Exhibit 10.16
Sample Option Agreement
Executed July 20, 2000
WHY USA FINANCIAL GROUP, INC.
STOCK OPTION AGREEMENT
OPTION AGREEMENT, entered into and effective as of this 20th day of July 2000
(the "Date of Grant"), by and between WHY USA Financial Group, Inc. (the
"Company") and ______________ (the "Participant").
AGREEMENT:
In furtherance of the purposes of the Company's Stock Option Plan (the "Plan")
and in consideration of the mutual covenants and conditions set forth herein
and in the Plan, the parties agree as follows:
1.0 INCORPORATION OF PLAN BY REFERENCE; DEFINITIONS.
The terms and conditions of the Plan are incorporated herein by reference and
are thereby made a part of this Option Agreement to the same extent as if
fully set forth herein. All capitalized words and phrases used but not defined
in this Option Agreement shall have the meanings set forth in the Plan, unless
the context clearly otherwise requires. This Option Agreement and all rights
and duties hereunder are subject to the terms and conditions of the Plan. The
provisions of this Option Agreement shall be construed consistent with the
Plan but, in the event of any inconsistencies or ambiguities, the Plan and the
rules and regulations of the Committee shall control. The Participant, by
execution hereof, acknowledges having received a copy of the Plan.
2.0 GRANT OF OPTION.
The Company hereby grants to the Participant the right, privilege and option
to purchase ______________________ (_____) shares of the Company's common
stock, $ .001 par value per share, upon the terms and subject to the
conditions set forth herein and in the Plan.
3.0 STATUS OF OPTION.
This Option is a Non-Qualified Stock Option. This Option does not constitute
and shall not be treated as an "Incentive Stock Option" within the meaning of
section 422A of the Code.
4.0 OPTION EXERCISE PRICE.
The per share price to be paid by the Participant in the event of an exercise
of this Option shall be One Dollar ($ 1.00).
5.0 DURATION OF OPTION AND TIME OF EXERCISE.
5.1 Vesting Schedule & Initial Date of Exercisability.
One-Third (33%)of the Options granted shall become vested 12 months from the
Date of the Grant. One-Third (33%) of the Options granted shall become vested
24 months from the Date of the Grant. One-Third (33%) of the Options granted
shall become vested 36 months from the Date of the Grant. Each Option shall
become excisable only after vesting.
5.2 Expiration.
This Option shall no longer be exercisable after ten years from the Date of
the Grant, and this Option shall become void and expire as to all unexercised
Option shares at 5:00 p.m. Minneapolis, Minnesota time on July 20, 2010.
6.0 NONTRANSFERABILITY.
No right or interest in this Option Agreement shall be assignable or
transferable or subject to any lien during the lifetime of the Participant,
either voluntarily or involuntarily, directly or indirectly, by operation of
law, or otherwise, including, without limitation, execution, levy,
garnishment, attachment, pledge, divorce or bankruptcy; provided, however, in
the event of the Participant's death, the Participant's rights and interest in
this Option Agreement shall be transferable by will or the laws of descent and
distribution, but then only to the extent provided in the Plan. Any attempt to
assign or transfer this Option other than in accordance with this Section 6.0
shall void the Option. This Option shall be exercisable during the
Participant's lifetime only by the Participant or, in the event the
Participant is incapable of caring for such person's affairs because of mental
or physical condition, by the Participant's guardian, conservator or personal
representative in accordance with the provisions of the Plan.
7.0 MISCELLANEOUS.
This Option Agreement shall be binding upon the heirs, executors,
administrators, successors-in-interest and permitted assigns of the parties
hereto. This Option Agreement may only be modified or amended in a written
instrument duly executed by the parties hereto. This Option Agreement may be
executed in two or more counterparts, all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement
effective as of the day and year first above written.
WHY USA Financial Group, Inc.
__________________________________ * By:____________________________________
(Name of Participant)
(Address of Participant Its:___________________________________
* By execution hereof, the Participant
acknowledges having received a copy of
the Plan as last revised and amended
through July 20, 2000.
