STOCK OPTION AGREEMENT
THIS
STOCK OPTION AGREEMENT is made effective _____________, between INTERSTATE
DATA
USA, INC., a Delaware corporation, (hereinafter called the “Corporation”), and
____________________________ (hereinafter called “Employee”).
WHEREAS
the
Corporation has employed Employee as president and considers it desirable and
in
its best interests that Employee be given an inducement to acquire an additional
proprietary interest in the Corporation and an added incentive to advance the
interests of the Corporation in the form of options to purchase shares of common
stock, $.001 par value (the “Common Stock”) of the Corporation.
NOW,
therefore, in consideration of the mutual covenants and agreements herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed as follows:
1. Grant
of Option.
The
Corporation hereby grants to Employee the right, privilege, and option (the
“Option”) to purchase ___________ shares of its Common Stock (the “Option
Shares”) at $______ per share (the “Purchase Price”).
2. Time
of exercise of Option. The
Option may first be exercised by Employee beginning ________________. The Option
may be exercised from time to time and for such number of shares as Employee
may, in his sole discretion, determine. Provided, however, that at all times
during the period beginning with the granting of the Option and ending on the
day three months before the date of its exercise, Employee was an employee
of
either the Corporation or a parent or subsidiary of it, or of the corporation
or
parent or subsidiary of such corporation issuing or assuming the stock option.
The Option granted hereunder will expire on ______________.
3. Method
of Exercise. The
Option shall be exercised by written notice directed to the Corporation at
its
principal place of business. The Purchase Price is payable as
follows:
(a) By
delivery of cash or check in the amount of the Purchase Price attributable
to
the Option Shares purchased; or
(b) by
execution and delivery of a promissory note (the “Note”) payable to the
Corporation in the original principal amount of the Purchase Price attributable
to the Option Shares purchased, bearing interest from the date hereof and
substantially in the form attached as Exhibit
“A”;
accompanied by the execution and delivery of a Pledge Agreement in substantially
the form attached as Exhibit
“B”.
4. Delivery
of Option Shares.
The
Corporation shall make immediate delivery of the Option Shares purchased,
provided that if any law or regulation requires the Corporation to take any
action with respect to the Option Shares before the issuance thereof, then
the
date of delivery of such Option Shares shall be extended for the period
necessary to take such action.
5. Termination of Option. Except as otherwise stated in this Agreement, the Option, to the extent not previously exercised shall terminate:
(a)
Upon
the expiration of three calendar months from the date on which the Employee’s
continuous employment by the Corporation is terminated, provided that in the
event of Employee’s death while in the employ of the Corporation his personal
representatives may exercise the option as to any of the Option Shares not
previously exercised during his lifetime within six months following the date
of
his death; or
(b)
On
__________________ 20___.
6. Outstanding
Option.
The
Option granted to Employee under this Agreement may be exercised notwithstanding
the existence of any option previously or subsequently granted to him to
purchase shares of Common Stock of the Corporation at a price (determined as
of
this date) higher than the option price under the option herein granted to
Employee.
7. Reclassification,
Consolidation, or Merger.
If and
to the extent that the number of issued shares of Common Stock of the
Corporation shall be increased or reduced by a change in par value, split -
up,
reclassification, reverse split, distribution of a dividend payable in shares,
or the like, the number of Option Shares and the Purchase Price for them shall
be proportionately adjusted. If the Corporation is reorganized or consolidated
or merged with another corporation, Employee shall be entitled to receive
options covering shares of such reorganized, consolidated, or merged Corporation
in the same proportion, at an equivalent price, and subject to the same
conditions as the Option Shares. For purposes of the preceding sentence, the
excess of the aggregate fair market value of the shares subject to the option
immediately after the reorganization, consolidation, or merger over the
aggregate option price of such shares shall not be more than the excess of
the
aggregate fair market value of all Option Shares immediately before such
reorganization, consolidation, or merger over the aggregate Purchase Price
of
such Option Shares.
8. Rights
Prior to Exercise of Option. The
Option is nontransferable by Employee except as herein otherwise provided in
paragraph 5(a) hereof, and during his lifetime is exercisable only by him,
and
Employee shall have no rights as a shareholder in the Option Shares until
payment of the Purchase Price and delivery to Employee of such Option Shares
as
herein provided.
9. Binding
Effect.
This
Agreement shall be binding upon the heirs, executors, administrators, and
successors of the parties hereto.
In
witness whereof the parties hereto have caused this Agreement to be executed
the
day and year first above written.
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INTERSTATE
DATA USA, INC.
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EMPLOYEE:
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