EXHIBIT 10.2
BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
AMENDED AND RESTATED STOCK OPTION AGREEMENT
This Amended and Restated Stock Option Agreement (this "Agreement") is
made and entered into as of January 4, 2005 by and between ___________ (the
"Optionee") and Blue Ridge Real Estate Company and Big Boulder Corporation
(collectively the "Companies").
BACKGROUND
WHEREAS, on __________, the Optionee and the Companies entered into
a Stock Option Agreement (the "Option Agreement"), pursuant to which the
Companies granted the Optionee an option (the "Option") to purchase ________
shares of Common Stock of the Companies;
WHEREAS, the Option Agreement currently provides that the Optionee
must deliver payment of the option price for the Option to the Company upon
notice of exercise thereof; and
WHEREAS, the Companies and the Optionee desire to amend the terms of
the Option Agreement to provide that the option price for the Option issued
under the Option Agreement may be paid when the shares underlying the Option are
issued.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in consideration of the mutual covenants herein, hereby
agree that the Option Agreement shall be amended and restated in its entirety as
follows:
1. PURCHASE PRICE. With respect to the shares of Common Stock of the
Companies subject to the Option to be delivered in unit form (the "Shares"),
_______ Shares may be purchased for _______ per share.
2. DURATION OF OPTION. The Option shall expire, and all rights to purchase
Shares pursuant thereto shall cease, on ______________.
3. EXERCISABILITY. The Shares subject to the Option may be purchased
immediately, without any vesting period, and throughout the duration of the
Option.
4.
(a) MANNER OF EXERCISE. The Optionee may exercise the Option which has
become exercisable, in whole or in part, by delivering a duly completed notice
of exercise to the Secretary of the Companies specifying the number of shares as
to which the Option may be exercised and providing payment of such option price
in accordance with subsection (b) below. Such notice may instruct the Companies
to deliver shares of the Companies' Common Stock to be issued upon payment of
the option price to any registered broker or dealer designated by the Optionee
("Designated Broker") in lieu of delivery to the Optionee. Such instructions
must designate the account into which the shares are to be deposited. The
Optionee may tender notice of exercise, which has been properly executed by the
Optionee and the aforementioned delivery instructions, to any Designated Broker.
(b) SATISFACTION OF OPTION PRICE. The Optionee shall pay the option price
for the Option (a) in cash, (b) by delivering shares of the Companies' Common
Stock owned by the Optionee (including Common Stock acquired in connection with
the exercise of the Option) and having a fair market value on the date of
exercise equal to the option price, (c) through a broker in accordance with
procedures permitted by Regulation T of the Federal Reserve Board or (d) by
delivery to the Companies or their designated agent of an executed irrevocable
option exercise form together with irrevocable instructions to a broker-dealer
to sell a sufficient portion of the shares and deliver the sale proceeds
directly to the Companies to pay the exercise price. The Companies may
determine, in their sole discretion, not to permit payment via the methods set
forth in clauses (b) through (d) above to the extent that the use of such
payment methods may result in adverse tax or accounting consequences to the
Companies or to the Optionee. The Optionee shall pay the option price and the
amount of any withholding tax due at the time of payment of the option price.
Notwithstanding the foregoing, the exercise price, plus any required federal
income tax or other withholding amount, may be paid when the shares underlying
the Option are issued. The Companies, in their sole discretion, may permit the
Optionee to pay any required federal income tax or other withholding amount in
cash or in such other manner permitted by applicable law.
5. NONTRANSFERABILITY. The Option shall not be transferable other than (i) by
will, (ii) by the laws of descent and distribution, (iii) pursuant to the terms
of a qualified domestic relations order or (iv) in circumstances other than
those set forth in (i) - (iii) above, with the express written approval of the
Companies.
6. ISSUANCE OF SHARES: RESTRICTIONS.
(i) The Companies shall, within ten business days after Shares subject to
the Option have been purchased in whole or in part, deliver to the Optionee a
certificate, registered in the name of the Optionee, for the number of Shares so
purchased. The Companies may legend any Share certificate issued hereunder to
reflect any restrictions deemed necessary by the Companies to comply with the
federal securities laws.
(ii) The Companies may require, prior to and as a condition of the
issuance of any Shares, that the Optionee furnish the Companies with a written
representation, in a form acceptable to the Companies' counsel, to the effect
that the Optionee is acquiring such Shares solely with a view to investment for
the Optionee's own account and not with a view to the resale or distribution of
all or any part thereof, and that the Optionee will not dispose of any of such
Shares otherwise than in accordance with the provisions of Rule 144 under the
Securities Act of 1933, as amended (the "1933 Act"), unless and until either the
Shares are registered under the 1933 Act or the Companies are satisfied that an
exemption from such registration is available.
(iii) Anything contained herein to the contrary notwithstanding, the
Companies shall not be obligated to sell or issue any Shares pursuant to the
Option unless and until the Companies are satisfied that such sale or issuance
complies with (A) all applicable requirements of the National Association of
Securities Dealers (or the governing body of the principal market in which the
Companies' Common Stock is traded), (B) all applicable provisions of the 1933
Act and (C) all other laws or regulations by which the Companies are bound or to
which the Companies are subject.
7. ADJUSTMENTS. In the event that the Companies make any distribution of
cash, Common Stock, assets or other property to shareholders which results from
the sale or disposition of a major asset or separate operating division of the
Companies or any other extraordinary event and, in the judgment of the Board of
Directors of the Companies (the "Board"), such change or distribution would
significantly dilute the rights of Optionee hereunder, then the Board may make
appropriate adjustments to the number
of Shares subject to and/or the purchase price of the Option. The adjustments
determined by the Board shall be final, binding and conclusive.
8. AMENDMENT. This Agreement shall not be amended or revised in any respect
unless such amendment is in writing and executed by the Companies and the
Optionee.
9. TERMINATION. In the event Optionee shall terminate his or her employment
with, or services to, the Companies, the Option shall terminate and the Optionee
shall have no further rights hereunder.
10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
11. OPTIONEE ACKNOWLEDGMENT. Optionee acknowledges receipt of a copy of this
Agreement and hereby agrees to be bound by all provisions of this Agreement.
DATE OF GRANT: ________________
BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
BY: ___________________________
NAME:
TITLE:
ATTEST:
_______________________________
_______________________________
_____________, OPTIONEE
