EXHIBIT 10.25
STOCK OPTION AGREEMENT
This Agreement made as of this 7th day of January, 1997, by and
between IRATA, INC., a Texas corporation (the "Company"), and XXXXXX XXXXXX (the
"Optionee").
W I T N E S S E T H:
WHEREAS, the Optionee is a valued employee of the Company, having
substantial responsibility for its future growth; and
WHEREAS, the Board of Directors of the Company considers it advisable
and in the best interest of the Company to provide the Optionee with additional
incentive by providing the Optionee with a proprietary interest in the success
of the Company; and
WHEREAS, in order to provide the Optionee with a proprietary interest
in the Company, the Board has granted the Optionee an option to purchase Class A
Common Stock, $.10 par value ("Class A Stock"), of the Company.
NOW, THEREFORE, in order to set forth the terms and conditions of such
option, the Company and the Optionee hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee the option to
purchase 10,000 shares of Class A Stock at a price of $.50 per share,
such purchase to be upon the terms and conditions hereinafter set forth.
The Option granted hereunder is granted under the 1996 Stock Option Plan
of the Company (the "Plan") and is designated as an "Incentive Stock
Option" under the Plan.
2. Amount and Dates Exercisable. The Optionee shall become immediately
vested in this option as of January 7, 1997. This option shall become
exercisable August I, 1997 and shall be fully exercisable thereafter
until January 7, 2003, when this option shall expire.
3. Exercise of Option. The option granted hereunder shall be exercised in
accordance with Section 6 of the Plan by delivering to the Company a
written notification specifying the number of shares of Class A Stock
which the Optionee desires to purchase, together with payment of the
exercise price either by check, cash, certified check, bank draft, postal
or express money order to the order of the Company, by delivery to the
Company for cancellation of a portion of this option that is then
exercisable valued at "Fair Market Value", or by delivery to the Company
of other shares of Class A Stock valued at "Fair Market Value" or by any
combination of such methods. For purposes hereof the "Fair Market Value"
of a portion of this option or shares of Class A Common Stock shall be
determined in good faith by the Board of Directors of the Company. As
promptly as practical after receipt of such written notification and
payment, the Company shall deliver to the Optionee a certificate for the
number of shares with respect to which the option has been exercised in
accordance with Section 6 of the Plan.
4. Transferability of Option. Except as hereinafter set forth, this option
shall not be transferable by the Optionee otherwise than by will or under
the laws of descent and
distribution, and shall be exercisable, during Optionee's lifetime, only
by Optionee.
5. Termination of Service of Optionee. In the event that the Optionee ceases
to be an employee of the Company by reason other than death before the
expiration date of this option ("Expiration Date"), this option shall
terminate and the Optionee shall have the right, prior to three months
after the date of termination and prior to the Expiration Date, to
exercise any vested or exercisable portion of this option. In the event
of death, Optionee's executors, administrators or any person or persons
to whom this option may be transferred by will or by the laws of descent
and distribution, shall have the right, prior to twelve months after the
date of death and prior to the Expiration Date, to exercise this option
in whole or in part to the extent to which the Optionee was entitled to
exercise this option immediately prior to the death of Optionee.
6. Requirements of Law. The Company shall not be required to sell or issue
any shares under this option if the issuance of such shares shall
constitute a violation by the Optionee or the Company of any provisions
of any law or regulation of any governmental authority.
Specifically in connection with the Securities Act of 1933 (as now in
effect or hereunder amended) (the "'33 Act"), upon exercise of this option,
unless a registration statement under the '33 Act is in effect with respect to
the shares of Class A Stock covered hereby, the Company shall not be required to
issue such shares unless the Company has received evidence satisfactory to it to
the effect that the issuance of shares is exempt from the registration
provisions of the '33 Act, the Optionee is acquiring such shares for investment
and not with a view to distribution thereof, and unless the certificate issued
representing the share of Class A Stock bears a legend in substantially the
following form:
"The shares of stock represented by this certificate have not been
registered under the Securities Act of 1933 or under the securities laws of
any State and may not be sold or transferred except upon such registration
or upon receipt by the corporation of an opinion of counsel for the
Corporation that registration is not required for such sale or transfer."
Any determination in this connection by the Company shall be final, binding and
conclusive. At such time as a registration statement under the '33 Act is in
effect with respect to the shares of Class A Stock represented by certificates
bearing the above legend or at such time as, in the opinion of counsel for the
Company, such legend is no longer required solely for compliance with applicable
securities laws, then the holders of such certificates shall be entitled to
exchange such certificates for certificates representing a like number of shares
but without such legend. The Company may, but shall in no event be obligated
to, register any securities covered hereby pursuant to the '33 Act.
Specifically in connection with The Securities Act of the State of Texas
(as now in effect or hereafter amended) (the "Texas Act"), upon exercise of this
option, unless a registration statement under the Texas Act is in effect with
respect to the shares of Class A Stock covered hereby, the Company shall not be
required to issue such shares unless, in the opinion of counsel for the Company,
the issuance of such shares is exempt from the provisions of the Texas Act. The
Company may, but shall in no event be obligated to, register any securities
covered hereby pursuant to the Texas Act.
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The Company shall not be obligated to take any other affirmative action in
order to cause the exercise of this option or the issuance of shares pursuant
hereto to comply with any law or regulation of any governmental authority.
7. No Rights as Stockholder. The Optionee shall have no rights as a
stockholder with respect to shares covered by this option until the date
of issuance of a stock certificate for such shares; no adjustment for
dividends, or otherwise, shall be made if the record date therefor is
prior to the date of issuance of such certificate.
8. Changes in the Company's Capital Structure.
(i) The existence of this Option shall not affect in any way the right
or power of the Company or its stockholders to make or authorize
any or all adjustments, recapitalizations, reorganizations, or
other changes in the Company's capital structure or its business,
or any merger or consolidation of the Company, or any issue of
bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer
of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or
otherwise.
(ii) If, while this Option is outstanding, the Company shall effect a
subdivision or consolidation of shares or other increase or
reduction of the number of shares of the Common Stock outstanding
without receiving compensation therefor in money, services or
property, then (a) in the event of an increase in the number of
such shares outstanding, the number of shares of Common Stock then
subject to this Option shall be proportionately increased; and (b)
in the event of a decrease in the number of such shares outstanding
the number of shares then available under this Option shall be
proportionately decreased.
(iii) After a merger of one or more corporations into the Company, or
after a consolidation of the Company and one or more corporations
in which the Company shall be the surviving corporation, the holder
of this Option shall, at no additional cost, be entitled upon
exercise of this Option to receive (subject to any required action
by stockholders) in lieu of the number of shares as to which this
Option shall then be so exercisable, the number and class of shares
of stock or other securities to which such holder would have been
entitled to receive pursuant to the terms of the agreement of
merger or consolidation if, immediately prior to such merger or
consolidation, such holder had been the holder of record of a
number of shares of the Company equal to the number of shares as to
which this Option had been exercisable.
(iv) If the Company is merged into or consolidated with another
corporation or other entity under circumstances where the Company
is not the surviving corporation, or if the Company sells or
otherwise disposes of substantially all of its assets to
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another corporation or other entity while this Option remains
outstanding, then the Plan Administrator (as defined in the Plan)
may direct that any of the following shall occur:
(a) If the successor entity is willing to assume the obligation
to deliver shares of stock or other securities after the
effective date of the merger, consolidation or sale of
assets, as the case may be, the holder of this Option shall
be entitled to receive, upon the exercise of this Option and
payment of the option price, in lieu of shares of Common
Stock, such shares of stock or other securities as the holder
of this Option would have been entitled to receive had this
Option been exercised immediately prior to the consummation
of such merger, consolidation or sale.
(b) The Plan Administrator may waive any limitations set forth in
or imposed pursuant to the Plan or this Option Agreement with
respect to this Option such that this Option shall become
exercisable prior to the record or effective date of such
merger, consolidation, or sale of assets.
(c) The Plan Administrator may cancel this Option as of the
effective date of any such merger, consolidation, or sale of
assets provided that prior notice of such cancellation shall
be given to the holder of this Option at least 30 days prior
to the effective date of such merger, consolidation, or sale
of assets, and the holder of this Option shall have the right
to exercise this Option in full during a period of not less
than 30 days prior to the effective date of such merger,
consolidation, or sale of assets.
(v) Except as provided in the Plan, the issuance by the Company of
Common Stock or any other shares of capital stock or securities
convertible into shares of capital stock, for cash property, labor
done, or other consideration, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of
shares of Common Stock then subject to this Option.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on this ___ day of _____________, 19__, but as of the day and year
first above written.
IRATA, INC.
By:_________________________________
Authorized Officer
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By:_________________________________
XXXXXX XXXXXX, Optionee
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