E X H I B I T 1 0.8
SPECIMEN EXECUTIVE STOCK OPTION AGREEMENT
DATED 17 AUGUST 1995
ALPNET EXECUTIVE STOCK OPTION
THIS EXECUTIVE STOCK OPTION (the "OPTION") is granted effective as of 17
August 1995, by ALPNET, INC., a Utah corporation having its principal place of
business in Salt Lake City, Utah ("ALPNET"), to ,
who currently resides in Salt Lake City, Utah (" ").
R E C I T A L S:
A. ALPNET, and its subsidiaries and affiliates, form a world wide network
engaged in the business of providing specialized language services for
businesses engaged in international trade.
B. The Board of Directors of ALPNET (the "BOARD") have approved the
granting of a limited number of stock options to certain executive officers of
ALPNET as an incentive to those certain executive officers to improve the
performance and profitability of ALPNET and its subsidiaries.
C. is the and
of ALPNET, and the Board has approved the granting of a
stock option to in his capacity as executive officer of
ALPNET.
A G R E E M E N T:
NOW, THEREFORE, in conjunction with the employment of by
ALPNET, and as a part of ALPNET's executive officer incentive program, ALPNET
hereby grants to the option (the "OPTION") to purchase
up to shares of ALPNET's unissued but authorized restricted common
stock, no par value (the "SHARES"), on the terms and conditions that are set
forth in this Agreement.
1. VESTING OF OPTION. The Option shall vest and become exercisable as
follows:
1.1. The first Shares shall vest and become
exercisable on 1 September 1996, at an exercise price of $0.50 per share;
1.2. The second Shares shall vest and become
exercisable on 1 September 1997, at an exercise price of $0.75 per share; and
1.3. The final Shares shall vest and become exercisable
on 1 September 1998, at an exercise price of $1.10 per share.
2. ACCELERATION UPON CHANGE IN CONTROL. All unvested and/or
unexercisable portions of the Option shall accelerate and become immediately
vested and exercisable if employment is
involuntarily terminated (with or without cause) within one (1) year after a
"change in control" of ALPNET. As used herein, a "change in control" shall mean
the acquisition by a person or group of the beneficial ownership of (i) thirty-
five percent (35%) or more of the outstanding common stock or common stock
equivalents of ALPNET or (ii) fifty percent (50%) or more of ALPNET's assets.
3. RIGHT TO EXERCISE; EXPIRATION OF OPTION. has the
right to exercise the Option only while is an
employee, officer or director of ALPNET. Any portion of the Option which has
not been exercised by will expire on 1 September 2000,
unless sooner terminated by the terms of this Agreement.
4. METHOD OF EXERCISE. The Option shall be exercisable by a written
notice to ALPNET which shall:
4.1. State the election to exercise the Option, the number of shares
in respect of which it is being exercised, and current
address and Social Security Number (if applicable);
4.2. Contain such representations and agreements as to
investment intent with respect to such shares as may be satisfactory to
ALPNET's counsel; and
4.3. Be signed by .
5. PAYMENT OF EXERCISE PRICE. Payment of the exercise price of any shares
with respect to which the Option is being exercised shall be paid in full in
United States dollars or by certified funds and shall be delivered with the
notice of exercise; provided, however, that at the discretion of
, the exercise price may be paid in full or in part with stock of
ALPNET valued at fair market value as of the date of exercise of the Option.
The Shares shall be issued upon payment in full therefor. Until the issuance of
the stock certificates, no rights as a shareholder shall exist with respect to
shares subject to the Option notwithstanding the exercise of the Option. No
adjustment will be made for a dividend or other rights for which the record date
is prior to the date the stock certificate is issued.
6. RESTRICTIONS ON EXERCISE AND SHARES. As a condition to his exercise of
the Option, ALPNET may require to make such
representations and warranties to ALPNET as may be required by applicable law or
regulation. acknowledges and understands that the Shares
issued pursuant to the exercise of the Option will be "restricted" or "legend"
securities and will be so marked and identified. understands and
acknowledges that "restricted" or "legend" securities means that said securities
cannot be resold without registration under the United States Securities Act of
1933 or pursuant to an exemption from such registration.
7. NON-TRANSFERABILITY OF OPTION. The Option may not be transferred by
and may be exercised during the lifetime of
only by him and only while he is an employee, officer, director
or independent contractor of ALPNET, except that if his employment or position
terminates by reason of his death, to the extent that shares subject to the
Option have vested and remain unexercised on the date of
death, such vested Option may be exercised within six (6) months after
the death of , but in no event later than 1
September 2000, by, and only by, the person or persons to whom his rights under
the Option shall have passed by Will or by the laws of descent and distribution.
8. INVESTMENT PURPOSES. covenants and warrants that
any and all securities of ALPNET obtained upon exercise of all or any part of
the Option are being acquired for personal account
and not on behalf of any others or with a view to their distribution.
9. EFFECT OF OPTION ON EMPLOYMENT. The grant of the Option does not give
any right to continued employment with ALPNET
or its subsidiaries or affiliates for any period, and does not give ALPNET or
its subsidiaries or affiliates any right to the continued services of
for any period.
10. VOLUNTARY RELINQUISHMENT OF NSO PLAN. hereby
voluntarily relinquishes and forfeits any and all right, title and interest he
currently has in options, whether vested or non-vested, which have been granted
to him by ALPNET under ALPNET's nonstatutory stock option plan.
11. NO ISSUANCE OF STOCK IN VIOLATION OF LAWS.
right to receive stock of ALPNET upon exercise of the Option is subject to
ALPNET's obligation to comply with all applicable state and federal securities
laws, as well as the requirements of any stock exchange on which the shares of
ALPNET are listed and that notwithstanding anything contained herein to the
contrary, this Agreement shall not require ALPNET to issue shares to
if such issuance would be a violation of applicable laws or
agreements with stock exchanges.
12. GENERAL PROVISIONS. The following provisions are also an integral
part of this Agreement.
12.1. BINDING AGREEMENT. This Agreement shall be binding upon and
shall inure to the benefit of the successors and assigns of the respective
parties hereto.
12.2. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding and agreement between the parties and supersedes all prior
agreements, representations or understandings between the parties relating to
the subject matter hereof. All preceding agreements relating to the subject
matter hereof, whether written or oral, are hereby merged into this Agreement.
12.3. CAPTIONS. The headings used in this Agreement are inserted for
reference purposes only and shall not be deemed to define, limit, extend,
describe or affect in any way the meaning, scope or interpretation of any of the
terms or provisions of this Agreement or the intent hereof.
12.4. COUNTERPARTS. This Agreement may be signed in any number of
counterparts with the same effect as if the signatures upon any counterpart were
upon the same instrument. All signed counterparts shall be deemed to be one
original.
12.5. SEVERABILITY. The provisions of this Agreement are severable;
and should any provision hereof be void, voidable, unenforceable or invalid,
such void, voidable, unenforceable or invalid provision shall not affect the
other provisions of this Agreement.
12.6. WAIVER OF BREACH. Any waiver by either party of any breach of
any kind or character whatsoever by the other, whether such be direct or
implied, shall not be construed as a continuing waiver of or consent to any
subsequent breach of this Agreement.
12.7. ATTORNEYS' FEES. In the event any action or proceeding is
brought by either party to enforce the provisions of this Agreement, the
prevailing party shall be entitled to recover its costs and reasonable
attorneys' fees, whether such sums are expended with or without suit, at trial
or on appeal.
12.8. CUMULATIVE REMEDIES. The rights and remedies of the parties
hereto shall be construed cumulatively, and none of such rights and remedies
shall be exclusive of, or in lieu or limitation of any other right, remedy or
priority allowed by law.
12.9. AMENDMENT. This Agreement may not be modified except by an
instrument in writing signed by the parties hereto.
12.10. TIME OF ESSENCE. Time is the essence of this Agreement.
12.11. INTERPRETATION. This Agreement shall be interpreted,
construed and enforced according to the substantive laws of the State of Utah
and the United States securities laws.
12.12. GOVERNING LAW AND JURISDICTION. This Agreement shall be
construed under and governed by the laws of the State of Utah, United States of
America, in force at the time of execution. Each of the parties hereby
irrevocably consents and agrees that any legal action, suit or proceeding
arising out of or in any way in connection with this Agreement, including an
appeal therefrom, may be instituted or brought in the Federal District Court for
the District of Utah, and each of the parties hereby irrevocably consents and
submits to, for themselves and in respect of their property, generally and
unconditionally, the jurisdiction of such Court, and to all proceedings in such
Court. Further, each of the parties irrevocably consents to actual receipt of
any summons and/or legal process at their respective addresses as set forth in
this Agreement as constituting in every respect sufficient and effective service
of process in any such legal action or proceeding. The parties further agree
that final judgment in any such legal action, suit or proceeding shall be
conclusive and may be enforced in any other jurisdiction, whether within or
outside the United States of America, by suit under judgment, a certified or
exemplified copy of which shall be conclusive evidence of the fact and the
amount of the liability.
12.13. NOTICE. All notices, requests, demands and other
communications hereunder shall be deemed to have been duly given when such
notice shall have been either (i) duly mailed by registered or certified, first-
class mail, return receipt requested, postage prepaid, or (ii) transmitted by
hand-delivery, telegram, telex, telecopier or facsimile transmission, to the
party entitled to receive the same at the address indicated below, or at such
other address as such party shall have specified by written notice to the other
party hereto given in accordance herewith:
If to ALPNET, at the following address:
ALPNET, Inc.
x/x X. Xxxxx Xxxxxx
0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000-0000 XXX
If to , at the following address:
DATED effective the day, month and year first above written.
ALPNET, INC., A UTAH CORPORATION
By:____________________________
XXXXX X. XXXXXX
Chairman of the Board
ACCEPTANCE OF GRANT
The undersigned hereby acknowledges the granting, and his acceptance, of
the Option on the terms and conditions set forth above.
_______________________________
