Exhibit 4.1
NON-STATUTORY INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of June 6, 1997 by and between Interbet, Inc., a
Nevada corporation (the "Company") and _______________ ("Optionee").
R E C I T A L
The Board of Directors of the Company (the "Board of Directors") has
authorized the granting to Optionee, for services previously rendered by
Optionee as a consultant to or an employee of the Company, of a non-qualified
stock option to purchase the number of shares of Common Stock of the Company
specified in Paragraph 1 hereof, at the price specified therein, such option to
be for the term and upon the terms and conditions hereinafter stated.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the undertakings of
the parties hereto contained herein, it is hereby agreed:
1. Number of Shares; Option Price. Pursuant to said action of the Board of
Directors, the Company hereby grants to Optionee, in consideration of consulting
services performed for the benefit of the Company, the option ("Option") to
purchase up to _______ shares ("Option Shares") of Common Stock of the Company,
at the exercise price of $.164 per share.
2. Term. This Option shall expire four years from the date first written above.
3. Shares Subject to Exercise. The ______ Options shall vest and be immediately
exercisable, and shall thereafter remain subject to exercise for the term
specified in Paragraph 2 hereof.
4. Method and Time of Exercise. The Option may be exercised by written notice
delivered to the Company stating the number of shares with respect to which the
Option is being exercised, together with a check made payable to the Company in
the amount of the purchase price of such shares plus the amount of applicable
federal, state and local withholding taxes, and the written statement provided
for in Paragraph 10 hereof, if required by such Paragraph 10; provided, however,
with respect to the _________ Options set forth in paragraph 1 hereof, Optionee
shall be entitled to pay the exercise price against cancellation in full of
certain indebtedness owing by the Company to Optionee for services previously
rendered by Optionee as a consultant to the Company. Not less than 100 shares
may be purchased at any one time unless the number purchased is the total number
purchasable under such Option at the time. Only whole shares may be purchased.
5. Tax Withholding. As a condition to exercise of this Option, the Company may
require the Optionee to pay over to the Company all applicable federal, state
and local taxes which the Company is required to withhold with respect to the
exercise of this Option. At the discretion of the Company and upon the request
of the Optionee, the minimum statutory withholding tax requirements may be
satisfied by the withholding of shares of Common Stock otherwise issuable to the
Optionee upon the exercise of this Option.
6. Exercise on Termination of Employment. This Option shall not terminate as a
result of the termination of Optionee's services as a consultant to the Company.
7. Nontransferability. This Option may not be assigned or transferred except, if
applicable, by will or by the laws of descent and distribution, and may be
exercised only by Optionee during Optionee's lifetime and after Optionee's
death, by Optionee's representative or by the person entitled thereto under
Optionee's will or the laws of intestate succession.
8. Optionee Not a Shareholder. Optionee shall have no rights as a shareholder
with respect to the Common Stock of the Company covered by the Option until the
date of issuance of a stock certificate or stock certificates to him upon
exercise of the Option. No adjustment will be made for dividends or other rights
for which the record date is prior to the date such stock certificate or
certificates are issued.
9. No Right to Perform Services. Nothing in this Option shall confer upon the
Optionee any right to perform services for the Company, or shall interfere with
or restrict in any way the rights of the Company to discharge or terminate
Optionee as an independent contractor or consultant at any time for any reason
whatsoever, with or without good cause.
10. Restrictions on Sale of Shares. Optionee represents and agrees that, upon
Optionee's exercise of the Option in whole or part, unless there is in effect at
that time under the Securities Act of 1933 a registration statement relating to
the shares issued to him, he will acquire the shares issuable upon exercise of
this Option for the purpose of investment and not with a view to their resale or
further distribution, and that upon each exercise thereof Optionee will furnish
to the Company a written statement to such effect, satisfactory to the Company
in form and substance. Optionee agrees that any certificates issued upon
exercise of this Option may bear a legend indicating that their transferability
is restricted in accordance with applicable state or federal securities law. Any
person or persons entitled to exercise this Option under the provisions of
Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under
circumstances in which Optionee would be required to furnish such a written
statement, also furnish to the Company a written statement to the same effect,
satisfactory to the Company in form and substance.
11. Registration. On or before thirty days after the date of this Agreement, the
Company shall, at the Company's expense, use its best efforts to file with the
Securities and Exchange Commission ("SEC"), a registration statement
("Registration Statement") on Form S-8 or other comparable form, in such form as
to comply with applicable federal and state laws for the purpose of registering
or qualifying the Option Shares for resale by Optionee, and prepare and file
with the appropriate state securities regulatory authorities the documents
reasonably necessary to register or qualify such securities, subject to the
ability of the Company to register or qualify such securities under applicable
state laws.
12. Notices. All notices to the Company shall be addressed to the Company at the
principal office of the Company at Suite 110, 0000 Xxxxxxx Xxxxx, Xxxxxx Xxxxx,
Xxxxxxxxxx 00000, telephone number: (000) 000-0000 facsimile (000) 000-0000, and
all notices to Optionee shall be addressed to Optionee at the address and
telecopier number of Optionee on file with the Company, or to such other address
and telecopier number as either may designate to the other in writing. A notice
shall be deemed to be duly given if and when enclosed in a properly addressed
sealed envelope deposited, postage prepaid, with the United States Postal
Service and followed by telecopier to the addressee. In lieu of giving notice by
mail as aforesaid, written notices under this Agreement may be given by personal
delivery to Optionee or to the Company (as the case may be).
13. Adjustments. If there is any change in the capitalization of the Company
affecting in any manner the number or kind of outstanding shares of Common Stock
of the Company, whether by stock dividend, stock split, reclassification or
recapitalization of such stock, or because the Company has merged or
consolidated with one or more other corporations (and provided the Option does
not thereby terminate pursuant to Section 2 hereof), then the number and kind of
shares then subject to the Option and the price to be paid therefor shall be
appropriately adjusted by the Board of Directors; provided, however, that in no
event shall any such adjustment result in the Company's being required to sell
or issue any fractional shares. Any such adjustment shall be made without change
in the aggregate purchase price applicable to the unexercised portion of the
Option, but with an appropriate adjustment to the price of each Share or other
unit of security covered by this Option.
14. Cessation of Corporate Existence. Notwithstanding any other provision of
this Option, upon the dissolution or liquidation of the Company, the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or the sale of substantially all the assets of the Company or of more than fifty
percent of the then outstanding stock of the Company to another corporation or
other entity, the Option granted hereunder shall terminate; provided, however,
that: (i) each Option for which no option has been tendered by the surviving
corporation in accordance with all of the terms of provision (ii) immediately
below shall, within five days before the effective date of such dissolution or
liquidation, merger or consolidation or sale of assets in which the Company is
not the surviving corporation or sale of stock, become fully exercisable; or
(ii) in its sole and absolute discretion, the surviving corporation may, but
shall not be so obligated to, tender to any Optionee, an option to purchase
shares of the surviving corporation, and such new option or options shall
contain such terms and provisions as shall be required substantially to preserve
the rights and benefits of this Option.
15. Invalid Provisions. In the event that any provision of this Agreement is
found to be invalid or otherwise unenforceable under any applicable law, such
invalidity or unenforceability shall not be construed as rendering any other
provisions contained herein invalid or unenforceable, and all such other
provisions shall be given full force and effect to the same extent as though the
invalid or unenforceable provision were not contained herein.
16. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
17. Counterparts. This Agreement may be executed in counterparts, all of which
shall be considered one and the same agreement, and shall become effective when
one or more counterparts have been signed by each of the parties hereto and
delivered to the other.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
Interbet, Inc.
By: /s/ S.T. Deck, Jr.
S.T. Deck, Jr., President
Optionee
/s/ ________________
-------------------------
Social Security Number or Employer Identification Number: ____________________
Facsimile number: _______________
