Exhibit No. 10
American Sports History Incorporated
1998 Form 10-KSB
File No. 00-00000-00
AMERICAN SPORTS HISTORY INCORPORATED
QUALIFIED STOCK OPTION AGREEMENT
This Stock Option Agreement is made this _______ day of
__________, 199___ between American Sports History Incorporated
(the "Company"), and the Employee, ______________________________
(the "Option Holder").
R E C I T A L S
A. The Board of Directors has adopted, and the shareholders
of the Company have approved, the 1998 Stock Incentive Plan as
amended (the "Plan") for the granting to selected executives and
key employees of the Company and its subsidiaries of options to
purchase shares of the Common Stock of the Company.
B. Pursuant to the Plan, the Company has determined that it
is to the advantage and best interest of the Company and its
shareholders to grant an option to the Option Holder covering
shares of the Company's Common Stock as an inducement to remain
in the service of the Company and as an incentive for increased
effort during such service, and has approved the execution of
this Stock Option Agreement between the Company and the Option
Holder.
C. The option granted hereby is intended to qualify as an
"incentive stock option", in regard to Employees, under Section
422A of the Internal Revenue Code of 1954, as amended.
NOW THEREFORE, the parties hereto agree as follows:
1. The Company grants to the Option Holder the right and
option to purchase on the terms and conditions hereinafter set
forth, all or any part of an aggregate of ____________ shares of
the Common Stock of the Company at the purchase price of $______
per share, which was determined to be 100% of the Fair Market
Value of the stock, having an "Effective Date" of the _______ day
of ______________, 199___, and exercisable from time to time in
accordance with the provisions of this Agreement during a period
expiring on the tenth anniversary of the Effective Date of this
Agreement (the "Expiration Date").
2. The Option Holder may not purchase any shares by
exercise of this Option between the Effective Date of this
Agreement and the first anniversary date thereof. Thereafter,
shares may be purchased by exercise of this Option on or after
the respective anniversary of the Effective Date in the amounts
indicated as follows:
Cumulative
Anniversary Percentage Percentage
Date Exercisable Exercisable
1st 33 1/3% 33 1/3%
2nd 33 1/3% 66 2/3%
3rd 33 1/3% 100%
At any time after the third such anniversary date of this
Agreement, but no later than the Expiration Date, the Option
Holder may purchase all or any part of the shares subject to this
Option which the Option Holder theretofore has not exercised. In
each case the number of shares which may be purchased shall be
calculated to the nearest full share and shall not be for fewer
than 100 shares. The foregoing limitations shall similarly apply
to the transferees of the Option Holder by will or by the laws of
descent or distribution, so that said transferees shall be
entitled (provided they act within twelve (12) months after the
death of the Option Holder but in no event later than the
Expiration Date) to purchase by exercise of this Option all or
any portion of the shares subject to this Option which the Option
Holder could have purchased by the exercise of the option at the
time of the Option Holder's death but with respect to which this
Option was not previously exercised, and no more. This Option
may be exercised during the lifetime of the Option Holder only by
the Option Holder, or within twelve (12) months after his death
by his transferees by will or the laws of the descent or
distribution, and not otherwise, regardless of any community
property interest therein of the spouse of the Option Holder, or
such spouse's successors in interest. If the spouse of the
Option Holder shall have acquired a community property interest
in this Option, the Option Holder, or Option Holder's permitted
successors in interest, may exercise the option on behalf of the
spouse of the Option Holder or such spouse's successors in
interest.
3. Each exercise of this Option shall be by means of a
written notice of exercise delivered to the Secretary of the
Company, specifying the number of shares to be purchased and
accompanied by payment to the Company of the full purchase price
of the shares to be purchased payable in cash or certified or
cashier's check payable to the order of the company. Alternative
payments may be made only upon specific approval of the Board of
Directors as specified in the Plan.
Subject to approval of the Board of Directors, an employee
may pay for any shares of Common Stock with respect to which an
Option has been exercised by tendering to the Company other
shares of Common Stock at the time of the exercise of such
Option, provided, however, that at the time of such exercise, the
Company shall have a Committee consisting of two (2) or more
disinterested directors who shall approve the payment for option
shares with other shares. The certificates representing such
other shares of Common Stock must be accompanied by stock power
duly executed with signature guaranteed. The value of Common
Stock must be accompanied by a stock power duly executed with
signature guaranteed . The value of Common Stock so tendered
shall be determined by the committee in its sole discretion. The
Committee may, in its sole and absolute discretion, refuse any
tender of shares of Common Stock in which case it shall deliver
the tendered shares of Common Stock back to the employee and
notify the employee of such refusal.
4. The fair market value of a share of Common Stock shall
be determined for purposes of this Agreement by reference to the
most recent sale price of the Company's Common Stock and such
other factors as the Board of Directors of the Committee may deem
appropriate to reflect the then fair market thereof, unless such
shares are publicly traded on a stock exchange or otherwise, in
which case such value shall be determined by reference to the
closing price of such share on the principal stock exchange on
which such shares are traded, or, if such shares are not then
traded on a principal stock exchange, the mean between the bid
and asked price of a share as supplied by the National
Association of Securities Dealers through NASDAQ (or its
successor in function), in each case as reported by The Wall
Street Journal, for the business day immediately preceding the
date on which the option is exercised.
5. The Option granted hereby and all rights hereunder, to
the extent such rights shall not have been exercised, shall
terminate and become null and void if the Option Holder ceases
for any reason whatsoever to be an employee of the Company or of
a subsidiary corporation (as defined in Section 425(f) of the
Internal Revenue Code of 1954, as amended) excepting only that
(i) in the event that such cessation of his employment shall be
due to Option Holder's voluntary resignation with the consent of
the Board of Directors of the Company or such subsidiary,
expressed in the form of a resolution, or to the retirement of
the Option Holder under the provisions of any Pension or
Retirement Plan of the Company or of such subsidiary then in
effect, the Option Holder may at any time within a period of
three (3) months after the date he so ceases to be an employee of
any such corporation, and not thereafter, exercise the option
granted hereby to the extent such option was exercisable by him
on the date of such cessation of such employment, and (ii) in the
event of the death or permanent disability (as defined in Section
105(d) (4) of the Code) of the Option Holder while in the employ
of the company or of such subsidiary, the option granted hereby
may be exercised within twelve (12) months after the date of such
death or permanent disability to the extent that the Option
Holder was entitled to exercise such option on the date of such
death or permanent disability. During the period after death, the
Option may, to the extent that it remained unexercised be
exercised by the person or persons to whom the Option Holder's
rights under the option granted hereby shall pass by any reason
of the death of the Option Holder, whether by will or by the
applicable laws of descent and distribution; provided, however,
that in no event may the option granted hereby be exercised to
any extent by anyone after the expiration date specified in
paragraph 1 above. The employment of the Option Holder shall be
deemed to continue during any leave of absence which has been
authorized by the Company, provided that no exercise of this
option may take place during any such authorized leave of absence
excepting only during the first three (3) months thereof.
6. No shares issuable upon the exercise of this Option
shall be issued and delivered unless and until there shall have
been full compliance with all applicable registration
requirements of the Securities Act of 1933, all applicable
listing requirements of any national securities exchange on which
shares of the same class are then listed and any other
requirements of law or of any regulatory bodies having
jurisdiction over such issuance and delivery.
Without limiting the foregoing, the undersigned hereby
agrees that unless and until the shares of stock covered by the
Plan have been registered with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, he will
purchase all shares of stock to be issued upon exercise of this
option for investment and not for resale or for distribution and
that upon each exercise of any portion of this option the person
entitled to exercise the same shall, upon the request of the
Company, furnish evidence satisfactory to the Company (including
a written and signed representation) to that effect in form and
substance satisfactory to the Company, including an
indemnification of the Company in the event of any violation of
the Securities Act of 1933 by such person. Furthermore, the
Company may, if it deems appropriate, affix a legend to
certificates representing shares of stock purchased upon exercise
of options indicating that such shares have not been registered
with the Securities and Exchange Commission and may so notify its
Transfer Agent, and may take such other action as it deems
necessary or advisable to comply with any other regulatory or
governmental requirements.
7. If Option Holder or Option Holder's permitted successors
in interest disposes of shares of Common Stock acquired pursuant
to the exercise of this Option, the Company shall have the right
to require Option Holder or Option Holder's permitted successor
in interest to pay the Company the amount of any taxes, which the
Company may be required to withhold with respect to such shares.
8. This Option and the rights and privileges granted hereby
shall not be transferred, assigned, pledged or hypothecated in
any way, whether by operation of the law or otherwise, except by
will or the laws of descent and distribution. Upon any attempt
so to transfer, assign, pledge, hypothecate or otherwise dispose
of this option or any right or privileges granted hereby contrary
to the provisions hereof, this Option and all rights and
privileges contained herein shall immediately become null and
void and of no further force or effect.
9. If the outstanding shares of the Common Stock of the
Company are increased, decreased, changed into, or exchanged for
a different number or kind of shares or securities of the Company
through reorganization, recapitalization, reclassification, stock
dividend, stock split or reverse stock split, an appropriate and
proportionate adjustment (to be conclusively determined by the
Board of Directors of the Company) shall be made in the number
and kind of securities receivable upon the exercise of this
Option, without change in the total price applicable to the
unexercised portion of this Option but with a corresponding
adjustment in the price for each unit of any security covered by
this Option.
Upon the dissolution or liquidation of the Company, or upon
a reorganization, merger or consolidation of the Company with one
or more corporations as a result of which the Company is not the
surviving corporation, or upon the sale of substantially all the
property or more than 80% of the then outstanding stock of the
Company to another corporation, this Option shall terminate,
unless express written provision be made in connection with such
transaction for (i) the immediate exercisability of this Option,
(ii) the assumption of this Option or the substitution therefor
of a new option covering the stock of a successor employer
corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to number and kind of shares and prices, such
adjustments to be conclusively determined by the Board of
Directors of the Company; or (iii) the continuance of the Plan by
such successor corporation in which event this Option shall
remain in full effect under the terms so provided.
Adjustments under this paragraph 9 shall be made by the
Board of Directors, whose determination as to what adjustments
shall be made, and the extent thereof, shall be final, binding
and conclusive. No fractional shares of stock shall be issued
under the Plan on any such adjustment.
10. Nothing herein contained shall affect the right of the
Option Holder to participate in and receive benefits under and in
accordance with the then current provisions of any pension,
insurance profit sharing or other employee welfare plan or
program of the Company or of any subsidiary of the Company.
11. Neither the Option Holder nor any other person legally
entitled to exercise this option shall be entitled to any of the
rights or privileges of a shareholder of the Company in respect
of any shares issuable upon any exercise of this option unless
and until a certificate or certificates representing such shares
shall have been actually issued and delivered to him.
12. The Option hereby granted is subject to, and the
Company and the Option holder agrees to be bound by, all of the
terms and conditions of the Company's 1998 Stock Incentive Plan,
as the same shall be amended from time to time in accordance with
the terms thereof, but no such amendment shall adversely affect
the Option Holder's rights under this option without the prior
written consent of Option Holder.
13. This option has been executed and delivered the day and
year first above written at Sun Valley, California, and the
interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the state of California.
AMERICAN SPORTS HISTORY INCORPORATED
By: ______________________________
XXXXXXX X. XXXXXXX
Chairman and Chief Executive
Officer
______________________________
Option Holder
