EXHIBIT 10.17
XXXXXXX LEISURE LIMITED
SHARE OPTION AGREEMENT
This Agreement (this "Agreement") is made as of (Date), by and
between Xxxxxxx Leisure Limited, a Bahamas international business company (the
"Company"), and the undersigned employee ("Employee").
Pursuant to the Xxxxxxx Leisure Limited 1996 Share Option and
Incentive Plan (the "Plan"), the Company hereby grants to Employee, as of
(Date), options (the "Options") to purchase Number (XXX) of the Company's common
shares, par value (U.S.) $.01 per share (the "Shares") upon the following terms
and conditions. The Options that become exercisable on the first and second
anniversaries of the date hereof shall have an exercise price of U.S.$xx.xxx per
share and the Options that become exercisable on the third and fourth
anniversaries of the date hereof shall have an exercise price equal to $xx.xxx
per share (the "Exercise Price"). Capitalized terms not otherwise defined herein
shall have the same meaning as in the Plan. The Options are intended to be
incentive stock options under the United States Internal Revenue Code of 1986,
as amended (the "Code").
1. EXERCISE OF OPTIONS. The Options shall become exercisable in
equal installments on each of the first four anniversary dates of the date
hereof. The Options shall expire on Date.
2. TRANSFER AND EXERCISE. The Options are not transferable by
Employee otherwise than as permitted under Section 422 of the Code or any
successor provision thereto. The Options are exercisable by an Employee only
while Employee is in active employment with the Company or a Subsidiary or
within thirty (30) days after termination of such employment, except (i) during
a one-year period after Employee's death, where the Option is exercised by the
estate of Employee or by any person who acquired such Option by bequest or
inheritance; (ii) during a three-month period commencing on the date of the
Employee's termination of employment other than due to death, a Disability or by
the Company or a Subsidiary other than for cause; or (iii) during a one-year
period commencing on Employee's termination of employment on account of
Disability. The Options that are not yet vested and exercisable shall be
forfeited upon the termination of employment of Employee (other than as a result
of death, Disability, Retirement or a Change in Control) by the Company or any
Subsidiary unless such termination is by the Company or a Subsidiary and is in
violation of the terms of an employment or similar agreement to which the
Employee and the Company and/or, as the case may be, a Subsidiary are parties (a
"Violation Termination"). In the event of a Violation Termination, all Options
held by the Employee which are not yet vested and exercisable shall become
vested and exercisable at the effective time of such Violation Termination.
3. PROCEDURE FOR EXERCISE. The Options shall be exercisable by
written notice in the form attached hereto as Exhibit A (the "Exercise Notice").
Such written notice shall be addressed to the Secretary of the Company, signed
by the Employee and delivered pursuant to Section 10, below. Options shall be
deemed to be exercised upon delivery to the Company of such written notice, upon
which the Company will issue and deliver to Employee the number of Shares as to
which the options were exercised. Notwithstanding the foregoing, Options may not
be exercised if the issuance of the Shares upon such exercise would constitute a
violation of any applicable federal or state securities or other law or
regulation or any requirement of the Nasdaq Stock Market, Inc. or other market
or exchange upon which the Shares may then be traded or listed (collectively,
the "Rules"). As a condition to the exercise of an Option, the Company may
require Employee to make such representations or warranties to the Company as
the Company may deem appropriate under the Rules.
4. PAYMENT OF EXERCISE PRICE.
The Exercise Price for the number of Shares for which Options are
being exercised shall be paid on, or within ten (10) days after the date of
exercise:
(i) in cash (by certified or bank cashier's check);
(ii) by tender to the Company of whole Shares then owned
by the Employee having a Fair Market Value on the
date of exercise at least equal to the Exercise
Price;
(iii) a combination of the foregoing; or
(iv) on such other terms and conditions as the
Compensation Committee of the Company (or, if such
committee is not in existence, the Board of Directors
of the Company; in either case, hereinafter, the
"Committee") may approve.
5. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC. In the event of
any change in the outstanding Shares of the Company by reason of any share
split, share dividend, recapitalization, merger, consolidation, combination or
exchange of shares or other similar corporate change or in the event of any
special distribution to the shareholders, the Committee shall make such
equitable adjustments in the number of Shares and prices per Share applicable to
the Options as the Committee determines are necessary and appropriate. Any such
adjustment shall be conclusive and binding for all purposes of the Plan.
6. TAX WITHHOLDING. In order to enable the Company to meet any
applicable federal, state or local withholding tax requirements arising as a
result of the exercise of the Options, Employee shall pay the Company the amount
of tax to be withheld or may elect to satisfy such obligation by delivering to
the Company other Shares owned by Employee prior to exercising the Options or a
payment consisting of a combination of cash and such Shares, or by having the
Company withhold Shares that otherwise would be delivered to Employee pursuant
to the exercise of the Options for which the tax is being withheld. Such an
election shall be subject to the following: (i) the election shall be made in
such manner as may be prescribed by the Committee and (ii) the election shall be
made prior to the date to be used to determine the tax to be withheld and shall
be irrevocable. The value of any Share to be delivered or withheld by the
Company shall be the Fair Market Value on the date to be used to determine the
amount of tax to be withheld.
7. SHARES SUBJECT TO PLAN. The Shares awarded pursuant to the Plan
are subject to all of the terms and conditions of the Plan, the terms of which
are hereby expressly incorporated and made a part hereof. Any conflict between
this Agreement and the Plan shall be controlled by, and settled in accordance
with the terms of the Plan. Employee acknowledges that Employee has received,
read and understood the provisions of the Plan and agrees to be bound by its
terms and conditions.
8. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by Employee or by the Company forthwith to the
Committee, which shall review such dispute at its next regular meeting. The
resolution of such a dispute by the Committee shall be final and binding on the
Company and on Employee.
9. NOT A CONTRACT OF EMPLOYMENT. This Agreement shall not be
deemed to constitute an employment contract between the Company and Employee or
to be a consideration or an inducement for the employment of Employee.
10. NOTICES. Any notice required or permitted hereunder shall be
given in writing and deemed delivered when (i) personally delivered, (ii) sent
by facsimile transmission and a confirmation of the transmission is received by
the sender, or (iii) three (3) days after being deposited for delivery with a
recognized overnight courier, such as Federal Express, and addressed or sent, as
the case may be, to the address or facsimile number set forth below or to such
other address or facsimile number as such party may in writing designate.
11. FURTHER INSTRUMENTS. The parties agree to execute such
further instruments and to take such further actions as may be reasonably
necessary to carry out the purposes and intent of this Agreement.
12. ENTIRE AGREEMENT; GOVERNING LAW: SEVERABILITY. The Plan and
Exercise Notice are incorporated herein by reference. This Agreement, the Plan
and the Exercise Notice (i) constitute the entire agreement of the parties and
supersede in their entirety all prior undertakings and agreements of the Company
and Employee with respect to the subject matter hereof and (ii) shall be
interpreted in accordance with, and shall be governed by, the laws of The
Bahamas, subject to any applicable United States federal or state securities
laws. Should any provision of this Agreement be determined by a court of law to
be illegal or unenforceable, the other provisions shall nevertheless remain
effective and shall remain enforceable.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the date first above written.
EMPLOYEE: XXXXXXX LEISURE LIMITED
--------------- By: Xxxxx X. Xxxxxxx
Chairman of the Board and
Chief Executive Officer
ADDRESS AND FACSIMILE NUMBER: ADDRESS AND FACSIMILE NUMBER:
---------------------------- ----------------------------
c/o CT Maritime Services, L.C.
0000 Xxxxx Xxxxxxx Xxx,0xx Xxxxx
Xxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
