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EXHIBIT 2
INTEGRATED TRANSPORTATION NETWORK GROUP INC.
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INCENTIVE STOCK OPTION AGREEMENT
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(Xx Xxx Xxxx)
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Incentive Stock Option Agreement (the "Option") made effective as of the
1st day of January 1999 between Integrated Transportation Network Group Inc., a
Delaware corporation (the "Corporation"), and Xx Xxx Jian (the "Recipient"), an
employee of the Corporation, a Parent or a Subsidiary, pursuant to the
Corporation's 1999 Stock Option Plan, as it may be amended from time to time
(the "1999 Plan").
W I T N E S S E T H:
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WHEREAS, on January 1, 1999, the Corporation adopted the 1999 Plan which
provides, for the issuance of stock options including stock options intended to
qualify as "incentive stock options", as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (The "Code"), and
WHEREAS, the Corporation and the Recipient desire to enter into an
agreement whereby the Corporation will grant the Recipient an option to purchase
shares of the Common Stock, $.01 par value, of the Corporation (the "Stock"),
and this Option is intended to qualify as an incentive stock option;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Corporation and the Recipient
agree as follows:
1. GRANT OF OPTION.
Pursuant to the terms and conditions of the 1999 Plan and this Option, the
Corporation hereby grants to the Recipient an Option to purchase, as provided in
Section 3 hereof, all or any part of a total of 500,000 shares of Stock (the
"Option Shares").
2. PURCHASE PRICE.
The price at which the Option Shares may be purchased shall be US$2.00 per
share (the "Option Exercise Price"). This price is not less than the Fair Market
Value of the Stock on the date of this Option.
3. EXERCISE OF OPTION.
Subject to the provisions of Section 4 and the right of the Corporation to
accelerate the date upon which any or all of this Option becomes exercisable,
the Recipient shall be entitled to exercise this Option in three equal
installments with one-third vesting immediately, one-third vesting on the six
month anniversary hereof, and one-third vesting on the one year anniversary
hereof. Notwithstanding any provision of this Option to the contrary, in no
event may this Option be exercised after 5 years from the date of this Option
(the "Expiration Date").
4. TERMINATION OF EMPLOYMENT.
If the Recipient ceases to be employed by the Corporation, a Parent, or a
Subsidiary (a "Termination"), then this Option may be exercised as to all shares
with respect to which Recipient could exercise this Option on
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the date of Termination, and which shares have not been previously purchased,
until the earlier of the Expiration Date, or:
(i) in the case of Termination by reason of death or Permanent and
Total Disability, one year after termination of employment;
(ii) in the case of any other Termination, other than termination
for cause, three months after the termination of employment.
Notwithstanding the foregoing, in the case of Termination for cause, the ability
to exercise this Option may be terminated on such earlier date as the
Corporation may specify, and such date may be set so as to prevent the Recipient
from further exercising any portion of this Option.
5. NONTRANSFERABILITY; PERSONS ABLE TO EXERCISE.
The Option may not be transferred other than by will or the laws
of descent and distribution. During the life of the Recipient, only the
Recipient may exercise this Option. If the Recipient dies while still employed
by the Corporation, or the periods specified in Section 4, this Option may be
exercised by his executors, administrators, legatees or distributees, provided
that such person or persons comply with the provisions of this Option applicable
to the Recipient.
6. METHOD OF EXERCISING OPTION.
The Option may be exercised, in whole or in part, by written
notice to the Corporation, containing an executed Notice of Exercise in the form
of ATTACHMENT A, provided that the Corporation, in its discretion, may modify or
augment these requirements as provided in Section 9 of this Option, or where
appropriate because a person other than the Recipient is exercising the Option
pursuant to Section 5. The written notice specified in this Section must be
accompanied by payment of the Option Exercise Price for the shares being
purchased. Payment shall be made in cash, unless the Corporation authorizes
payment to be made in shares of the Corporation, or other property, or some
combination thereof, as determined and valued by the Corporation in its sole
discretion. As soon as practical after receipt of this notice and payment, the
Corporation shall deliver a certificate or certificates representing the
purchased shares registered in the name of the person or persons exercising this
Option. In the event this Option is exercised by any person other than the
Recipient, the notice shall be accompanied by appropriate proof of the right of
such person to exercise this Option. All shares purchased upon the exercise of
this Option and payment of the full Option Exercise Price will be fully paid and
nonassessable.
7. STOCK ADJUSTMENTS.
If there shall be any change in the Stock through merger,
consolidation, reorganization, recapitalization, or other change in the
corporate structure of the Corporation, appropriate adjustments in the total
number and kind of shares subject to this Option, consistent with the
requirements of the Code to insure that this Option will qualify as an Incentive
Stock Option, shall be made by the Corporation as provided in the 1999 Plan.
Such adjustments may include the elimination of any fractional shares that might
otherwise be subject to this Option.
8. NO RIGHTS OTHER THAN THOSE EXPRESSLY CREATED.
Neither this Option nor any action taken hereunder shall be
construed as (i) giving the Recipient any right to be retained in the employ of,
or continue to be affiliated with, the Corporation, (ii) giving the Recipient
any equity or interest of any kind in any assets of the Corporation, or (iii)
creating a trust of any kind or
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a fiduciary relationship of any kind between the Recipient and the Corporation.
As to any claim for any unpaid amounts under this Option, any person having a
claim for payments shall be unsecured creditor. The Recipient shall not have any
of the rights of a stockholder with respect to any Option Shares until such time
as this Option has been exercised and Option Shares have been issued.
9. COMPLIANCE WITH LAWS.
(a) WITHHOLDING OF TAXES. Pursuant to applicable federal, state,
local or foreign laws, the Corporation may be required to collect or withhold
income or other taxes from Recipient upon the grant of this Option, the exercise
of this Option, or at some other time. The Corporation may require, as a
condition to the exercise of this Option, or demand, at such other time as it
may consider appropriate, that the Recipient pay the Corporation the amount of
any taxes which the Corporation may determine is required to be collected or
withheld, and the Recipient shall comply with the requirement or demand of the
Corporation.
(b) SECURITIES LAW COMPLIANCE. Upon exercise (or partial
exercise) of this Option, the Recipient shall make such representations and
furnish such information as may, in the opinion of counsel for the Corporation,
be appropriate to permit the Corporation to issue or transfer the Option Shares
in compliance with the provisions of applicable federal or state securities
laws. The Corporation, in its discretion, may postpone the issuance and delivery
of Option Shares upon any exercise of this Option until completion of such
registration or other qualification of such shares under any federal or state
laws, or stock exchange listing, as the Corporation may consider appropriate.
The Corporation may require that prior to the issuance or transfer of Option
Shares upon exercise of this Option, the Recipient enter into a written
agreement to comply with any restrictions on subsequent disposition that the
Corporation deems necessary or advisable under any applicable federal and state
securities laws. Certificates of Stock issued hereunder may bear a legend
reflecting such restrictions.
(c) GENERAL. No Option Shares shall be issued upon exercise of
this Option unless and until the Corporation is satisfied, in its sole
discretion, that there has been compliance with all legal requirements
applicable to the issuance of such Option Shares.
10. MISCELLANEOUS.
(a) PROVISIONS OF THE PLAN. This Option is expressly subject to
all of the terms and conditions contained in this Option and in the 1999 Plan,
except those terms and conditions which are expressly applicable only to options
which are not "1999 Plan ISOs", and the 1999 Plan is hereby incorporated herein
by reference. All capitalized terms not defined in this Option have the meanings
specified in the 1999 Plan.
(b) DISCRETION OF THE COMMITTEE. Unless otherwise explicitly
provided herein, the Committee, as defined in the Plan, shall make all
determinations required to be made hereunder, including determinations required
to be made by the Corporation, and shall interpret all provisions of this
Option, as it deems necessary or desirable, in its sole and unfettered
discretion. Such determinations and interpretations shall be binding and
conclusive to the Corporation and the Recipient. The Committee, in its sole
discretion, is authorized (i) to convert the unexercised portion of this Option
to an option which is not an incentive stock option by written notice to the
Recipient, and (ii) to accelerate the time at which this Option may be
exercised.
(c) $100,000 LIMITATION. As provided in Section IV(d) of the
Plan, if the aggregate Fair Market Value of Common Stock with respect to which
Corporation ISOs (determined without regard to Section IV(d) of the Plan) are
exercisable for the first time by the Recipient during any calendar year exceeds
$100,000, a portion of such Corporation ISOs (which may include this Option)
shall be treated as options which are not Incentive Stock Options. For purposes
of this limitation, (i) options shall be taken into account in the order
granted, and (ii) the Committee may designate that portion of any Corporation
ISO (including this Option) that shall be treated as
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not an Incentive Stock Option if the provisions of this paragraph apply to a
portion of any option, unless another treatment is required by the Code or
regulations of the Internal Revenue Service. The foregoing designation may be
made at such time as the Committee considers appropriate, including after the
issuance of this Option or at the time of its exercise. For the purpose of this
section, Fair Market Value shall be determined as of the time the option with
respect to such stock is granted.
(d) LIMITATIONS ON DISPOSITION OF OPTION SHARES. It is
understood and intended that this Stock Option shall qualify as an "Incentive
Stock Option" as defined in Section 422 of the Code. Accordingly, the Recipient
understands that in order to obtain the benefits of an Incentive Stock Option
under Section 421 of the Code, no sale or other disposition may be made of any
Option Shares within one year after the day after the transfer of such Option
Shares to the Recipient, nor within two years after the grant of the Stock
Option. If the Recipient intends to dispose, or does dispose of any such Option
Shares within said periods (whether by sale, exchange, gift, transfer or
otherwise, including, if authorized by the Corporation, paying the exercise
price of a Stock Option by transfer of Option Shares), then Recipient will
notify the Corporation in writing within ten days after such disposition.
(e) RESERVATION OF SHARES. During the term of this Option, the
Corporation shall at all times reserve and keep available shares of Stock
sufficient to satisfy the requirements of this Option.
(f) AMENDMENT. This Option may only be modified or amended by a
writing signed by both parties.
(g) NOTICES. Any notices required to be given under this Option
shall be sufficient if in writing and if hand-delivered or if sent by first
class mail and addressed as follows:
if to the Corporation:
Integrated Transportation Network Group Inc.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
if to the Recipient:
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or to such other address as either party may designate under the provisions
hereof.
(g) SUCCESSORS AND ASSIGNS. The rights and obligations of the
Corporation under this Option shall inure to the benefit of and be binding upon
the successors and assigns of the Corporation.
(h) APPLICABLE LAW. All rights and obligations under this Option
shall be governed by the laws of the State of Delaware.
(i) PARAGRAPH HEADINGS. The paragraph headings used in this
Option are for convenience or reference, and are not to be construed as part of
this Option.
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IN WITNESS WHEREOF, the parties have executed this Option as an
instrument under seal effective as of the date written on the first page of this
Option.
INTEGRATED TRANSPORTATION NETWORK GROUP INC.
By: /s/ Xxxxxx Xxx
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Xxxxxx Xxx, President
/s/ Xx Xxx Xxxx
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Name: Xx Xxx Jian
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ATTACHMENT A
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NOTICE OF EXERCISE
[Recipient's Address]
Integrated Transportation Network Group Inc.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Treasurer
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Gentlemen:
Pursuant to our Incentive Stock Option Agreement dated as of
, 1999, I hereby elect to exercise this Stock Option to the
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extent indicated:
x =
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Number of Shares Option Exercise Price Total Option Exercise
Which I Elect to Purchase Per Share Price
Enclosed with this letter is full payment of the total price of the
shares described above in the following form:
(1) a check in the amount of $ payable to the order of
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the Corporation; and/or
[METHOD 2, BELOW, MUST BE AUTHORIZED IN ADVANCE BY THE
CORPORATION]
(2) shares of Stock of the Corporation properly endorsed and
having a fair market value equal to $ . Include if
appropriate: These shares [were/were not] acquired by exercise
of an incentive stock option, and are now being disposed of
within one year after the transfer of such Stock to me, or
within two years after the grant of the Stock Option by which
I acquired such Stock. I understand that if I am transferring
shares of Stock that were acquired by exercise of an incentive
stock option within the time periods specified in the
preceding sentence, then such transferred Stock will not be
eligible for treatment as an "incentive stock option" pursuant
to Section 422 of the Internal Revenue Code of 1986, as
amended.
Kindly issue a certificate or certificates to me representing the
shares which I am acquiring by this exercise, and deliver it to the address
provided above.
Very truly yours,
