Exhibit No. 11
American Sports History Incorporated
1998 Form 10-KSB
File No. 00-00000-00
AMERICAN SPORTS HISTORY INCORPORATED
NON-QUALIFIED STOCK OPTION AGREEMENT
This Stock Option Agreement is made this ______ day of
________________, 1998, between American Sports History
Incorporated (the "Company"), and _______________________ (the
"Option Holder").
R E C I T A L S
A. The Board of Directors has determined that it is to the
advantage and best interest of the Company and its shareholders
to grant an option to the Option Holder covering shares of the
Company's Common Stock as an inducement to remain in the service
of the Company and as an incentive for increased effort during
such service, and has approved the execution of this Stock Option
Agreement between the Company and the Option Holder.
B. The option granted hereby is to an independent
contractor and is not intended to qualify as an "incentive stock
option," in regard to Employees, under Section 422A of the
Internal Revenue Code of 1954, as amended.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Company grants to the Option Holder the right and
option to purchase on the terms and conditions hereinafter set
forth, all or any part of an aggregate of ______________ shares
of the Common Stock of the Company at the purchase price of
$______ per share, and exercisable from time to time in
accordance with the provisions of this Agreement during a period
expiring on the tenth anniversary from the date of this Agreement
(the "Expiration Date").
2. The Option Holder may not purchase any shares by exercise
of this Option between the Effective Date of this Agreement and
the first anniversary date thereof. Thereafter, shares may be
purchased by exercise of this Option on or after the respective
anniversary of the Effective Date in the amounts indicated as
follows:
Cumulative
Anniversary Percentage Percentage
Date Exercisable Exercisable
1st 33 1/3% 33 1/3%
2nd 33 1/3% 66 2/3%
3rd 33 1/3% 100%
At any time after the third such anniversary date of this
Agreement, but no later than the Expiration Date, the Option
Holder may purchase all or any part of the shares subject to this
Option which the Option Holder theretofore has not exercised.
The number of shares which may be purchased shall be calculated
to the nearest full share and shall not be for fewer than 100
shares. The foregoing limitations shall similarly apply to the
transferees of the Option Holder by will or by the laws of
descent or distribution, so that said transferees shall be
entitled (provided they act within twelve (12) months after the
death of the Option Holder but in no event later than the
Expiration Date) to purchase by exercise of this Option all or
any portion of the shares subject to this Option which the Option
Holder could have purchased by the exercise of the option at the
time of the Option Holder's death but with respect to which this
Option was not previously exercised, and no more. This Option
may be exercised during the lifetime of the Option Holder only by
the Option Holder, or within twelve (12) months after his death
by his transferees by will or the laws of the descent or
distribution, and not otherwise, regardless of any community
property interest therein of the spouse of the Option Holder, or
such spouse's successors in interest. If the spouse of the
Option Holder shall have acquired a community property interest
in this Option, the Option Holder, or Option Holder's permitted
successors in interest, may exercise the option on behalf of the
spouse of the Option Holder or such spouse's successors in
interest.
3. Each exercise of this Option shall be by means of a
written notice of exercise delivered to the Secretary of the
Company, specifying the number of shares to be purchased and
accompanied by payment to the Company of the full purchase price
of the shares to be purchased. The purchase price of the shares
upon exercise of an option shall be paid (i) in cash or by
certified or cashier's check payable to the order of the Company,
(ii) by delivery of shares of Common Stock of the Company already
owned by and in the possession of the option holder, or (iii) by
a promissory note made by option holder in favor of the Company,
upon the terms and conditions determined by the Board of
Directors and secured by the shares issuable upon exercise
complying with applicable law (including, without limitation,
state, corporate and federal margin requirements), or any
combination thereof. Shares of Common Stock used to satisfy the
exercise price of this Option shall be valued at their fair
market value determined as of the close of the business day
immediately preceding the date of exercise.
4. The fair market value of a share of Common Stock shall
be determined for purposes of this Agreement by reference to the
most recent sale price of the Company's Common Stock and such
other factors as the Board of Directors may deem appropriate to
reflect the then fair market thereof, unless such shares are
publicly traded on a stock exchange or otherwise, in which case
such value shall be determined by reference to the closing price
of such share on the principal stock exchange on which such
shares are traded, or, if such shares are not then traded on a
principal stock exchange, the mean between the bid and asked
price of a share as supplied by the National Association of
Securities Dealers through NASDAQ (or its successor in function),
in each case as reported by The Wall Street Journal, for the
business day immediately preceding the date on which the option
is exercised.
5. No shares issuable upon the exercise of this Option
shall be issued and delivered unless and until there shall have
been full compliance with all applicable registration
requirements of the Securities Act of 1933, as amended, all
applicable listing requirements of any national securities
exchange on which shares of the same class are then listed and
any other requirements of law or of any regulatory bodies having
jurisdiction over such issuance and delivery.
Without limiting the foregoing, the undersigned hereby
agrees that unless and until the shares of stock covered by this
Option have been registered with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, he will
purchase all shares of stock to be issued upon exercise of this
Option for investment and not for resale or for distribution and
that upon each exercise of any portion of this Option the person
entitled to exercise the same shall, upon the request of the
Company, furnish evidence satisfactory to the Company (including
a written and signed representation) to that effect in form and
substance satisfactory to the Company, including an
indemnification of the Company in the event of any violation of
the Securities Act of 1933 by such person. Furthermore, the
Company may, if it deems appropriate, affix a legend to
certificates representing shares of stock upon exercise of
options indicating that such shares have not been registered with
the Securities and Exchange Commission and may so notify its
Transfer Agent, and may take such other action as it deems
necessary or advisable to comply with any other regulatory or
governmental requirements.
6. If Option Holder or Option Holder's permitted successors
in interest disposes of shares of Common Stock acquired pursuant
to the exercise of this Option, the Company shall have the right
to require Option Holder or Option Holder's permitted successor
in interest to pay the Company the amount of any taxes, which the
Company may be required to withhold with respect to such shares.
7. This Option and the rights and privileges granted hereby
shall not be transferred, assigned, pledged or hypothecated in
any way, whether by operation of the law or otherwise, except by
will or the laws of descent and distribution. Upon any attempt
so to transfer, assign, pledge, hypothecate or otherwise dispose
of this option or any right or privileges granted hereby contrary
to the provisions hereof, this Option and all rights and
privileges contained herein shall immediately become null and
void and of no further force or effect.
8. If the outstanding shares of the Common Stock of the
Company are increased, decreased, changed into, or exchanged for
a different number or kind of shares or securities of the Company
through reorganization, recapitalization,reclassification, stock
dividend, stock split or reverse stock split, an appropriate and
proportionate adjustment (to be conclusively determined by the
Board of Directors of the Company) shall be made in the number
and kind of securities receivable upon the exercise of this
Option, without change in the total price applicable to the
unexercised portion of this Option but with a corresponding
adjustment in the price for each unit of any security covered by
this Option.
Upon the dissolution or liquidation of the Company, or upon
a reorganization, merger or consolidation of the Company with one
or more corporations as a result of which the Company is not the
surviving corporation, or upon the sale of substantially all the
property or more than 80% of the then outstanding stock of the
Company to another corporation, this Option shall terminated,
unless express written provision be made in connection with such
transaction for (i) the immediate exercisability of this Option,
(ii) the assumption of this Option or the substitution therefore
of a new option covering the stock of a successor corporation, or
a parent or subsidiary thereof, with appropriate adjustments as
to number and kind of shares and prices, such adjustments to be
conclusively determined by the Board of Directors of the Company.
Adjustments under this paragraph 8 shall be made by the Board of
Directors, whose determination as to what adjustments shall be
made, and the extent thereof, shall be final, binding and
conclusive. No fractional shares shall be issued under any such
adjustment.
9. Neither the Option Holder nor any other person legally
entitled to exercise this option shall be entitled to any of the
rights or privileges of a shareholder of the Company in respect
of any shares issuable upon any exercise of this Option unless
and until a certificate or certificates representing such shares
shall have been actually issued and delivered to him.
10. This Option has been executed and delivered the day and
year first above-written at Chatham, New Jersey, and the
interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of New Jersey.
AMERICAN SPORTS HISTORY
INCORPORATED
By:_________________________________
XXXXXXX X. XXXXXXX
Chairman of the Board and
Chief Executive Officer
By:_________________________________
Option Holder
