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EXHIBIT 4.4
M.B.A. HOLDINGS, INC.
_________________________ (Optionee's Name) NON-STATUTORY STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT ("Agreement") is made and entered into this ____st
day of __________, 200 ("Grant Date"), by and between M.B.A. Holdings, Inc., a
Nevada corporation (the "Company"), and ________________________ (the
"Optionee").
RECITALS
The Company, through its Board of Directors (the "Board"), has determined that
in order to attract and retain the best available personnel for positions of
substantial responsibility to provide successful management of the Company's
business, it must offer a compensation package that provides key employees of
the Company an opportunity to participate financially in the success of the
Company by developing an equity interest in it. By this Agreement, the Company
and the Optionee desire to establish the terms upon which the Company is willing
to grant to the Optionee, and upon which the Optionee is willing to accept from
the Company, an option to purchase shares of common stock of the Company
("Common Stock").
IN CONSIDERATION of the promises and of the mutual agreements hereinafter set
forth, the parties agree as follows:
1. Grant of Non Statutory Stock Option. Subject to the terms and conditions
hereinafter set forth, the Company grants to the Optionee the right and option
(the "Option") to purchase from the Company all or any part of an aggregate
number of ___________________________ (__________) shares of Common Stock, at a
purchase price of $0.00 per share, such price being not less than the Fair
Market Value of the Stock as of the date hereof. The Option hereby granted is to
be exercised in the manner and subject to the conditions hereinafter provided.
2. Time of Exercise of Option. Once the shares issuable under this Option are
vested according to the schedule in Paragraph 3 hereof, this Option may be
exercised by Employee for whole shares only. Employees may exercise their Option
for vested shares in whole at any time, or in part from time to time, in each
year on a cumulative basis commencing on ___________________, with any portion
not exercised to be carried over for exercise in subsequent years until
___________________, at which time any unexercised portion hereof shall expire.
3. Vesting of Options; Exercise. This Option is exercisable once vested. Twenty
percent (20%) of the shares issuable under the Incentive Stock Options shall
vest six months from date of Grant provided that the Optionee has remained an
Employee of the Company for not less than six months from date of Grant, twenty
percent (20%) of the shares issuable under the Incentive Stock Options shall
vest one year from date of Grant provided that Optionee has remained an Employee
of the Company for not less than one year from the date of Grant, and the
remaining sixty percent (60%) of the shares issuable under the Incentive Stock
Options shall vest at the rate of twenty percent (20%) per year on the second,
third and fourth anniversary of the date of Grant provided that Optionee has
remained an Employee of the Company for the entire vesting period. Otherwise the
options shall lapse
4. Method of Exercise. This Option may be exercised by Employee giving written
notice to the Company at its principal place of business accompanied by a check
in payment of the purchase price for the Stock as to which the Option is being
exercised. the Company shall make prompt delivery of such Stock, provided that
if any law or regulation requires the Company to take any action with respect to
the Stock as to which the Option is being exercised, the date of delivery of
such Stock shall be extended for the period necessary to take such action.
5. Termination of Option. Except as otherwise stated herein, the Option hereby
granted shall terminate as follows:
(a) If the Optionee's continuous employment with the Company, or an affiliated
company, shall be terminated, with or without cause, or by the act of the
Employee, the Optionee's right to exercise the vested shares of this Option
shall terminate and all rights thereunder shall cease three (3) months after the
date on which such person's association is terminated
(b) In the event of an Employee's death or permanent and total disability while
in the employ of the Company, the disabled Employee or his or her personal
representatives may exercise the vested shares of this Option in full at any
time within one (1) year following the date of an Employee's disability or
death.
6. Limitations - Grant as Non-Qualified Option. This option is intended to be a
non-qualified stock option in accordance with the terms of Section 422 of the
Internal Revenue Code of 1986, as amended.
7. Reclassification, Consolidation or Merger. In the event the Stock subject to
Options hereunder is changed into or exchanged for a different number or kind of
stock or other securities of the Company or of another organization by reason of
merger, consolidation or reorganization, recapitalization, reclassification,
combination of shares, stock split or stock dividend, the aggregate number of
shares of Stock subject to this Option and the Option price for such shares
shall be proportionately adjusted.
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8. Rights Prior to Exercise of Option. The Option hereby granted is
non-transferable by Employee except as otherwise provided in Paragraph 5 hereof.
During the lifetime of Employee, the Options hereby granted shall be exercisable
only by the Employee. Employee shall have no rights as a shareholder in the
shares of Stock purchasable pursuant to Options hereunder until payment of the
purchase price and delivery.
9. Registration of Common Stock. The Company shall promptly cause appropriate
securities registration statements to be filed with respect to the shares
underlying the Option so that upon exercise of the Option, the Common Stock
received may be freely tradable.
10. Transferability of Stock. Any sale or transfer of the Stock purchased
pursuant to this Option must be in accordance with applicable federal and state
securities laws.
11. Binding Effect. This Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties hereto.
12. Tax Considerations. Issuance or exercise of this Option may result in tax
implications.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its
duly authorized officer, and the Optionee has hereunto affixed his signature.
M.B.A. HOLDINGS, INC., a Nevada corporation
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
Its: Chairman and Chief Executive Officer
Optionee:
(Optionee's Signature)
