal Revenue
Code of 1986, as amended (the "Subsidiary"); and
WHEREAS, the Optionee is a key employee of the Company or a Subsidiary and
the Company desires the Optionee to remain in such employ by providing the
Optionee with a means to acquire or to increase the Optionee's proprietary
interest in the Company's success;
NOW, THEREFORE, in consideration of the covenants and agreements herein set
forth, the parties hereby mutually covenant and agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions of the Plan, a
copy of which is attached hereto and made a part hereof, and this Agreement, the
Company grants to the Optionee the option to purchase from the Company all or
any part of an aggregate number of shares of Stock (hereinafter such shares
of Stock are referred to as the "Optioned Shares" and the option to purchase the
Optioned Shares is referred to as the "Option").
2. OPTION PRICE. The option price to be paid for the Optioned Shares
shall be Dollars ($ ) per share, which is not less than the greater of
(a) 110% of the fair market value of the Optioned Shares on the Grant Date and
(b) the initial public offering price per share sold pursuant to the
Registration Statement and Prospectus filed in connection therewith. For
purposes of this Agreement, fair market value shall be determined in accordance
with Section 5(a)(1) of the Plan.
3. EXERCISE OF OPTION. Subject to the terms and conditions of the Plan
and this Agreement, the Option may be exercised by the Optionee while in the
employ of the Company or any Subsidiary, in whole or in part, from time to time,
on or before ten (10) years after the Grant Date (the "Terminal Date"), but
subject to the following conditions and limitations:
(a) The Option may not be exercised in whole or in part before twelve
months after the Grant Date;
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(b) Up to one-third (1/3) of the Optioned Shares may be exercised at
any time after twelve months after the Grant Date;
(c) Up to an additional one-third (1/3) of the Optioned Shares may be
exercised at any time after thirty months after the Grant Date; and
(d) Up to an additional one-third (1/3) of the Optioned Shares may be
exercised at any time after sixty months after the Grant Date.
(e) Installments of Options not exercised when permitted shall
accumulate and be exercisable at any time (subject to the provisions of this
Section 3) on or before the Terminal Date; provided, however, the Option may not
at any time be exercised as to fewer than One Hundred (100) shares. In no event
shall the Company be required to issue fractional shares.
4. NOTICE OF EXERCISE OF OPTION; PAYMENT. The Option may be exercised
only by written notice, delivered personally or mailed by postage prepaid,
registered or certified mail, return receipt requested, addressed to the
Treasurer of the Company at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx
00000, specifying the number of shares of Stock as to which the Option is being
exercised. Such notice shall be accompanied by payment
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of the entire option price of the Optioned Shares being purchased by cash,
certified or bank check.
Upon receipt of the payment of the entire option price of the Optioned
Shares so purchased, certificates for such Optioned Shares shall be issued to
the Optionee. If the Optionee fails to pay for all of the shares of Stock
specified in the notice upon delivery thereof, the Optionee's right to purchase
may be terminated by the Company at its election.
5. EMPLOYMENT BY COMPANY.
(a) If the Optionee ceases to be an employee of the Company or any
Subsidiary for any reason whatsoever other than "for cause", then the Option
shall, to the extent then exercisable, be exercisable during the three (3)
months after the Optionee ceases to be an employee of the Company. Following
expiration of such three (3) month period, any Option granted to such Optionee
shall terminate and may no longer be exercised.
(b) If the Optionee ceases to be an employee of the Company or any
Subsidiary by reason of death or permanent and total disability (as defined
under the Plan), the Option may be exercised (without regard to any limitations
provided in Section 3(a), (b), (c) or (d) hereof), unless terminated earlier by
its terms, in whole or in part, by the Optionee or in the event of
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death, the person to whom the Option is transferred by will or by applicable
laws of descent and distribution, by giving notice, as provided in Section 4 of
this Agreement, at any time within one (1) year after the date of permanent and
total disability (as defined under the Plan) or death, and not thereafter.
(c) If the Optionee ceases to be an employee of the Company or any
Subsidiary due to termination "for cause", then the Option shall immediately
terminate .
6. STOCKHOLDER STATUS. The Optionee shall not be deemed for any purposes
to be a stockholder of the Company with respect to any shares which may be
acquired hereunder except to the extent that the Option shall have been
exercised with respect thereto, payment made in full of the option price and a
stock certificate issued therefor.
7. NON-TRANSFERABILITY. The Option herein granted shall not be
transferable by the Optionee otherwise than by will or the laws of descent and
distribution, and may be exercised during the life of the Optionee only by the
Optionee.
8. RESTRICTIONS ON SALE, ETC.. The Optionee agrees for Optionee and
Optionee's heirs, legatees, and legal representatives, with respect to all
shares of Stock acquired pursuant to the terms and conditions of this Agreement
(or any
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shares of stock issued pursuant to a stock dividend or stock split thereon or
any securities issued in lieu thereof or in substitution or exchange therefor),
that the Optionee and the Optionee's heirs, legatees, and legal representatives
will not sell or otherwise dispose of such shares except pursuant to an
effective registration statement under the Securities Act of 1933, as amended
("Act"), or except in a transaction which, in the opinion of counsel for the
Company, is exempt from registration under the Act.
9. THE COMPANY'S UNAFFECTED RIGHTS. The existence of the Option herein
granted shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations, or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issuance of
bonds, debentures, preferred, or prior preference stock ahead of or affecting
the Stock or the rights thereof, or dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.
10. CHANGE OF EMPLOYMENT TERMS. Subject to the terms of any written
employment agreement to the contrary, the Company (or its Subsidiary which
employs the Optionee) shall have the right to terminate or change the terms of
employment of the Optionee at any
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time and for any reason whatsoever. Subject to the Company's right to terminate
or change the terms of employment of the Optionee as set forth above, in
consideration of the grant of the Option, the Optionee agrees to remain in the
employ of the Company or of a Subsidiary at all times during the period of at
least twelve (12) months which begins with the Grant Date, and if such
employment is terminated within such period for any reason whatsoever, this
Option, except to the extent otherwise provided in Section 5 hereof, shall
terminate and become null and void.
11. PLAN COMMITTEE. As a condition of the granting of the Option, the
Optionee agrees for the Optionee and the Optionee's heirs, legatees and legal
representatives, that any dispute or disagreement which may arise under or as a
result of or pursuant to this Agreement shall be determined by the Committee
administering the Plan in its sole discretion, and any interpretation by the
Committee of the terms of this Agreement or the Plan shall be final, binding,
and conclusive.
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12. PLAN TERMS. Capitalized terms used herein shall, unless otherwise
defined, have the meanings assigned to them in the Plan.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed
by its duly authorized officers and its corporate seal hereunto affixed, and the
Optionee has hereunto affixed his hand and seal, the date first above written.
Attested To: Leading Edge Packaging, Inc.
By:
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Xxxxx Xx-Xxx Xxx
as President and COO
Optionee:
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Address:
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Social Security
Number:
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