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EXHIBIT 99.8
STOCK OPTION AGREEMENT, dated as of the _________ day of __________
1998, by and between TicketsLive Corporation, a New York corporation (the
"Company"), and [name] the (the "Optionee"), an [employee] of the Company.
Pursuant to the Company's Incentive Program approved September 8,
1997 (the "Plan"), the Administrator of the Plan (the "Committee") has
determined that the Optionee is to be granted an option (the "Option") to
purchase shares of the Company's Common Stock, par value $.01 per share
("Common Stock"), on the terms and conditions set forth herein and in the Grant
Notice attached as Exhibit A hereto, and hereby grants such Option. Any
capitalized terms not defined herein shall have their respective meanings set
forth in the Plan. This Stock Option Agreement is intended to be an employee
benefit plan within the meaning of Rule 405 of the Securities Act of 1933.
1. Number of Shares and Option Price. The Option entitles the
Optionee to purchase _________ shares of Common Stock (the "Option Shares"), at
a price (the "Option Price") of $[ ] per share, which is not less than the
Fair Value of the Option Shares as of the date hereof. In the event that the
Fair Value of the Common Stock is less than the Option Price, the Administrator
may, in its discretion, reduce the Option Price for the Options to the Fair
Value as of such date.
2. Period of Option. The term of the Option and of this Option
Agreement shall commence on the date hereof (the "Date of Grant") and, unless
the Option is previously terminated pursuant to this Option Agreement, shall
terminate upon the expiration of ten (10) years from the Date of Grant. Upon
the termination of the Option, all rights of the Optionee hereunder shall cease.
3. Conditions of Exercise. (a) Subject to the provisions of
paragraphs (b) and (c) of this Section 3, the Option shall vest and become
exercisable in 48 equal monthly installments commencing at the end of the first
full calendar month after the date of grant.
(b) Except as set forth in Section 3(c) below, no portion of the
Option shall vest and become exercisable prior to the six month anniversary of
the commencement of the Optionee's employment with the Company (the "Six Month
Anniversary"), provided that on the Six Month Anniversary, all Options that
would have vested by such date pursuant to Section 3(a), above but for the
application of this Section 3(b) shall vest and become immediately exercisable.
(c) Any portion of the Option that is outstanding and not yet fully
exercisable shall become fully exercisable immediately prior to the date upon
which a Change of Control occurs. For purposes hereof, "Change of Control"
means:
(A) any person or group (within the meaning of Section 13(d)(3) of
the Securities Exchange Act, whether or not the Corporation has
any
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capital stock subject to such section), other than Xxxxx Xxxxx,
together with any affiliates and associates of any such person or
member of such group (within the meaning of Rule 12b-2 under the
Securities Exchange Act, whether or not the Corporation has any
capital stock subject to such Section), shall at any time
beneficially own (within the meaning of Rule 13d-3 under the
Securities Exchange Act, whether or not the Corporation has any
capital stock subject to such Section) more than 50% of the total
voting power of all classes of capital stock of the Corporation
entitled to vote generally for the election of directors of the
Company;
(B) the sale, lease, transfer or other disposition of all or
substantially all of the consolidated assets of the Corporation
and its subsidiaries or of any Significant Subsidiary in a single
transaction or series of related transactions.
(C) the corporation or any subsidiary thereof is consolidated with or
merged into any other person or entity, or any other person or
entity (other than a wholly-owned subsidiary of the Company) is
merged into or sells, leases or transfers all or substantially
all of its property, assets or capital stock to the Company.
(d) Notwithstanding anything to the contrary herein, no portion of
the Option shall vest and become exercisable following the effective date of
the termination of the Optionee's employment for any reason.
(e) Except as otherwise provided herein, the right of the Optionee
to purchase Option Shares with respect to which this Option has become
exercisable as herein provided may be exercised in whole or in part at any
time or from time to time prior to the tenth anniversary of the Date of Grant.
4. Adjustment of Option. The number and class of shares subject to
the Option and the Option Price shall be subject to appropriate adjustment in
the event of changes in the capital stock of the Company by reason of stock
dividends, split-ups or combinations of shares, reclassification, mergers,
consolidations, reorganizations or liquidations. Subject to any required action
of the shareholders of the Company, if the Company shall be the surviving
corporation in any merger or consolidation, the Option (to the extent that it
is still outstanding) shall pertain to and apply to that number of securities
that a holder of the same number of shares of Common Stock as are then subject
to the Option would have been entitled to receive in exchange for such shares.
To the extent that the foregoing adjustments relate to stock or securities of
the Company, such adjustments shall be made by the Board of Directors of the
Company, whose determination in that respect shall be final, binding and
conclusive.
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5. Non-transferability of Option. Except as otherwise provided
herein, the Option and this Option Agreement shall not be transferable. More
Particularly, but not by way of limiting the generality of the foregoing, except
as otherwise provided herein, the Option may not be assigned, transferred,
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.
6. Exercise of Option (a) In order to exercise this option with
respect to all or any part of the Option Shares for which this option is at the
time exercisable, Optionee (or any other person or persons exercising the
Option) must take the following actions:
(i) Deliver to the Secretary of the Company an executed
notice of exercise in substantially the form of Exhibit B to this
Agreement (the "Exercise Notice") in which there is specified the number
of Option Shares which are to be purchased under the exercised option.
(ii) Pay the aggregate Option Price for the purchased
shares in one or more of the following forms:
(A) cash or check made payable to the Company; or
(B) a promissory note payable to the Company, but only to
the extent approved by the Administrator.
The Option Price may also be paid as follows:
(C) on and after the date of the initial public offering
of the Common Stock, through a special sale and remittance procedure
pursuant to which Optionee (or any other person or persons
exercising the option) shall concurrently provide irrevocable
written instructions (a) to a Company designated brokerage firm to
effect the immediate sale of the purchased shares and remit to the
Company, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate Option Price payable for the
purchased shares plus all applicable Federal, state and local income
and employment taxes required to be withheld by the Company by
reason of such exercise and (b) to the Company to deliver the
certificates for the purchased shares directly to such brokerage
firm in order to complete the sale.
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Except to the extent the sale and remittance procedure is
utilized in connection with the option exercise, payment of the Option
Price must accompany the Exercise Notice delivered to the Company in
connection with the option exercise.
(iii) Furnish to the Company appropriate documentation that
the person or persons exercising the option (if other than Optionee) have
the right to exercise this option.
(iv) Execute and deliver to the Company such written
representations as may be requested by the Company in order for it to
comply with the applicable requirements of Federal and state securities
laws.
(v) Pay, in cash or check made payable to the Company, for
the satisfaction of all Federal, state and local income and employment tax
withholding requirements applicable to the option exercise.
(b) As soon as practical after the exercise date set forth in
the Exercise Notice, the Company shall issue to or on behalf of Optionee (or
any other person or persons exercising this option) a certificate for the
purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this option be exercised for any fractional
shares.
(d) The Optionee will not be deemed to be a holder of any Option
Shares pursuant to exercise of the Option until the date of the issuance of a
stock certificate for such Option Shares and until the Option Shares are paid
in full.
7. Drag Along Right. In the event that the holders of a majority of
the issued and outstanding Common Stock agree in a bona fide arms' length
transaction or series of transactions (the "Transaction") to sell 51% or more
of the aggregate number of shares of Common Stock then held by them (the
"Selling Stockholders"), then upon the demand (the "Demand") of such Selling
Stockholders, the Optionee will sell the same percentage of its Option Shares
held by it, as is proposed to be sold by the Selling Stockholders, at the same
price and on the same terms and conditions as those set forth in the Demand, to
the buyer designated by the Selling Stockholders.
8. Termination by Death. If the Optionee's employment with the
Company or any of its affiliates terminates by reason of death, the Option may
thereafter be exercised by the legal representative of Optionee's estate, to
the extent vested as of the date of such death until the earlier of (i) one
year following such date of (ii) ten years
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following the Date of Grant.
9. Other Termination. If the Optionee's employment with the Company or
any of its affiliates terminates for any reason other than death, the Option may
be exercised, to the extent vested as of the date of such termination and
subject to Section 7(c), until the earlier of (i) ninety (90) days following the
date of such termination or (ii) ten (10) years following the Date of Grant.
10. Notices. Any notice required or permitted under this Option
Agreement shall be deemed given when delivered personally,or when deposited in a
United States Post Office, postage prepaid, addressed, as appropriate, to the
Optionee either at the address herein below set forth or such other address as
the Optionee may designate in writing to the Company, or to the Company:
Attention: Secretary (or his designee), at the Company's address or such other
address as the Company may designate in writing to the Company may designate in
writing to the Optionee.
11. Failure to Enforce Not a Waiver. The failure of the Company to
enforce at any time any provision of this Option Agreement shall in no way be
construed to be a waiver of such provision or of any other provision hereof.
12. Governing Law. This Option Agreement shall be governed by and
construed according to the laws of the State of New York without regard to its
principles of conflict of laws.
13. Incorporation of Plan. The Plan is hereby incorporated by
reference and made a part hereof, and the Option and this Option Agreement shall
be subject to all terms and conditions of the Plan.
16. Amendments. This Option Agreement may be amended or modified at
any time only be an instrument in writing signed by the parties hereto.
17. Rights as a Shareholder. Neither the Optionee nor any successor in
interest shall have any rights as a stockholder of the Company with respect to
any shares of Common Stock subject to the Option until the date of issuance of a
stock certificate for such shares of Common Stock.
18. Agreement Not a Contract of Employment. Neither the Plan, the
granting of the Option, this Option Agreement nor any other action taken
pursuant to the Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that the Optionee has a right to continue as
an employee of the Company or any subsidiary or affiliate for any period of time
or at any specific rate of compensation.
19. Investment Representation. Upon the exercise of all or any part of
the Option, the Committee may require the Optionee to furnish to the Company an
agreement (in such form as the Committee may specify) in which the Optionee
shall represent that the share of Common Stock to be acquired upon exercise of
the Option are to be
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acquired for the Optionee's own account and not with a view to the sale or
distribution thereof.
20. Authority of the Committee. The Committee shall have full authority to
interpret and construe the terms of the Plan and this Option Agreement. The
determination of the Committee as to any such matter of interpretation or
construction shall be final, binding and conclusive.
IN WITNESS WHEREOF, the parties have executed this Option
Agreement as of the day and year first above written.
TICKETSLIVE CORPORATION
By
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Its
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The undersigned hereby accepts and agrees to
all the terms and provisions of the foregoing
Option Agreement and to all the terms and
provisions of the Plan herein incorporated by
reference.
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Optionee
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