VACATION EMPORIUM CORPORATION
STOCK OPTION AGREEMENT
(Advisor)
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Optionee Name:
Optionee Address:
Number of Shares of Exercise Price
Common Stock: 15,000 per Share: US $3.50
Date of Grant: August 17, 1999
Date of Hire: Inapplicable
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STOCK OPTION AGREEMENT (this "Agreement") made as of the Date of
Grant set forth above, between VACATION EMPORIUM CORPORATION, a Nevada
corporation (the "Company"), and the Optionee identified above ("Optionee"),
residing at the address set forth above.
WHEREAS, the Company has retained the services of Optionee as a
member of its Advisory Board; and
WHEREAS, pursuant to the Company's 1996 Compensatory Stock Option
Plan (the "Plan"), the Company desires to grant stock options to Optionee to
purchase certain shares of its common stock, par value $.001 per share (the
"Common Stock"); and
WHEREAS, the Options (hereinafter defined) being granted by the
Company hereunder and the shares of Common Stock issuable upon the exercise of
such Options, if any, have not been registered under the Securities Act of 1933,
as amended (the "Act"), in reliance on an exemption from registration contained
in Section 4(2) of the Act; and
WHEREAS, this Agreement consists of this Agreement and the Plan
attached hereto as Exhibit A;
NOW, THEREFORE, the Company and the Optionee hereby agree as
follows:
W I T N E S S E T H:
1. Definitions. In this Agreement, except where the context
otherwise indicates, the following definitions apply:
1.1 Terms defined in the Plan shall have the same meanings
when used herein as defined therein.
1.2 The term "Optionee" when used herein shall include the
Optionee's legal representative when the context requires.
2. Representations, Warranties and Acknowledgements of the Optionee.
2.1 The Optionee's address set forth above is his or her true
and correct residence.
2.2 The Optionee has had an opportunity to ask questions and
receive answers from the officers and directors of the Company, or a person or
persons acting on its behalf, concerning the terms and conditions of this
Agreement and the business and affairs of the Company. The Optionee has a
sufficient business and personal relationship with one or more of the officers
and directors of the Company, and has sufficient business or financial
experience, so as to be able to protect his or her own interests in connection
with the issuance of the Options (as hereinafter defined) and the issuance of
any Common Stock upon any exercise of the Options.
2.3 The Optionee acknowledges that the Options and the Common
Stock to be issued upon the exercise of the Options, if any, are speculative
investments and involve a substantial degree of risk of loss by the Optionee.
The Optionee represents and warrants to the Company that he or she is acquiring
the Options, and the Common Stock to be issued upon the exercise of the Options
(if the Options are exercised), solely for investment purposes and not with a
view towards distribution or transfer. The Optionee acknowledges that the
Options may or may not be of any value, based on numerous circumstances and
conditions, many of which may be beyond the control of Optionee.
2.4 The Optionee acknowledges that the Options and the Common
Stock to be issued upon the exercise of the Options constitute a part of the
Optionee's compensation arrangement with the Company.
2.5 The Optionee confirms that neither the Company nor any
officer, director or representative thereof has made any representation,
prediction, or forecast as to the value or possible future value of the Options
or the Common Stock. The Optionee has not been induced to accept the Options by
any representation or promise by or on behalf of the Company.
2.6 The Optionee has had an opportunity to consult with his or
her legal, tax and investment advisors, to the extent the Optionee deems
necessary, concerning the Options.
2.7 This Agreement consists of this document and the terms and
provisions contained in the Plan, as it may be amended from time to time, which
are hereby incorporated by reference herein and made a part hereof. Unless
otherwise expressly stated herein, in the case of any conflict or inconsistency
between the terms of this document and the terms of the Plan, the terms of the
Plan shall control.
3. Grant of Options. The Company, subject to the terms of the Plan,
hereby grants to the Optionee as of the date hereof, as a matter of separate
inducement and agreement and not in lieu of salary or other compensation for
services, non-qualified stock options (the "Options") to purchase in the
aggregate the number of shares of the Common Stock of the Company set forth in
the box on the first page hereof (the "Shares"). Optionee understands that the
Options granted
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under this Agreement are not intended to and will not qualify for special tax
treatment under Section 422 of the Internal Revenue Code of 1986, as amended.
4. Exercise Price. The exercise price (the "Exercise Price") of the
Options is the amount per share set forth in the box on the front page hereof,
subject to adjustment as provided in Section 9 of the Plan.
5. Options Non-Transferable. The Options shall not be transferable
by the Optionee otherwise than by will, or by the laws of descent and
distribution, and shall be exercised during the lifetime of the Optionee only by
the Optionee. Neither the Options nor any interest therein may be transferred,
sold, assigned, pledged or hypothecated by the Optionee during the Optionee's
lifetime, whether by operation of law or otherwise, or be made subject to
execution, attachment or similar process.
6. Vesting Date of Options. The Options shall be exercisable in
their entirety at any time on and after the date hereof.
7. Exercise of Options. The Options may be exercised only in
accordance with the provisions of the Plan, including, but not limited to, an
Option Exchange in accordance with the terms of subsection 7(e) of the Plan. The
Options may be exercised before or after the exercise of any other options
granted to the Optionee under the Plan or any of the Company's other stock
option programs or compensation plans.
8. Termination of Options. Subject to the terms hereof, all rights
of the Optionee in and to the Options, to the extent that they have not been
exercised, shall terminate on the date which is the second annual anniversary of
the Date of Grant set forth above or, if sooner, thirty (30) days after the
Optionee's termination as a member of the Company's Advisory Board for any
reason, including voluntary resignation. Notwithstanding the foregoing, in the
event of the death of Optionee, the thirty (30) day period referred to in the
preceding sentence shall be one (1) year after death.
9. Death of Optionee. Options granted hereunder and outstanding on
the date of Optionee's death may be exercised, to the extent otherwise
exercisable, by Optionee's personal representative or his or her transferees by
will or intestate distribution at any time prior to the termination of such
Options pursuant to Section 8 above. The Plan Administrator may require an
indemnity and/or such evidence or other assurances as it may deem necessary in
connection with an exercise by a legal representative, guardian, or beneficiary.
10. Fraud, Dishonesty, or Similar Acts. Notwithstanding anything
contained herein to the contrary, if Optionee's consultancy by the Company as a
member of the Advisory Board is terminated for cause or it is determined by the
Plan Administrator that fraud, dishonesty, or similar acts were committed by
Optionee at any time while in the employ of the Company, or that an Optionee has
at any time disclosed to any person, firm, corporation or other entity any of
the Company's "proprietary information" (defined below) without the express
written consent of the Board of Directors or except as such disclosure may have
been required in connection with the Optionee's service as a advisor of the
Company, all option and other rights with respect to all Options granted to
Optionee hereunder shall immediately terminate and be null and void. For the
purposes of this Section 10, the term "proprietary information" shall mean all
confidential or secret customer lists, prospective customer lists, trade
secrets, processes, computer programs, object codes, source codes, inventions,
improvements, manufacturing or systems techniques, formulas, development or
experimental work, work in process, business, data disclosed to the Company by
or for the benefit of the Company's customers, information relating to the
Company's business contracts (including without limitation contracts with
service providers, medical insurers and claims
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administrators), marketing and competitive strategies, and any other secret or
confidential matter relating or pertaining to the products, services, sales or
other business of the Company.
11. Restriction on Exercise After Termination. Notwithstanding
anything herein to the contrary, the exercise of the Options after termination
of employment by Optionee shall be subject to satisfaction of the condition
precedent that the Optionee conducts himself or herself in a manner not
adversely affecting the Company.
12. Reserve. The Company shall at all times during the term of the
Options reserve such number of shares of its Common Stock as will be sufficient
to satisfy the requirements of this Agreement.
13. Withholding Taxes. The Optionee acknowledges that it is a
condition to the obligation of the Company to deliver the Shares, upon the
exercise of the Options, to pay the Company such amount, if any, as may be
requested by the Company for the purpose of satisfying any liability for any
federal, state or local income, or other taxes required by law to be withheld
with respect to such delivery; provided that the Optionee may elect, in
accordance with applicable law, to pay a portion or all of such withholding
taxes in shares of Common Stock held by the Optionee for at least six (6) months
and the Optionee hereby authorizes the Company to withhold and agrees to
surrender back to the Company, on or about the date such withholding tax is
determinable, shares previously owned by the Optionee or a portion of the shares
that were or otherwise would be distributed to the Optionee pursuant hereto so
qualifying and having a fair market value equal to the amount of such
withholding taxes to be paid in shares.
14. No Right to Continued Employment. Nothing contained herein shall
be construed to require the Company to continue to employ the Optionee for any
particular period of time and the Optionee shall not be deemed to have any right
to continued employment or to employment for any particular period of time by
virtue hereof.
15. Governing Law. The Plan, this Agreement and all action taken
under each shall be governed, as to construction and administration, by the laws
of the State of Nevada.
16. Restricted Shares. The Optionee acknowledges that the Options
and Shares have not been registered in accordance with the Act or applicable
state Blue Sky laws, and that the Options and Shares may not be sold or
transferred and must be held indefinitely, unless they are subsequently
registered under the Act or an exemption from registration is available. The
Optionee understands and acknowledges that the Company is under no obligation to
register the Options and Shares or to comply with any exemption under the Act or
to supply or file any information which would facilitate sales of the Shares.
The Optionee acknowledges that stop transfer instructions will be given to the
Company's transfer agent(s) with respect to the Shares and that there will be
affixed to the certificates evidencing ownership of the Shares, or any
substitution therefor, appropriate
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restrictive legends.
IN WITNESS WHEREOF, the Company and the Optionee have duly executed
this Agreement as of the day and year first above written.
ATTEST: VACATION EMPORIUM CORPORATION
By:
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Name:
Title:
ACCEPTED AND AGREED:
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Advisor
