Exhibit 4.3
OPTION AGREEMENT
ACTRADE FINANCIAL TECHNOLOGIES LTD. ("ACTRADE"), hereby grants and issues
pursuant to the terms of a certain employment agreement, _______________
(_______________) COMMON STOCK PURCHASE OPTIONS (the "Options"), each of which
shall entitle the holder thereof to purchase one share of its common stock
(hereafter the "Option Shares") to:
____________________
or his duly designated assigns or transferees (hereafter the "Option Holder"),
subject to the following rights, privileges and restrictions:
1. TERM. The foregoing Options shall be effective for a period of ______ (__)
Years commencing on _______________ ("Grant Date") and expiring
_______________ (the "Exercise Period") PROVIDED THAT the Option Holder
continues as an employee, director, consultant or professional advisor to
Actrade. In the event that the Option Holder, or any transferee or assignee
of the Option Holder, shall not be, or cease to be, an employee, director,
consultant or professional advisor to Actrade then, and only in such event,
shall the term of this Option be changed to the following:
(f) DISABILITY. If the Option Holder becomes permanently and totally
disabled while employed by Actrade, such Option Holder shall continue
to be treated as an active employee of the Company and Options may be
exercised by him/her within such period as shall then remain under the
original term hereof;
(g) DEATH. If the Option Holder dies while employed by Actrade, the
Options shall become fully vested and may be exercised by his/her
personal representative or by the person entitled thereto under
his/her will or the laws of intestate succession within twelve (12)
months after the date of the Option Holders death;
(h) RETIREMENT. Upon the Retirement by the Option Holder, Options may be
exercised within such period as shall then remain under the original
term hereof;
(i) TERMINATION OF EMPLOYMENT WITH CAUSE. If the Option Holder ceases to
be employed by, or to be a consultant, director or professional
advisor of, Actrade for cause (as defined under the Option Holder's
terms of employment, the Options held at the date of such termination
(to the extent exercisable at such date of termination) may be
exercised by the Option Holder within two (2) months after the date of
such termination, or the expiration of the original terms hereof,
whichever is earlier;
(j) TERMINATION OF EMPLOYMENT WITHOUT CAUSE. If the Option Holder ceases
to be employed by, or to be a consultant, director or professional
advisor of Actrade for a reason other than as provided in (a), (b),
(c) or (d) above, the Options held at the date of such termination
shall become fully vested and may be exercised, in whole or in part
within twelve (12) months after the date of such termination, or the
expiration of the original term hereof, whichever is earlier.
2. VESTING OF RIGHTS. Anything herein to the contrary notwithstanding, it is
understood and agreed that ownership of the aforesaid Options shall vest as
follows:
(i) At the end of each 12-month period following the date on which Options
granted herein shall fully vest in the Option Holder, the Option
Holder shall be entitled to exercise up to 50% of said vested Options
into registered Shares pursuant to the Actrade Financial Technologies
Ltd. 2001 Stock Option Plan, or any successor plan then in effect;
(ii) At the end of each 24-month period following the date on which Options
granted herein shall fully vest in the Option Holder, the Option
Holder shall be entitled to exercise 100% of the vested Options into
registered Shares pursuant to the Actrade Financial Technologies Ltd.
2001 Stock Option Plan, or any successor plan then in effect;
(iii) At any time Option Holder may exercise any fully vested Options
granted hereunder and receive unregistered shares that shall be
subject to restrictions against their sale or further transfer
pursuant to the provision of the Securities Act of 1933, as amended;
(hereafter the "Vesting Dates") provided that Option Holder is an employee,
director, consultant or professional advisor of Actrade. However, in the event
that the Option Holder shall cease to be a consultant, employee or professional
advisor to Actrade then the Option Holder shall not be entitled to exercise
vested Options into registered Shares pursuant to the Actrade Financial
Technologies Ltd. 2001 Stock Option Plan, or any successor plan then in effect,
and shall only have such rights as existed on the date of the termination of his
or her relationship with Actrade.
3. EXERCISE PRICE AND PARTIAL EXERCISE RIGHTS. The Options shall be exercisable
at a price of $______ per Share at anytime during the Exercise Period, as
defined under Paragraph 1 above. The Exercise Price for Shares purchased upon
exercise of an Option shall be paid in full at the time of purchase. The Options
must be exercised in whole or in part, provided that no such exercise shall be
for amounts of less than _________ Options, at any time prior to the expiration
of the Exercise Period, except where Actrade shall specifically agree in writing
to a different partial exercise by the Option Holder. In the event that a
partial exercise is made by the Option Holder, this Option Agreement shall be
duly endorsed by Actrade to reflect the date and number of Option Shares
acquired by the Option Holder and to state the number of Option Shares remaining
available hereunder.
4.TRANSFERABILITY. Neither this Option nor any right to the Option Shares to be
received upon its exercise may be sold, transferred or assigned by the Option
Holder except by will or the laws of descent and distribution of the state or
country of the Option Holder's domicile at the time of death or with the consent
of Actrade at anytime after the first year following the Grant Date. No such
transfer or assignment shall be deemed accepted by Actrade unless written notice
thereof shall be given to Actrade by the transferring Option Holder and until
such transfer or assignment is accepted by Actrade and duly recorded on its
books and records. The provisions as to the Term of this Option shall apply to
any transferee or assignee for the Option Shares so transferred.
5. ADJUSTMENTS DUE TO RECAPITALIZATION OR STOCK SPLITS. It is understood that in
the event of any recapitalization or forward or reverse stock split by Actrade
which impacts its shares of common stock then, in such event, the number of
Option Shares shall be adjusted to reflect the impact of such action in the same
fashion as if the Option Shares had been issued and
outstanding on the effective date of such action. However, nothing contained
herein shall be interpreted as intending to protect or exempt the Option Holder
from any dilution due to any issuance of common stock subsequent to the date
hereof resulting from the sale for value by Actrade of any additional shares of
common stock or from the exercise of any warrants or other rights to subscribe
for common stock which may be presently outstanding or which may hereafter be
issued by the due and proper action of the Pan Committee of Actrade.
6. TAXES. It is understood and agreed that, unless the Plan Committee permits
otherwise, any and all applicable local, state and federal taxes required by law
to be withheld with respect to (i) the exercise of any Option or (ii) the
transfer or other disposition of Shares acquired upon exercise of any Option,
shall be the sole and absolute obligation of the Option Holder and Actrade shall
have no obligation or liability with respect thereto.
7. APPLICABLE LAW. This Option Agreement and all controversies or disputes
hereunder shall be governed by the laws of the state of New York and any suit or
action brought hereunder, or relating to any matter which is the subject of this
Option Agreement shall have as its sole venue the appropriate court located with
the city, county and state of New York, and no other place.
8. SAVING CLAUSE. This Option Agreement is being entered into in the state of
New York and the validity, interpretation, performance and enforcement hereof
shall be governed by the domestic laws of New York. In case any one or more of
the provisions contained in this Option Agreement shall for any reason be held
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Option Agreement,
or of the underlying Option Shares represented hereby, and this Option Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
9. DUE AUTHORIZATION. The issuance of this Option Agreement, and of the
Underlying Option Shares according to the terms stated herein, has been duly
approved by all required corporate action on the part of Actrade and has been
duly approved by the Plan Committee of Actrade as the valid and binding
obligation of Actrade.
DATED: ___________ ACTRADE FINANCIAL TECHNOLOGIES LTD.
(Seal)
By: _________________________________
Xxxxxxxxx X. Xxxxxxx, President
