EXHIBIT 4.4
LEADING EDGE PACKAGING, INC.
AGREEMENT UNDER 1997 ASSOCIATE STOCK OPTION PLAN
AGREEMENT dated as of (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 1997 Associate Stock Option Plan (the
"Plan") providing for options to purchase shares of the Company's common stock
(the "Stock") to be granted to certain Associates (as defined in the Plan) 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 an Associate of the Company or a Subsidiary, and
the Company desires the Optionee to remain an Associate 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 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 _______________________________ 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) six dollars ($6) per share. 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 an
Associate 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
(12) months after the Grant Date;
(b) Up to one-third (1/3) of the Optioned Shares may be exercised at
any time after twelve (12) 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 (30) months after the Grant Date;
(d) Up to an additional one-third (1/3) of the Optioned Shares may be
exercised at any time after sixty (60) months after the Grant Date; and
(e) Installments of Options not exercised when permitted shall
accumulate and be exercisable at any time (subject to the
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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 Chief
Financial Officer, Leading Edge Packaging, Inc., 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 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. TERMINATION AS AN ASSOCIATE.
(a) If the Optionee ceases to be an Associate 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 Associate. Following expiration of
such three (3) month period, any Option granted to such Optionee shall terminate
and may
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no longer be exercised.
(b) If the Optionee ceases to be an Associate 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), 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 unless terminated earlier by its terms, in
whole or in part, by the Optionee or in the event of 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.
(c) If the Optionee ceases to be an Associate 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 purpose
to be a stockholder of the Company with respect to any shares which may be
acquired hereunder unless and until 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 that for Optionee and
Optionee's heirs, legatees, and legal representatives,
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with respect to all shares of Stock acquired pursuant to the terms and
conditions of this Agreement (and any 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 or in addition thereto), 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 (the "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 ASSOCIATE STATUS. Nothing in the Plan or this Agreement
shall abrogate the right of the Company or any Subsidiary to terminate or change
the terms of employment or other services rendered by the Optionee at any time
and for any reason whatsoever. Subject to the Company's right to terminate or
change the terms of
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employment or other services of the Optionee as set forth above, in
consideration of the grant of the Option, the Optionee agrees to remain an
Associate 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 Associate
status 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.
12. PLAN TERMS. Capitalized terms used herein shall, unless otherwise
defined, have the meanings assigned to them in the Plan.
13. NONSTATUTORY OPTION. The Optionee understands that the option granted
hereunder is a nonstatutory stock option not intended to qualify as an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"). Accordingly, the Company shall not be obligated
to issue any Optioned Shares until there has been compliance with such laws and
regulations as the Company may deem applicable, including, if required, federal,
state or local withholding tax requirements.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Optionee has executed this Agreement, on
the date first above written.
LEADING EDGE PACKAGING, INC.
By:
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Xxxxx Xx-Xxx Xxx
as President and Chief Operating Officer
Optionee:
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Address:
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Social Security
Number:
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