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Exhibit 4
SS.422 INCENTIVE STOCK OPTION AGREEMENT
AGREEMENT dated the ____ day of ____________, _______ between Xxxxxx
Technologies, Inc., a Florida Corporation (the "Company") and _________________,
(the "Holder").
WITNESSETH
(1) GRANT OF OPTION. Pursuant to the provisions of the Xxxxxx
Technologies, Inc. 199___ Incentive Stock Option Plan (the "Plan") the Company
hereby grants to the Holder, subject to the terms and conditions of the plan and
the terms and conditions set forth herein, an option to purchase from the
Company for cash or stock of the Company all or any part of an aggregate of
__________ shares of Common Stock, (no par value) of the Company at the purchase
price of $_________ per share.
(2) TERMS AND CONDITIONS. It is understood and agreed that the option
evidenced hereby is subject to the following terms and conditions.
(a) EXPIRATION DATE. The option shall expire five years after
the date hereof.
(b) EXERCISE OF OPTION. No part of this option may be
exercised (1) until the Holder has remained in the employ of the Company or a
Subsidiary of the Company as defined in the Plan (any such Subsidiary being
hereinafter called a "Subsidiary") for a period of one year after the date
hereof. This option may be exercisable to the extent exercisable by its terms
any time prior to the Expiration Date. Any exercise shall be accompanied by a
written notice to the Company specifying the number of shares as to which the
option is being exercised. Notation of any partial exercise shall be made by the
Committee on Schedule I hereto.
(c) VESTING PERIOD. The option shall vest as per the following
schedule:
In the event of a change in ownership of more than 80% of the
Company's outstanding Common stock during the period the options are
outstanding, the outstanding options will immediately vest at 100%.
(d) PAYMENT OF PURCHASE PRICE UPON EXERCISE. At the time of
any exercise the purchase prices of the shares as to which this option shall be
exercised shall be paid in cash, in stock of the Company or by delivery of a
recourse
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promissory note containing such terms and in such amount as the Committee shall
determine.
(e) EXERCISE UPON DEATH OR TERMINATION OF EMPLOYMENT.
(1) In the event of the death of the Holder (i) while an
employee of the Company or of a Subsidiary or (ii) within fifteen months after
termination of employment with the Company or a Subsidiary because of Permanent
Disability (as defined in the Plan), his option may be exercised, to the extent
that Holder was entitled to do so at the date of termination of employment, by
his/her executors or administrators, at any time or from time to time, within
one year after the date of Holder's death, but in no event later than the
expiration date or one year after Holder's death, which ever is earlier.
(2) If Holder's employment with the Company or any
Subsidiary is terminated by reason of Permanent Disability (as defined in the
Plan), his/her option may be exercised within 1 year following such termination
to the extent that Holder was entitled to do so at the date of Permanent
Disability, but no later than the expiration date of the option.
(3) If Holder's employment with the Company or a
Subsidiary shall terminate, Holder may exercise the option to the extent that
he/she is entitled to do so at the date of the termination of employment at any
time, or from time to time, within three months of the date of termination of
employment, but in no event later than the expiration date of the option.
(f) NON-TRANSFERABILITY. This option shall not be transferable
other than by will or by the laws of descent and distribution. During the
lifetime of Holder, this option shall be exercisable only by him/her.
(g) ADJUSTMENTS. In the event of any change in the Common
Stock of the Company by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation, split-up, combination, or exchange of
shares or rights offering to purchase affecting the Common Stock, the Committee
may, in its sole and absolute discretion, adjust the number and kind of shares
for which thereafter an option may be granted and sold under the Plan, the
number and kind of shares subject to option in outstanding option agreement and
the purchase price per share as the Committee deems equitable.
(h) NO RIGHTS AS STOCKHOLDER. Holder shall have no rights as a
stockholder with respect to any shares of Common Stock subject to this option
before the date of issuance to him/her of a certificate or certificates for such
shares.
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(i) NO RIGHT TO CONTINUED EMPLOYMENT. This option shall not
confer upon Holder any right with respect to continuance of employment by the
Company or any Subsidiary, nor shall it interfere in any way with the rights of
his/her employer to terminate his/her employment at any time.
(j) COMPLIANCE WITH LAW AND REGULATIONS. This option and the
obligation of the Company to sell and deliver shares hereunder, shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any government or regulatory agency as may be required. The Company
shall not be required to issue or deliver any certificates for shares of Common
Stock prior to (i) the listing of such shares on any stock exchange on which the
Common Stock may then be listed and (ii) the completion of any registration or
qualification of such shares under any federal or state law, or any rule or
regulation of any government body which the Company shall, in its sole
discretion, determine to be necessary or advisable. The Company shall not be
required to accept any note in payment of the purchase price to the extent the
amount of terms of the note shall not be in compliance with all applicable
federal and state laws, rules and regulations and such approval by any
government or regulatory agency as may be required have not been obtained.
(3) INVESTMENT REPRESENTATION. The Committee may require Holder to
furnish to the Company, before the issuance of any shares upon the exercise of
all or any part of this option, a representation (in such form as the Committee
may specify) in which Holder represents that the shares acquired by him/her upon
exercise are being acquired for investment and not with a view to the sale or
distribution thereof.
(4) HOLDER BOUND BY PLAN. Holder hereby acknowledges receipt of a copy
of the Plan and agrees to be bound by all the terms and provisions thereof.
(5) NOTICE. Any notice hereunder to the Company and any notice
hereunder to Holder shall be addressed as follows, subject to the right of
either party to designate at any time hereafter in writing some other address.
Company: Holder:
-------- -------
Xxxxxx Technologies, Inc.
000 Xxxxx Xxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
(6) COUNTERPARTS. This Agreement has been executed in two counterparts
each of which shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by its duly authorized officer and Holder has executed this Agreement,
both as of the day and year first above written.
WITNESS: XXXXXX TECHNOLOGIES, INC.
________________________________ _________________________________
WITNESS: HOLDER:
________________________________ _________________________________
