UFOOD RESTAURANT GROUP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
2007
EQUITY INCENTIVE PLAN
Agreement
made this ___ day of _______, ____ between UFood Restaurant Group, Inc., a
Nevada corporation (hereinafter called the "Company") and __________
(hereinafter called the "Grantee").
WHEREAS,
the UFood Restaurant Group, Inc. 2007 Equity Incentive Plan (the "Plan") was
adopted, effective on August 17, 2007, and approved by the stockholders of
the
Company on such date; and
WHEREAS,
the Company desires to provide the Grantee, as an employee of the Company,
with
an opportunity to acquire or increase his or her proprietary interest in the
business of the Company and, through stock ownership, to possess an increased
personal interest in their continued success and progress.
NOW,
THEREFORE, in consideration of the promises, the mutual covenants hereinafter
set forth, and other good and valuable consideration, the Company and the
Grantee agree as follows:
1. Award
of Option.
The
Company hereby awards to the Grantee, as a matter of separate inducement and
agreement, and not in lieu of salary or any other compensation for services,
options to purchase an aggregate of _______shares of the Company's Common Stock
pursuant to the Non-Qualified Stock Option provisions contained in Section
6 of
the Plan, on the terms and conditions hereinafter set forth, at the purchase
price of $______ per share (such shares, number of shares and purchase price
being subject to adjustment as provided in Section 5(b) of the Plan).
2. Terms
of Plan.
The
Plan, a copy of which is attached hereto as Exhibit
A,
is
incorporated herein by reference and is made part of this Agreement as if fully
set forth herein, and capitalized terms used herein without definition are
used
with the meanings given to them in the Plan. This Agreement is subject to,
and
the Company and the Grantee agree to be bound by, all of the terms and
conditions of the Plan as the same exists at the time of this Agreement's
execution. The Plan shall control in the event there is any express conflict
between the Plan and the terms hereof, and on such matters that are not
expressly covered in this Agreement. Subsequent amendments of the Plan shall
not
adversely affect the Grantee's rights under this Agreement.
3. Vesting
of Option.
The
Stock Options granted pursuant to this Agreement shall vest as follows:
____________ .
4. Termination
of Employment.
If a
Grantee terminates employment with the Company for reasons other than death,
the
term of any then outstanding vested Non-Qualified Stock Option held by the
Grantee shall extend for a period ending one year after such Grantee’s
termination of employment with the Company.
If
a
Grantee dies without having fully exercised any then outstanding vested
Non-Qualified Stock Options, the representative of the Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right to exercise such options in whole or in part during the period ending
on
the date on which such Non-Qualified Stock Option would otherwise expire. The
number of shares of Stock in respect of which a Non-Qualified Stock Option
may
be exercised after a Grantee's death shall be the number of shares of Stock
in
respect of which such option could be exercised as of the Grantee's date of
death.
5. Manner
of Exercise.
Full
payment for the shares purchased shall be made at the time of any exercise
under
this Agreement. The purchase price shall be payable to the Company either
(i)
in cash
or by check, bank draft, postal or express money order, (ii)
through
the delivery of shares of Stock of the Company then owned by the Grantee having
a Fair Market Value on the date of exercise equal to the full purchase price,
(iii) through the proceeds of a loan from an independent broker-dealer whereby
the loan is secured by the option or the Stock to be received upon exercise,
or
(iv)
by a
combination of the above; provided,
however,
that no
fractional share shall be accepted by the Company in partial payment of the
purchase price of any Stock but the value of any such fractional interest shall
be paid to the Company in the manner specified in (i) above.
Subject
to the terms and conditions hereof, the Non-Qualified Stock Options shall be
exercisable by notice to the Company on the form provided by the Company, a
copy
of which is attached hereto. In the event that the Non-Qualified Stock Options
are being exercised by any person or persons other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Company, of the right of
such
person or persons to exercise any right under this Agreement.
6. Rights
of Grantee.
The
grant of an option in any year shall not give such Grantee any right to similar
grants in future years. Neither the Grantee nor any other person legally
entitled to exercise any rights under this Agreement shall be entitled to any
of
the rights or privileges of a stockholder of the Company with respect to any
shares which may be issuable upon any exercise pursuant to this Agreement,
unless and until a certificate or certificates representing such shares shall
have been actually issued and delivered to the Grantee or such
person.
7. Non-Transferability
of Option.
Except
as otherwise provided herein, a Non-Qualified Stock Option and the rights and
privileges conferred hereby may not be transferred, assigned, pledged or
hypothecated in any way, other than by will or the laws of descent and
distribution, and a Non-Qualified Stock Option shall be exercisable during
the
Grantee's lifetime only by the Grantee or his or her conservator.
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8. Taxes
and Withholding.
All
payments to a Grantee or to his or her legal representative shall be subject
to
any applicable tax, community property, or other statutes or regulations of
the
United States or of any state having jurisdiction thereof. The Grantee may
be
required to pay to the Company the amount of any withholding taxes which the
Company is required to withhold with respect to a Non-Qualified Stock Option
or
its exercise. In the event that such payment is not made when due, the Company
shall have the right to deduct, to the extent permitted by law, from any payment
of any kind otherwise due to such person all or part of the amount required
to
be withheld.
9. Notices.
Each
notice to the Company relating to this Agreement shall be in writing and
delivered in person or by registered mail to the Company at its office, or
such
other address as the Company may specify in writing to the Grantee, to the
attention of the Chief Financial Officer. All notices to the Grantee or other
person or persons then entitled to exercise any right pursuant to this Agreement
shall be delivered to the Grantee or such other person or persons at the
Grantee's address specified below or at such other address as the Grantee or
such other person may specify in writing to the Company by a notice delivered
in
accordance with this paragraph.
10. Restriction
on Shares.
The
Company's obligation to issue or deliver any certificate or certificates for
shares of Stock under this option, and the transferability of shares acquired
by
the exercise of this option, shall be subject to all of the following
conditions:
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(a)
|
Any
registration or other qualification of such shares under any provincial
or
other governmental law or regulation, or the maintaining in effect
of any
such registration or other qualification which the Company shall,
in its
absolute discretion upon the advice of counsel, deem necessary or
advisable; and
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(b)
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The
obtaining of any other consent, approval, or permit from any provincial
or
other governmental agency which the Company shall, in its absolute
discretion upon the advice of counsel, determine to be necessary
or
advisable.
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11. Miscellaneous.
This
Agreement and the Plan comprise the entire Agreement between the parties hereto.
This Agreement may not be modified or terminated orally, and it shall be deemed
to be a contract, subject to construction and enforcement in accordance with
the
laws of the State of Nevada.
12. Successors
and Assigns.
This
Agreement shall inure to the benefit of and be binding upon each successor
of
the Company, and to the extent specifically provided herein and in the Plan,
inure to the benefit of and be binding upon the Grantee and the Grantee's heirs,
legal representatives, and successors.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, this Agreement is executed by the Grantee and by the Company
through its duly authorized officer or officers as of the day and year first
above written.
LETTER
OF
STOCK OPTION EXERCISE
Dated:
_________________
000
Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx,
XX 00000
Attention:
Chief Financial Officer
Ladies
and Gentlemen:
I
wish to
purchase the following shares of Common Stock pursuant to the option granted
to
me on _____________, ____ under the UFood Restaurant Group, Inc. 2007 Equity
Incentive Plan:
Non-Qualified
Stock Option Shares: _______
The
purchase price for these shares is $________ per share. My check payable to
UFood Restaurant Group, Inc. in the amount of $________ in payment of the
purchase price is enclosed.* Please issue the stock certificate(s) for these
shares in my name as follows:
_______________________________________________________
**Name
______________________________________________________
_______________________________________________________
Address
_______________________________________________________
Social
Security Number
Sincerely
yours,
_______________________________
Signature
_______________________________
Office
Telephone/Home Telephone
| * |
If
stock is used in payment, please contact the Secretary’s Office at 000
Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX
00000.
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**
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If
you wish to have the shares issued in your name and that of another
person
jointly, we suggest that the following form be used: "(Your name)
and
(name of other person), as joint tenants with right of
survivorship."
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LETTER
OF
STOCK OPTION GRANT
[Date]__________________,
_________
(Grantee)
Dear
I
am
pleased to confirm that you have been awarded a Non-Qualified Stock Option
under
the UFood Restaurant Group, Inc. 2007 Equity Incentive Plan. Enclosed are two
copies of a Non-Qualified Stock Option Agreement, which have been signed by
UFood Restaurant Group, Inc. Please sign both copies and return one to me in
the
enclosed envelope.
Also
enclosed are copies of the UFood Restaurant Group, Inc. 2007 Equity Incentive
Plan and the form to be used upon exercise of any part of the
options.
The
option covers common shares of UFood Restaurant Group, Inc. and becomes
exercisable in installments over ___ years. In addition, the shares covered
by
this option have not been registered under applicable securities laws.
Accordingly, under these laws, until such time as an effective registration
statement is filed or an exemption becomes available with respect to these
shares, there are prohibitions upon the exercise of this option and the later
sale of any shares purchased under this option. These prohibitions stem from
the
securities laws and will be discussed with you at a later date.
Meanwhile,
we wish to forward the copies of the option agreement to you at this
time.
Sincerely,
UFood
Restaurant Group, Inc.
By:______________________________
Name:
Its:
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