FORM OF OPTION AWARD AGREEMENT LEVEL BRANDS, INC. Suite 407 Charlotte, NC 28211
Exhibit 3.9
FORM OF OPTION AWARD AGREEMENT
0000 Xxxxxx Xxxx
Suite 407
Charlotte, NC 28211
[DATE]
_________________
_________________
_________________
Re:
Stock Option
Dear __________:
We are pleased to advise you that, on [_______],
the Board of Directors of Level Brands, Inc., a North Carolina
corporation (the “Company”)
authorized the Award to you of an option to purchase [_______]
shares of our common stock, par value $0.001 per share (the
“Option”),
upon the following terms and conditions:
1.
The Option is granted in accordance with and
subject to the terms and conditions of the Company’s 2015
Equity Compensation Plan (the “Plan”).
2.
The
Option is [an incentive] [non-qualified] stock option.
3.
The
Option is exercisable commencing on [__________] and terminating at
5:00 pm New York time on [__________].
4.
The
price at which the Option may be exercised is $[_____] per
share.
5.
The
Option is non-transferable and may be exercised, in whole or in
part, during the exercise period, only by you, except that upon
your death, the Option may be exercised strictly in accordance with
the terms and conditions of the Plan.
6.
The exercise price and number of shares issuable
upon exercise of the Option (the “Option
Shares”) are subject to
adjustment in accordance with the Plan in the event of stock
splits, dividends, reorganizations and similar corporate
events.
7.
If, neither the Option nor the Option Shares have
been registered under the Securities Act of 1933, as amended (the
“Act”),
and the Option Shares may not be sold, assigned, pledged,
transferred or otherwise disposed of absent registration under the
Act or the availability of an applicable exemption from
registration. All certificates evidencing the Option Shares will
contain a legend describing this restriction on resale of the
Option Shares. There is [currently no public market for the
Company’s securities and there is] no assurance that there
will be a public market into which you may sell the Option Shares
or that you will be able to sell your Option Shares at a profit or
at all.
1
8.
In
order to exercise the Option, you must provide us with written
notice that you are exercising all or a portion of your Option. The
written notice must specify the number of Option Shares that you
are exercising your Option for, and must be accompanied by the
exercise price described in paragraph 4, above. Your Option Shares
will be issued to you within approximately one week following our
receipt of your exercise notice and cleared funds evidencing the
exercise price.
9.
No
rights or privileges of a shareholder of the Company are conferred
by reason of the grant of the Option to you. You will have no
rights of a shareholder until you have delivered your exercise
notice to us and we have received the exercise price of the Option
in cleared funds.
You
understand that the Plan contains important information about your
Option and your rights with respect to the Option. The Plan
includes terms relating to your right to exercise the Option;
important restrictions on your ability to transfer the Option or
Option Shares; provisions relating to adjustments in the number of
Option Shares and the exercise price; and early termination of the
Option following the occurrence of certain events; including the
termination of your relationship with us. By signing below, you
acknowledge your receipt of a copy of the Plan. By acceptance of
your Option, you agree to abide by the terms and conditions of the
Plan.
10.
Our
business is subject to many risks and uncertainties. We may never
operate profitably. The exercise of your Option is a speculative
investment and there is no assurance that you will realize a profit
on the sale of Option Shares received upon exercise of your
Option.
11.
The
Option will become effective upon your acknowledgment of the terms
and conditions of this Agreement and your delivery to us of a
signed counterpart of this Agreement.
12.
This
Agreement and Plan contain all of the terms and conditions of your
Option and supersedes all prior agreements or understandings
relating to your Option. This Agreement shall be governed by the
laws of the State of Florida without regard to the conflicts of law
provisions thereof.
13.
This
Agreement may not be amended orally.
Very
truly yours,
__________________________
Xxxxxx
X. Xxxxxxxxxx,
Chief
Executive Officer
AGREED TO AND ACCEPTED THIS
_____ DAY OF ________ 20__
________________________________
(Signature)
_________________________________
(Print Name)
2
