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EXHIBIT 10.10
STOCK OPTION AGREEMENT
PURSUANT TO THE
AUDIONET, INC. 1998 STOCK OPTION PLAN
This STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
by and between AUDIONET, INC., a Delaware corporation (the "Company"), and
EMPLOYEE (the "Optionee"), effective as of March 31, 1998 (the "Effective
Date").
1. Grant of Option. The Company hereby grants to the Optionee and the
Optionee hereby accepts, subject to the terms and conditions hereof, a stock
option (the "Option") to purchase up to Number of Shares shares of the Company's
Common Stock at the Exercise Price per share set forth in Section 4. The Option
is intended to qualify as an "incentive stock option" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended, to the extent
permissible thereunder.
2. Governing Plan. This Option is granted pursuant to the Company's
1998 Stock Option Plan (the "Plan"), a copy of which is attached hereto.
Capitalized terms used but not otherwise defined herein have the meanings set
forth in the Plan. The Optionee agrees to be bound by the terms and conditions
of the Plan, which are incorporated herein by reference and which control in
case of any conflict with this Agreement.
3. Expiration of the Option. The Option (to the extent not earlier
exercised or terminated due to cessation of the Optionee's employment or
otherwise in accordance with the Plan) will expire at the end of business on
March 30, 2008. The Option may terminate sooner under certain circumstances,
including, without limitation, termination of the Optionee's employment or a
change in control of the Company, as set forth in Sections 5.13, 7.1, and 7.2 of
the Plan. The Option may not be exercised after its expiration or termination.
4. Exercise Plan. The "Exercise Price" of the Option is $9.42 per share
of Common Stock. The Exercise Price is subject to adjustment as set forth in
Article III of the Plan.
5. Vesting. On each Measurement Date set forth in Column 1 below, the
Option shall vest and become exercisable for the corresponding number of shares
of Common Stock set forth in Column 2 below if the Optionee's employment has not
terminated. The "Vested Portion" of the Option as of any particular date shall
be the cumulative total of all shares for which the Option has become
exercisable as of that date.
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COLUMN 1 COLUMN 2
Measurement Date Shares Vesting on
Measurement Date
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First Anniversary of the Effective Date First Anniversary
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Second Anniversary of the Effective Date Second Anniversary
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Third Anniversary of the Effective Date Third Anniversary
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Fourth Anniversary of the Effective Date Fourth Anniversary
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Fifth Anniversary of the Effective Date Fifth Anniversary
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6. Exercise of the Option. The Vested Portion (as herein defined) of
the Option may be exercised, to the extent not previously exercised, in whole or
in part, at any time or from time to time prior to the expiration or termination
of the Option, except that no Option shall be exercisable except in respect to
whole shares, and not less than 100 shares may be purchased at one time unless
the number purchased is the total number at the time available for purchase
under the terms of the Option. Exercise shall be accomplished by providing the
Company with written notice in the form of Exhibit I hereto, which notice shall
be irrevocable when delivered and effective upon payment in full of the Exercise
Price in accordance with Section 5.4 of the Plan, any amounts required in
accordance with Section 5.11 of the Plan, and the satisfaction of all other
conditions to exercise imposed under the Plan.
7. Payment of Option Price. Upon any exercise of the Option, the
exercise price for the number of shares for which the Option is then being
exercised shall be paid in full to the Company in cash or in such other form as
the Plan administrator may deem acceptable.
8. Nontransferability of Option. The Option shall not be transferable
or assignable by the Optionee, other than in accordance with Section 5.9 of the
Plan or by will or the laws of descent and distribution (or as otherwise
permitted by the Plan administrator in its sole discretion), and shall be
exercisable during the Optionee's lifetime only by him or her or by his or her
legal representative(s) or guardian(s).
9. Administration. The Plan and this Agreement shall be administered
and may be definitively interpreted by a committee of the Board of Directors of
the Company, and the Optionee agrees to accept and abide by the decisions of
such committee concerning administration and interpretation of the Plan and this
Agreement.
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IN WITNESS WHEREOF, this Agreement has been executed on behalf of the
Company by its duly authorized officer, and by the Optionee in acceptance of the
above-mentioned Option, subject to the terms and conditions of the Plan and of
this Agreement, all as of the day and year first above written.
AUDIONET, INC.
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By: Xxxx X. Xxxxxx, Chief Executive Officer
OPTIONEE
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Employee
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EXHIBIT I TO AUDIONET, INC. 1998 STOCK OPTION PLAN AND STOCK OPTION AGREEMENT
NOTICE OF EXERCISE
UNDER
STOCK OPTION AGREEMENT
PURSUANT TO THE
AUDIONET, INC. 1998 STOCK OPTION PLAN
To: AudioNet, Inc. ("AudioNet" or the "Company")
From: Employee
Date: ______________________
Pursuant to the AudioNet, Inc. 1998 Stock Option Plan and Stock Option
Agreement between and AudioNet and myself effective March 31, 1998 (the
"Agreement"), I hereby exercise my Option as follows:
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Number of shares of Common Stock I wish to
purchase under the Option _____________
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Exercise Price per share $____________
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Total Exercise Price $____________
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"Vested Portion" of Option (see definition in
Section 5 of the Agreement) _____________
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Number of shares I have previously
purchased by exercising the Option _____________
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Expiration Date of the Option 3/30/08
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I hereby represent, warrant, and covenant to AudioNet that:
a. I am acquiring the Common Stock for my own account, for investment,
and not for distribution or resale, and I will make no transfer of such Common
Stock except in compliance with applicable federal and state securities laws.
b. I can bear the risk of the investment in such Common Stock resulting
from this exercise of the Option, including a total loss thereof.
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c. I have had complete access to all financial and other information
with respect to the Company in connection with the exercise of the Option.
d. I am experienced in business and financial matters and am capable of
(i) evaluating the merits and risks of an investment in the Company, (ii) making
an informed investment decision regarding exercise of the Option, and (iii)
protecting my interests in connection therewith.
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Employee
