FORM OF] WORLD AM, INC. Stock Option Agreement Under 2008 Non-Qualified Company Stock Grant and Option Plan
[FORM
OF]
Under
2008 Non-Qualified Company Stock Grant and Option Plan
THIS
STOCK OPTION AGREEMENT is entered into the ____ day of _____________, 20___,
between World Am, Inc., a Nevada corporation (the “Corporation” or “Grantor”)
and _____________________________ (the “Grantee”), with respect to the following
facts:
Pursuant
and subject to the Corporation’s 2008 Non-Qualified Company Stock Grant and
Option Plan, a copy of which is attached hereto as Exhibit
A
and
incorporated herein by this reference (the “Plan”), the Corporation’s Board of
Directors, or authorized committee thereof, has determined that it is to the
advantage and interest of the Corporation and its stockholders to grant the
option provided for herein to Grantee. The parties agree as
follows:
1. GRANT
OF OPTION:
For
value received, the Corporation hereby grants to Grantee the right and option
to
purchase, on the terms and conditions hereinafter set forth, an aggregate of
____________ shares of the Corporation’s Common Stock. The exercise price shall
be $___________ per share.
2. TIME
AND MANNER OF EXERCISE:
From
and after __________________, and during each of the ________ (__) succeeding
one-year periods commencing on the anniversary thereof, Grantee shall have
the
right to purchase from Grantor ______ percent (__%) of the aggregate number
of
shares of Common Stock of Grantor subject to this Option, on a cumulative basis
(total ____________ shares). The purchase shall be made upon delivery to Grantor
of a notice of exercise accompanied by a certified or cashier’s check in payment
of the aggregate option price. Promptly upon receipt of such material, Grantor
will deliver to Grantee stock certificate(s) representing the number of shares
purchased in accordance with the foregoing and during Grantee’s lifetime, duly
registered in the name(s) of Grantee and, at Grantee’s election, his or her
spouse. The failure to exercise an option with respect to any shares of
Grantor’s Common Stock for which the right has accrued during any one-year
period shall not result in the termination of the option with respect to such
shares of Stock; rather the same shall cumulate and be eligible for exercise
during the remainder of the option term.
3. ANTIDILUTION
PROVISIONS:
The
number of shares that Grantee is entitled to purchase upon the exercise of
this
Option and the purchase price of those shares are subject only to the
adjustments set forth in Section 5.6 of the Plan.
4. INVESTMENT
UNDERTAKING; NONASSIGNABILITY:
This
Option may be exercised only by Grantee during his or her lifetime. Grantee
will
hold this Option and the rights arising hereunder for investment and not with
a
view to distribution, and upon exercise will deliver a letter confirming
Grantee’s nondistributive intent with respect to the shares of Common Stock
received. Grantee will not transfer or assign this Option, except by will or
the
laws of intestate succession.
1
5. EXPIRATION:
This
Option shall terminate and expire at midnight on the date that is __________
(__) years after the date of this Agreement, or three (3) months after the
date
that Grantee ceases to be eligible to participate in the Plan in accordance
with
Section 3 of the Plan, whichever is earlier. However, if Grantee dies while
still eligible to participate in the Plan, his or her executor(s) or
administrator(s), or any person or persons who acquired the Option from the
Grantee by bequest or inheritance, shall, during the 12-month period commencing
on the date of the Grantee’s death, have the right to exercise this Option with
respect to the shares that remain subject to this Option on that date, subject
to the conditions that this Option (i) shall in no event be exercisable after
its expiration in accordance with this Section 5 and (ii) it shall be
exercisable by such representative(s) or successor(s) only to the extent that
the Grantee’s right to exercise this Option had accrued pursuant to Paragraph 2
hereof at the time of the Grantee’s death and had not previously been exercised.
Any options not exercisable or not exercised prior to the end of such 12-month
period shall be automatically null and void.
6. REPRESENTATIONS
OF GRANTOR:
So long
as this Option remains outstanding and unexpired, Grantor will reserve for
issuance upon the exercise of this Option the number of shares of Grantor’s
Common Stock that are subject to this Option. The shares of Common Stock of
Grantor subject to this Option shall, when issued, be validly issued, fully
paid
and nonassessable. Grantor will pay, when due and payable, any and all federal
and state taxes or fees that may be payable by Grantor with respect to the
grant
of this Option or the issuance of any shares of Common Stock or certificates
therefore subject to this Option. However, this does not include any federal,
state or other personal income tax payable by the Grantee by virtue of
(i) the grant of this Option; (ii) the issuance of any share of Common
Stock upon exercise thereof; or (iii) any subsequent disposition of such shares
which shall remain the obligation of the Grantee.
7. WITHHOLDING
TAXES:
If the
Corporation determines that it is required to withhold federal, state or local
tax as a result of the exercise of this Option, the Grantee, as a condition
to
the exercise of this Option, shall make arrangements satisfactory to the
Corporation to enable it to satisfy such withholding requirements.
8. NOTICE:
Any
notice, request, or instructions given in connection with this Option shall
be
in writing and shall be delivered in person during normal business hours, by
facsimile, or by overnight mail against a receipt for delivery, to the following
addresses:
If
to
Grantor:
0000
Xxx
Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx
Xxxxx, XX 00000
Attn:
President
Facsimile
No. (000) 000-0000
If
to
Grantee:
| Facsimile No. (___) |
or
at
such other address as either of the parties shall have given notice to the
other
in accordance with the provisions hereof.
9. COMMITTEE
DETERMINATION FINAL:
The
interpretation and construction of the Plan and this Stock Option Agreement,
including any inconsistency between the two documents, shall be reserved to
and
made by the Committee of the Board of Directors provided for under the Plan.
The
Committee’s determinations shall be final as between the parties hereto unless
otherwise determined by the Board of Directors of Grantor.
2
10. GOVERNING
LAW:
This
Option is granted and delivered in the State of California and is intended
to be
construed and enforced under the laws thereof.
IN
WITNESS WHEREOF, this Option is executed on behalf of Grantor and its duly
authorized officers and by Grantee as of this ___ day of _____________,
20___.
| GRANTOR | ||
| World
Am, Inc.,
a
Nevada corporation
|
||
| |
|
|
| By: | ||
| Its: | ||
| GRANTEE | ||
3
EXHIBIT
A
2008
Non-Qualified Company
Stock
Grant and Option Plan
