EXHIBIT 4.2
Stock Option Agreement
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Optionee: ________________________ No. of Option Shares:______
Incentive Stock Option?:______
INTERACTIVE FLIGHT TECHNOLOGIES, INC.
1994 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated as of ___________, 1996, by and between
Interactive Flight Technologies, Inc., a Delaware corporation (the "Company"),
and _________________ (the "Optionee").
The Company has adopted the 1994 Incentive and Non-Statutory Stock
Option Plan (the "Plan"), and desires to provide an incentive to the Optionee to
exercise his/her best efforts on the Company's behalf by granting to the
Optionee the options provided for herein, all subject to the terms and
conditions of the Plan. Capitalized terms used herein and not defined have the
same meanings as set forth in the Plan.
IT IS AGREED as follows:
1. Grant of Option. The Company hereby grants to the Optionee on the
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date hereof the right and option to purchase (subject to adjustment pursuant to
Section 15 of the Plan) an aggregate of ________ of its shares of Class A Common
Stock ("Shares") at an exercise price per share of $________ (the "Exercise
Price") [, as an Incentive Stock Option.]
2. Option Period. The option granted hereby each shall expire on
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___________, 2006 (the "Expiration Date") subject to earlier termination as
provided in the Plan.
3. Exercise of Option.
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A. This option may be exercised prior to the Expiration Date in
installments as not to more than the number of shares set forth in the table
below during the respective installment periods set forth in the table below.
The number of shares set forth under the column entitled "Incentive" shall be
Incentive Stock Options.
Number of
Shares as to which
Exercise Period Option is Exercisable
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Incentive Non-Statutory
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On or after _______________
but prior to _______________
The right of exercise shall be cumulative so that if the option is not exercised
to the maximum extent permissible during any exercise period, it shall be
exercisable, in whole or in part, with respect to all shares not so purchased at
any time prior to the Expiration Date or the earlier termination of this option.
This option may not be exercised at any time on or after the Expiration Date.
B. The Optionee may exercise the option (to the extent then
exercisable) by delivering to the Company a written notice duly signed by the
Optionee in the form attached hereto as Exhibit A stating the number of Shares
that the Optionee has elected to purchase, and accompanied by payment (in cash
or by certified check) of an amount equal to the full purchase price for the
Shares to be purchased. The notice must also contain a statement (if required
and in a form acceptable to the Company) that the Optionee is acquiring the
Shares for investment and not with a view toward their distribution or resale.
Following receipt by the Company of such notice and payment, the Company shall
issue, as soon as possible, the Shares in the name of the Optionee and deliver
certificate therefor to the Optionee. No Shares will be issued until full
payment therefor has been made and until the Company has complied with all
requirements of the Securities Act of 1933, the Securities Exchange Act of 1934,
and securities exchange on which the Company's stock may be listed and all
applicable state laws in connection with the issuance of the Shares or the
listing of the Shares on said securities exchange. All Shares purchased upon
exercise of the option in accordance with this Section shall be fully paid and
non assessable.
C. At any time after the Offering Date, in lieu of delivering the
Exercise Price in cash or check, the Optionee may elect to receive shares equal
to the value of the Option or portion thereof being exercised (the "Net Issue
Exercise"). If the Optionee wished to elect the Net Issue Exercise, the
Optionee shall notify the Company of its election in writing at the time the
Optionee delivers to the Company the notice of exercise. In the event the
Optionee shall elect the Net Issue Exercise, the Optionee shall receive the
number of shares of Class A Common Stock equal to the product of (i) the number
of shares of Class A Common Stock purchasable under the Option, or portion
thereof being exercised, and (ii) the current market value, as defined below, of
one share of Class A Common Stock minus the Exercise Price, divided by (iii) the
current market value, as defined below, of one share of Class A Common Stock.
Current market value of a share shall be determined as follows:
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(i) If the Class A Common Stock is listed on a national
securities exchange or listed for trading on the NASDAQ system, the current
market value shall be the last reported sale price of the Class A Common Stock
on such exchange or system on the last business day prior to the date of
exercise of this Option or if no such sale is made on such day, the average
closing bid and asked prices for such day on such exchange or system; or
(ii) If the Class A Common Stock is not so listed the current
market value shall be the mean of the last reported bid and asked prices
reported by the National Quotation Bureau, Inc. on the last business day prior
to the date of the exercise of this Option; or
(iii) If the Class A Common Stock is not so listed and bid and
asked prices are not so reported, the current market value shall be an amount,
not less that book value thereof as at the end of the most recent fiscal year of
the Company ending prior to the date of the exercise of the Option, determined
in such reasonable manner as may be described by the Board of Director of the
Corporation.
4. Employment. Nothing contained in this Stock Option Agreement
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shall confer upon the Optionee any right to be employed by the Company nor
prevent the Company from terminating its current relationship with the Optionee
at any time, with or without cause. If the Optionee's current relationship with
the Company is terminated for any reason, the Option shall be exercisable only
as to those shares immediately purchasable by the Optionee at the date of
termination and, subject to Section 2 hereof, thereafter as provided by the
Plan.
5. Death. If the Optionee dies while employed by the Company, that
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portion of this option which was exercisable by the Optionee at the time of
death shall be exercisable by his legal representatives or beneficiaries at any
time within twelve (12) months after the Optionee's death.
6. Non-Transferability of Option. This Option shall not be
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transferable other than by will or by the laws of descent and distribution, and
may be exercised during the Optionee's lifetime only by the Optionee.
[7. Tax Status. The option hereby granted is intended to qualify as
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an incentive stock option within the meaning of Section 422A of the Code;
provided, however, to the extent that aggregate fair market value as of the date
of this grant, of the shares into which this option becomes exercisable for the
first time by the Optionee during the calendar year exceeds $100,000, the
portion of this option which is in excess of the $100,000 limitation will be
treated as a non-statutory stock option.]
8. Incorporation of Plan. The option granted hereby is subject to,
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and governed by, all the terms and conditions of the Plan, which are hereby
incorporated by reference. This Agreement, including the Plan incorporated by
reference herein, is the entire agreement among the parties hereto with respect
to the subject matter hereof and
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supersedes all prior agreements and understandings. In the case of any conflict
between the terms of this agreement and the Plan, the provisions of the Plan
shall control.
9. Purchase for Investment. As a condition to the exercise in whole
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or in part of the option hereby granted, each written notice of election shall
include a representation by the Optionee that the shares are being purchased for
investment and not for distribution or resale.
10. Notices. Any notice given by the Optionee hereunder shall be
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sent to the Company at its principal executive offices, and any notice from the
Company to the Optionee shall be sent to the Optionee at his address set forth
below; all such notices shall be in writing and shall be delivered in person or
by registered or certified mail. Either party may change the address to which
notices are to be sent by notice in writing given to the other in accordance
with the terms hereof.
11. Governing Law. The parties hereto hereby acknowledge and agree
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that the option hereby is granted in the State of New York and any shares issued
upon exercise of the option will be issued in the State of New York. This
Agreement, as well as the grant of such option and issuance of such Shares, is
and shall be governed by and construed in accordance with the laws of the State
of New York applicable to the agreements made and to be performed entirely
within such State.
[12. Notice of Early Disposition - Incentive Stock Options. The
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Optionee hereby agrees to notify the Company of any early disposition of Shares
as stated in Section 20(b)(i) of the Plan.]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
INTERACTIVE FLIGHT OPTIONEE
TECHNOLOGIES, INC.
By:_________________________ _________________________
Its:________________________
Address:
_________________________
_________________________
_________________________
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