EXHIBIT 10.1
SUCCESS DEVELOPMENT INTERNATIONAL, INC.
EXECUTIVE STOCK OPTION AGREEMENT
Grant Group No.1
No. of Shares 25,000
THIS AGREEMENT is effective as of the 3rd day of JANUARY , 1996 between
Success Development International, Inc., a Florida corporation (the "Company"),
and an employee of the Company or one of its subsidiaries ("Optionee").
WITNESSETH
1. GRANT OF EXECUTIVE STOCK OPTION. Pursuant to the provisions of Article
III of the Long Term Incentive Plan of Success Development International, Inc.,
(the "Plan"), the Company hereby grants to Optionee, subject to the terms and
conditions of the Plan (the terms of which are hereby incorporated by
reference), the right and option (the "Executive Stock Option") to purchase from
the Company 25,000 shares of common stock of the Company, par value $.001 (the
"Common Stock"), subject to the terms and conditions herein set forth and
exercisable as hereinafter provided. This Executive Stock Option shall not
constitute an incentive stock option within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code").
2. TERMS AND CONDITIONS. The Executive Stock Option evidenced hereby is
subject to the following terms and conditions:
(a) PRICE. The purchase price per share is $0.18.
(b) EXPIRATION DATE. The Executive Stock Option shall expire 10
years after the date hereof, or on JANUARY 3 , 2006.
(C) EXERCISE OF OPTION. No part of the Executive Stock Option may be
exercised until Optionee has remained in the employ of the Company or a
subsidiary of the Company as defined in the Plan (any such subsidiary, being
hereinafter called a "Subsidiary") for a period of two (2) years after the date
hereof.
This Executive Stock Option may be exercised thereafter, to the
extent exercisable by its terms, in whole, or from time to time in part, at any
time prior to the expiration hereof in accordance with the exercise schedule set
forth below (the "Exercise Schedule"). Any exercise shall be accompanied by a
written notice to the Company specifying the number of shares as to which the
Executive Stock Option is being exercised. The Exercise Schedule shall be as
follows:
FULL YEARS CUMULATIVE PERCENTAGE
ELAPSED SINCE OF THE SHARES WHICH
DATE OF GRANT MAY BE EXERCISED
3 50%
4 75%
5 100%
(d) PAYMENT OF PURCHASE PRICE UPON EXERCISE. At the time of any
exercise, the full purchase price of the shares of Common Stock as to which this
Executive Stock Option shall be exercised shall be paid to the Company in the
form of cash, Common Stock at fair market value, or any combination thereof. For
the purposes of this paragraph, "fair market value" of the Common Stock shall
have the meaning assigned thereto in the Plan.
(e) EXERCISE UPON DEATH. DISABILITY OR TERMINATION OF EMPLOYMENT.
(1) DEATH WHILE EMPLOYED. If Optionee shall die while an
employee of the Company or of a Subsidiary, this Executive Stock Option may be
fully exercised by the person or persons to whom Optionee's rights under this
Executive Stock Option shall pass by will or by applicable law, or if no such
person has such right, by Optionee's executors or
39
administrators, at any time, or from time to time, within one year from the date
of Optionee's death.
(2) DISABILITY OR NORMAL RETIREMENT. If Optionee's employment
with the Company or with a Subsidiary shall terminate because of Disability (as
defined in the Plan), Optionee may fully exercise this Executive Stock Option at
any time, or from time to time, within one year from the date of termination of
employment.
(3) EARLY RETIREMENT. If Optionee's employment with the
Company or with a Subsidiary shall terminate because of early retirement within
the meaning of the Company's applicable retirement plan, Optionee may fully
exercise this Executive Stock Option at any time, or from time to time, within
one year from the date of termination of employment, provided, however, that
such exercise shall be limited in the aggregate to the number of shares which
Optionee was entitled to purchase on the date of such retirement.
Notwithstanding this Section 2(c)(3), in no event shall an Executive Stock
Option be exercised after the expiration of ten (10) years from the date of
grant.
(4) OTHER TERMINATION. If Optionee's employment with the
Company or with a Subsidiary shall terminate for any reason other than death,
Disability or Retirement as specified in clauses (1), (2), or (3) of this
subparagraph (e), Optionee may exercise this Executive Stock Option, to the
extent that Optionee is entitled to do so at the date of termination of
employment, at any time, or from time to time, within three months from the date
of termination of employment.
(5) DEATH AFTER TERMINATION OF EMPLOYMENT. If Optionee shall
die following a termination of employment, this Executive Stock Option may be
exercised, by the person or persons to whom Optionee's rights under this
Executive Stock Option shall pass by will or by applicable law, or if no such
person has such right, by Optionee's executors or administrators, to the extent
and during the period that Optionee was entitled to do so.
(6) EXPIRATION. In no event shall Optionee or, on Optionee's
death, Optionee's successors exercise this Executive Stock Option after the
expiration date specified in subparagraph (b) of this Section 2.
(f) NONTRANSFERABILITY. This Executive Stock Option shall not be
assignable or transferable other than by will, the laws of descent and
distribution or a qualified domestic relations order ("QDRO") as defined by the
Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder. During the lifetime of Optionee, this
Executive Stock Option shall be exercisable only by Optionee or by the guardian
or legal representative of Optionee or pursuant to a QDRO.
(g) ADJUSTMENTS. In the event of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, rights offer, liquidation,
dissolution, merger, consolidation, spin-off or sale of assets, or of any other
change in or affecting the corporate structure or capitalization of the Company,
then in any such event the number and kind of shares subject to this Executive
Stock Option and the purchase price per share shall be appropriately adjusted
pursuant to Section 5.2 of the Plan consistent with such change in such manner
as the Committee appointed pursuant to Section 1.2 of the Plan (the "Committee")
may deem equitable to prevent substantial dilution or enlargement of the rights
granted to Optionee hereunder. Any adjustment so made shall be final and binding
upon Optionee.
(h) NO RIGHTS AS SHAREHOLDER. Optionee shall have no rights as a
shareholder with respect to any shares subject to this Executive Stock Option
prior to the date of issuance of a certificate or certificates for such shares.
(I) NO RIGHT TO CONTINUED EMPLOYMENT. This Executive Stock Option
shall not confer upon Optionee any right with respect to continuance of
employment by the Company or any Subsidiary or the Company, nor shall it
interfere in any way with the right of the employer to terminate Optionee's
employment at any time.
(j) COMPLIANCE WITH LAW AND REGULATIONS. The Company shall not be
required to deliver any certificates prior to (1) the listing of such shares on
any stock exchange on which the Common Stock may then be listed and (2) the
completion of any registration or qualification of such shares under any federal
or state law, or any rule or regulation of any governmental body which the
Company shall, in its sole discretion, determine to be necessary or advisable.
40
(k) INCOME TAX WITHHOLDING. The parties hereto recognize that the
Company may be obligated to withhold federal, state or local income taxes and
social security taxes in connection with the exercise of the Executive Stock
Option or in connection with the disposition of any shares of Common Stock
acquired by exercise of this Executive Stock Option. Optionee agrees that the
Company may withhold amounts needed to cover such taxes from payments otherwise
due and owing to Optionee, and also agrees that upon demand Optionee will
promptly pay to the Company having such obligation any additional amounts as may
be necessary to satisfy such withholding tax obligation Such payment shall be
made in cash or by certified check payable to the order of the Company.
3. INVESTMENT REPRESENTATION. The Committee may require Optionee to
furnish to the Company, prior to the issuance of any shares upon the exercise of
all or any part of this Executive Stock Option, an agreement (in such form as
such Committee may specify) in which Optionee represents that the shares of
Common Stock acquired upon exercise are being acquired for investment and not
with a view to the sale or distribution thereof. The recipient hereby
acknowledges that any shares issued pursuant to the exercise of the Option shall
be restricted securities within the meaning of Rule 144, promulgated under the
Securities Act of 1933, as amended (the "Act"). Any transfers or resales of such
shares will be made only in compliance with (I) the registration requirements of
the Act, and any applicable state securities laws; (ii) an exemption from the
registration requirements of the Act, and said state laws; or (iii) the
provisions of Rule 144. In addition, the Company shall place on such shares, as
appropriate, a legend describing such restrictions.
4. OPTIONEE BOUND BY PLAN. Optionee hereby acknowledges receipt of a copy
of the Plan and agrees to be bound by all the terms and provisions thereof. In
the event any of the terms of this Agreement are deemed to conflict with any of
the terms of the Plan, the terms of the Plan shall prevail.
5. ACCELERATION. Notwithstanding anything herein to the contrary, if a
Change in Control of the Company, as defined in the Plan, occurs, the date on
which this Executive Stock Option may be exercised shall automatically, and
without further action by the Committee, be accelerated to the date of such
Change in Control.
6. NOTICES. Any notice hereunder to the Company shall be addressed to it
at its office, 0000 Xxx Xx. Xxxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxx 00000,
Attention: Chief Executive Officer, and any notice hereunder to Optionee shall
be addressed to him or her at the address as set forth below optionee's
signature, subject to the right of either party to designate at any time
hereafter, in writing, some other address.
7. COUNTERPARTS. This Agreement may be executed in two counterparts, each
of which shall constitute one and the same instrument.
8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
on its behalf by its duly authorized officer and Optionee has executed this
Agreement to be effective as of the day and year first above written.
SUCCESS DEVELOPMENT INTERNATIONAL, INC.
By: XXXXX X. XXXXX
Its: President
------------------------------------------------
optionee
Address:________________________________________
----------------------------------------
