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EXHIBIT 10.4
EDUTREK INTERNATIONAL, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Option Agreement") made and
entered into this_____ day of _____________, 199__ by and between EduTrek
International, Inc. (the "Company") and ___________________ ("Participant");
W I T N E S S E T H:
The Board of Directors of the Company has adopted that certain 1997
Incentive Plan (the "Plan"), a copy of which is attached hereto as Exhibit "A"
and incorporated herein by reference. Pursuant to the terms of the Plan and in
consideration of the efforts of Participant on behalf of the Company, the
Board of Directors has selected Participant to participate in the Plan and
desires to grant to Participant certain stock options to purchase shares of the
Company's authorized Class A Common Stock, without par value ("Stock"), subject
to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises, agreements and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. INCORPORATION OF PLAN PROVISIONS
This Option Agreement is subject to and is to be construed in all
respects in a manner which is consistent with the terms of the Plan, the
provisions of which are hereby incorporated by reference into this Option
Agreement. Unless specifically provided otherwise, all terms used in this
Option Agreement shall have the same meaning as in the Plan.
2. GRANT OF OPTION
Subject to the further terms and conditions of this Option Agreement,
Participant is hereby granted a stock option to purchase _____________ shares
of Stock, effective as of the date first written above.
3. OPTION PRICE
The Board of Directors has determined that the price for each share of
Stock purchased under this Option Agreement shall be $___________.
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4. VESTING AND EXPIRATION OF OPTIONS
The option to acquire Stock pursuant to this Option Agreement shall vest
as to ________ shares of Stock on each of the first, second, third, fourth and
fifth anniversary dates hereof. The option shall lapse and shall not be
exercisable, and this Option Agreement shall terminate (to the extent not
previously fully exercised) upon the first to occur of the following:
(a) __________________, 200__ (the tenth anniversary of the
date of grant of the option);
(b) The date which is three (3) months following the date
which Participant ceases his association with the Company or any subsidiary of
the Company, otherwise than as a result of Participant's death, total
disability or retirement; or
(c) The date which is the third anniversary of the date
upon which Participant ceases his association with the Company, or any
subsidiary of the Company, by reason of Participant's death, total disability
or retirement.
5. EXERCISE OF OPTION
Unless options hereunder shall earlier lapse or expire pursuant to
Article 4 hereof, this option may be exercised with respect to the aggregate
number of shares subject to this Option Agreement which are vested at any time
after the first anniversary of the date hereof.
To the extent such options become exercisable in accordance with the
foregoing, Participant may exercise this stock option, in whole or in part,
from time to time. The option exercise price may be paid by Participant either
in cash, or, in the event that an organized trading market in the Stock exists
on the date of exercise of the option, by surrender of Stock held by
Participant (provided that such shares have been owned by Participant for more
than six months on the date of surrender).
For the purposes of this Article 5, an "organized trading market" shall
be deemed to exist on the date of exercise of the option if: (a) the Stock is
listed on a national securities exchange, or (b) the Stock has been quoted on
the Nasdaq Stock Market ("Nasdaq") for the 15 trading days preceding the date
of exercise of the option, or (c) bid and asked quotations for the Stock have
been published by the National Quotation Bureau or other recognized
inter-dealer quotation publication (other than Nasdaq) during 20 of the 30
trading days preceding the date of exercise of the option. In the event that
an organized trading market for the Stock exists on the date of exercise of the
option, Participant shall be given credit against the option exercise price
hereunder for such shares surrendered equal to the average of the high "bid"
and low "asked" price quotations on the day of exercise of the option, or, if
there were no price quotations for such date, on the date next preceding such
date on which there were high "bid" and low "asked" price quotations for the
Stock.
6. MANNER OF EXERCISE
This stock option may be exercised by written notice to the Secretary of
the Company specifying the number of shares to be purchased and signed by
Participant or such other person who may be entitled to acquire Stock under
this Option Agreement. If any such notice is signed by a
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person other than Participant, such person shall also provide such other
information and documentation as the Secretary of the Company may reasonably
require to assume that such person is entitled to acquire Stock under the terms
of the Plan and this Option Agreement. After receipt of the notice and any
other assurances requested by the Company under this Article 6, and upon
receipt of the full option price, the Company shall issue to the person giving
notice of exercise under this Option Agreement the number of shares specified
in such notice.
7. RESTRICTIONS ON TRANSFERABILITY
The stock option granted hereunder shall not be transferable by
Participant otherwise than by will or by the laws of descent and distribution,
and such stock option shall be exercisable during Participant's lifetime only
by Participant.
8. FURTHER RESTRICTIONS ON EXERCISE AND SALE OF STOCK
Participant acknowledges and understands that the Stock subject to this
Option Agreement is not registered under the Federal Securities Act of 1933, as
amended ("Federal Act") or under the Georgia Securities Act of 1973, as amended
(the "State Act"). Each option shall be subject to the requirement that if at
any time the Board of Directors shall determine, in its discretion, that the
listing, registration or qualification of the shares subject to such option
upon any securities exchange or under any state or federal law, or the consent
or approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such option or the issue
or purchase of shares thereunder, such 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 of Directors. The costs of any such listing, registration,
qualification, consent or approval shall be paid by the Company.
Alternatively, the Company shall not permit any exercise of this stock option
unless it receives such representations, factual assurances, and legal opinions
as it may deem necessary to determine and document the availability of an
exemption from registration under both the Federal Act and the State Act with
respect to any particular issuance of shares under this Option Agreement.
Further, the Board of Directors shall require that Stock issued in respect of
any exercise of this stock option shall bear such restrictions on further
transfer as shall be necessary to insure the availability of any exemption so
claimed.
9. REORGANIZATION
In the event that dividends are payable in Stock or in the event there
are splits, subdivisions or combinations of shares of Stock, the number of
shares available under the Plan shall be increased or decreased
proportionately, as the case may be, and the number of shares deliverable upon
the exercise thereafter of any Option theretofore granted shall be increased or
decreased proportionately, as the case may be, without change in the aggregate
purchase price.
In case the Company is merged or consolidated with another corporation
and the Company is not the surviving corporation, or in case the property or
stock of the Company is acquired by another corporation, or in case of a
separation, reorganization, recapitalization or liquidation of the Company, the
Board of Directors of the Company, or the Board of Directors of any corporation
assuming the obligations of the Company hereunder, shall either (i) make
appropriate provision for the protection of any outstanding Options by the
substitution on an equitable basis of appropriate
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stock of the Company, or of the merged, consolidated or otherwise reorganized
corporation which will be issuable in respect to the shares of Stock, provided
only that the excess of the aggregate fair market value of the shares subject
to option immediately after such substitution over the purchase price thereof
is not more than the excess of the aggregate fair market value of the shares
subject to option immediately before such substitution over the purchase price
thereof.
IN WITNESS WHEREOF, the Company has caused this Option Agreement to be
executed by a member of the Board of Directors or a designated committee
thereof, or a duly authorized officer of the Company, and Participant has
executed this Option Agreement as of the date first written above.
EDUTREK INTERNATIONAL, INC.
By: _______________________________
Its: ______________________________
"PARTICIPANT"
___________________________________
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