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EXHIBIT 10.2
RAINFOREST CAFE, INC.
OPTION AGREEMENT
OPTION AGREEMENT made effective as of the [ ] day of _____, 1998, by
and between Rainforest Cafe, Inc., a Minnesota corporation (the "Company"), and
[ ] ("Employee").
BACKGROUND
A. Employee has been hired to serve as a full-time employee of the
Company.
B. Employee is not an executive officer of the Company as such term
is defined in Rule 16(a) of the Securities Exchange Act of 1934.
C. The Company desires to induce Employee to continue to serve the
Company as an employee.
D. The Company had adopted a 1998 Non-Executive Stock Option Plan
(the "Plan") pursuant to which non-qualified options to purchase
Common Stock of the Company may be issued to Non-Executive
Employees of the Company.
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Option. The Company hereby irrevocably grants from the Plan
to Employee the right and option, hereinafter called the Option, to purchase all
or any part of an aggregate of [ ] shares of the Common Stock, without par
value, of the Company (the "Shares") (such number being subject to adjustment as
provided in paragraph 8 hereof) subject to the terms and conditions herein set
forth.
2. Purchase Price. The purchase price of the Shares covered by the
Option shall be $[ ] per Share.
3. Exercise and Vesting of Option. The Option shall be exercisable only
to the extent that all, or any portion thereof, has vested in the Employee. The
Option shall vest on a pro-rata basis in installments over a [ ] year period,
beginning on the date of the first anniversary of the date of this Agreement and
continuing on each subsequent anniversary date (hereinafter referred to
singularly as a "Vesting Date" and collectively as "Vesting Dates") until the
Option is fully vested, as set forth in the following schedule:
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Total Shares
Subject to Vested Option Vesting Date
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[ ] [ ]
[ ] [ ]
[ ] [ ]
[ ] [ ]
[ ] [ ]
[ ] [ ]
In the event that the Employee ceases to be employed by the Company,
for any reason or no reason (other than as provided in the Plan), with or
without cause, prior to any Vesting Date, that part of the Option scheduled to
vest on such Vesting Date, and all parts of the Option scheduled to vest in the
future, shall not vest and all of Employee's rights to and under such non-vested
parts of the Option shall terminate.
4. Term of Option. To the extent vested, and except as otherwise
provided in this Agreement, the Option shall be exercisable for ten (10) years
from the date of this Agreement; provided, however, that in the event that
Employee ceases to be employed by the Company, for any reason or no reason, with
or without cause, Employee or his/her legal representative shall have six (6)
months from the date of such termination of his/her position as an employee to
exercise any part of the Option vested pursuant to Sections 3 or 4 of this
Agreement. Upon the expiration of such six (6) month period, or, if earlier,
upon the expiration date of the Option as set forth above, the Option shall
terminate and become null and void.
5. Method of Exercising Option. Subject to the terms and conditions of
this Agreement, the Option may be exercised by written notice to the Company.
Such notice shall state the election to exercise the Option and the number of
Shares in respect of which it is being exercised, and shall be signed by the
person or persons so exercising the Option. Such notice shall either: (a) be
accompanied by payment of the full purchase price of such Shares, in which event
the Company shall deliver a certificate or certificates representing such Shares
as soon as practicable after the notice shall be received; or (b) fix a date not
less than five (5) nor more than ten (10) business days from the date such
notice shall be received by the Company for the payment of the full purchase
price of such Shares against delivery of a certificate or certificates
representing such Shares. Payment of such purchase price may take the form of
cash, shares of stock of the Company, the total market value of which equals the
total purchase price, or any combination of cash and shares of the Company, the
total market value of which equals the total purchase price. Any such notice
shall be deemed given when received by the Company at its principal place of
business. All Shares that shall be purchased upon the exercise of the Option as
provided herein shall be fully paid and non-assessable.
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6. Rights of Option Holder. Employee, as holder of the Option, shall
not have any of the rights of a shareholder with respect to the Shares covered
by the Option except to the extent that one or more certificates for such Shares
shall be delivered to him upon the due exercise of all or any part of the
Option.
7. Non-Transferability. The Option shall not be transferable otherwise
than by will or the laws of descent and distribution, and the Option may be
exercised, during the lifetime of Employee, only by Employee. More particularly
(but without limiting the generality of the foregoing), the Option may not be
assigned, transferred (except as provided above), pledged, or hypothecated in
any way, shall not be assignable by operation of law, and shall not be subject
to execution, attachment, or similar process. Any attempted assignment,
transfer, pledge, hypothecation, or other disposition of the Option contrary to
the provisions hereof, and the levy of any execution, attachment, or similar
process upon the Option shall be null and void and without effect.
8. General. The Option is granted pursuant to the Company's 1998
Non-Executive Stock Option Plan and is governed by the terms thereof. The
Company shall at all times during the term of the Option reserve and keep
available such number of Shares as will be sufficient to satisfy the
requirements of this Option Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
RAINFOREST CAFE, INC.
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By
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Its
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