INCENTIVE STOCK OPTION AGREEMENT
EXHIBIT
10.8
THIS
AGREEMENT (this
“Agreement”) is made and entered into on this ____ day of _________________,
2008 by and between Debut
Broadcasting Company, Inc. (the
“Company”) and
[Name] (the “Participant”)
in connection with the grant of an option under the Debut Broadcasting
Corporation, Inc. 2007 Stock Incentive Plan (the “Plan”) on [Date
of Grant].
The
Company has established the Plan by action of its board of directors and
anticipates approval of its shareholders within twelve of months of the adoption
of the Plan by the board of directors. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Plan. The Participant is
an
employee of the Company or an Affiliate. The Company intends that the option
to
acquire common stock of the Company granted to the Participant under this
Agreement qualify as an “incentive stock option” (within the meaning of section
422 of the Code) and be treated as an Incentive Option under the Plan. In
consideration of the foregoing, the parties have entered into this Agreement
to
govern the terms of the Option granted by the Company pursuant to the authority
specified under the Plan:
1. Grant
of Option.
Subject
to the terms and conditions set forth herein, the Company grants to the
Participant an Option to purchase from the Company an aggregate of [Number
of Shares]
shares
of Stock at a price of $[Price]
per
share (the “Exercise Price”), subject to adjustment as provided in Article VIII
of the Plan.
2. Right
to Exercise.
This
Option will expire on [Expiration
Date]
unless
it expires sooner pursuant to Paragraph 7 and is exercisable with respect to
the
number of shares of Stock determined as follows:
|
On
and After
|
Number
of Shares Exercisable
|
|
[Vesting
Date]
|
[Number
of Shares]
Shares
|
|
[Vesting
Date]
|
Additional
[Number
of Shares]
Shares
|
|
[Vesting
Date]
|
Additional
[Number
of Shares]
Shares
|
|
[Vesting
Date]
|
Additional
[Number
of Shares]
Shares
|
|
[Vesting
Date]
|
Additional
[Number
of Shares]
Shares
|
3. Method
of Exercise.
The
exercise of this Option or any portion thereof is subject to the Participant’s
prior or concurrent payment of the Exercise Price to the Company, and, if
applicable, the Participant having made payment of or arrangements for
satisfaction of any related tax withholdings in a manner and on terms that
are
satisfactory and acceptable to the Company. The Participant may exercise this
Option, in whole or in part, from time to time, with respect to the number
of
whole shares of Stock that can be purchased at such time in accordance with
Paragraph 2, by actual delivery of written notice to the Company at the address
provided in Paragraph 12, which notice shall:
(a) specify
the number of whole shares of Stock to be purchased and the Exercise
Price;
(b) contain
evidence satisfactory to the Committee that the person exercising this Option
is
the Participant or has the right to exercise this Option; and
(c) be
accompanied by payment of the Exercise Price in accordance with the
Plan.
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As
a
condition precedent to the exercise of this Option in whole or in part, the
Participant shall comply with all regulations and the requirements of any
regulatory authority having control of, or supervision over, the issuance of
the
shares of Stock and in connection therewith shall execute any documents which
the Committee shall in its sole discretion deem necessary or advisable.
4. Transfer
and Exercise of Option.
Except
for transfers pursuant to a will or the laws of descent and distribution, this
Option is not transferable and the Participant may not make any disposition
of
this Option or any interest herein during his or her lifetime. As used herein,
“disposition” means any sale, transfer, encumbrance, gift, donation, assignment,
pledge, hypothecation, or other disposition, whether similar or dissimilar
to
those previously enumerated, whether voluntary or involuntary, and whether
during the Participant’s lifetime or upon or after the Participant’s death,
including, but not limited to, any disposition by operation of law, by court
order, by judicial process, or by foreclosure, levy, or attachment, except
a
transfer by will or by the laws of descent or distribution. Any attempted
disposition in violation of this Paragraph is void.
5. Status
of Participant.
The
Participant shall not be deemed a stockholder of the Company with respect to
any
of the shares of Stock subject to this Option, except to the extent that such
shares shall have been purchased and transferred to him or her. The Company
is
not required to issue shares of Stock purchased upon exercise of this Option
until all applicable requirements of law have been complied with and such shares
shall have been duly listed on any securities exchange on which the Stock may
then be listed.
6. No
Effect on Capital Structure.
This
Option shall not affect the right of the Company or any Affiliate to reclassify,
recapitalize or otherwise change its capital or debt structure or to merge,
consolidate, convey any or all of its assets, dissolve, liquidate, windup,
or
otherwise reorganize.
7. Expiration
of Option.
In
general, the right to purchase Stock under this Option shall expire on the
date
specified in Paragraph 2. However, this Option shall expire sooner in the
circumstances described in this Paragraph.
(a) Death
or Disability.
If the
Participant ceases to be employed by the Company or one of its Affiliates by
reason of death or disability (as defined in section 22(e)(3) of the Code),
the
Participant or his or her estate shall have the right (i) for twelve (12) months
after the date of such termination of employment by reason of death or ninety
(90) days after the date of such termination of employment by reason of
disability or (ii) until the expiration of the stated term of the Option,
whichever period is shorter, to exercise this Option with respect to all shares
available for purchase hereunder. Thereafter, this Option shall terminate and
cease to be exercisable.
(b) Other
Termination.
Upon
the Participant’s termination of employment for reasons other than death or
disability, this Option shall terminate upon the Participant’s termination of
employment, except that, this Option may be exercised by the Participant, to
the
extent otherwise exercisable on the date of termination of employment, for
a
period of ninety (90) days from the date of termination of employment, or until
the expiration of the stated term of the Option, whichever period is
shorter.
8. Committee
Authority.
Any
question concerning the interpretation of this Agreement, any adjustments
required or permitted to be made under the Plan, and any controversy which
may
arise under the Plan or this Agreement shall be determined by the Committee
in
its sole discretion. Such decision by the Committee shall be final and
binding.
9. Incentive
Stock Option Qualification.
This
Option is intended to qualify as an “incentive stock option” within the meaning
of section 422 of the Code, and shall be so construed; provided,
however,
that
nothing in this Agreement shall be interpreted as a representation, guarantee
or
other undertaking on the part of the Company that this Option is or will be
determined to be an Incentive Option. However, if any portion of this Option
is
deemed not be an Incentive Option because the $100,000 annual limit under
section 422(d) of the Code on Incentive Options is exceeded, or otherwise,
the
portion of this Option which cannot be treated as an Incentive Option shall
be
deemed to be a Nonqualified Option. In such an event, the Participant shall
be
subject to the tax withholding provision of Section 7.3 of the Plan for the
portion of this Option which is not an Incentive Option, and all other Plan
provisions that apply to Nonqualified Options.
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10. Notice
of Disqualifying Disposition.
Except
to the extent that a portion of this Option is treated as a Nonqualified Option
pursuant to this Paragraph 9, the Participant shall notify the Company of his
or
her intent to dispose of any of the shares of Stock purchased pursuant to this
Option within two years from the Date of Grant of the Option and one year from
the date of exercise of the Option, and promptly after such disposition the
Participant shall notify the Company of the number of shares of Stock disposed
of, the dates of acquisition and disposition of such shares, and the
consideration if any, received on such disposition. If in connection with any
such disposition, the Company becomes liable for withholding taxes and has
no
amounts owing the Participant with which to discharge its withholding
obligation, the Participant shall indemnify the Company against any such taxes
and any penalties it may incur through its inability to apply amounts owing
the
Participant in discharge of it withholding obligation. Nothing in this Paragraph
shall give the Participant any right to dispose of shares of Stock in a manner
that is inconsistent with any provision of this Agreement or the
Plan.
11. Plan
Controls.
The
terms of this Agreement are governed by the terms of the Plan, as it exists
on
the date of this Agreement and as the Plan is amended from time to time. A
copy
of the Plan, and all amendments thereto, are attached hereto as Exhibit A and
made a part hereof as if fully set forth herein. Any amendment to the Plan
shall
be deemed to be an amendment to this Agreement to the extent that the amendment
is applicable hereto; provided,
however,
that no
amendment shall adversely affect the rights of the Participant under this
Agreement without the Participant’s written consent. In the event of any
conflict between the provisions of the Agreement and the provisions of the
Plan,
the terms of the Plan shall control, except as expressly stated otherwise.
The
terms “Article” or “Section” generally refer to provisions within the Plan;
provided,
however,
the
terms “Paragraph” shall refer to a provision of this Agreement.
12. Notice.
Whenever any notice is required or permitted hereunder, such notice must be
in
writing and personally delivered, sent by mail or facsimile. Any notice required
or permitted to be delivered hereunder shall be deemed to be delivered on the
date which it is received, personally delivered, or, whether actually received
or not, on the third business day after it is deposited in the United States
mail, certified or registered, postage prepaid, addressed to the person who
is
to receive it at the address which such person has theretofore specified by
written notice delivered in accordance herewith. The Company or Participant
may
change, by written notice to the other, the address previously specified for
receiving notices. Notices delivered to the Company shall be addressed as
follows:
Attention:
Controller
0000
00xx
Xxxxxx
Xxxxx
Xxxxx:
(000) 000-0000
Fax:
(000) 000-0000
Notices
to the Participant shall be hand delivered to the Participant on the premises
of
the Company or its Affiliates or mailed to the last address shown on the records
of the Company.
13. Information
Confidential.
As
partial consideration for granting of this Option, the Participant agrees that
he or she will keep confidential all information and knowledge that the
Participant has relating to the manner and amount of his or her participation
in
the Plan; provided,
however,
that
such information may be disclosed as required by law and may be given in
confidence to the Participant’s spouse, tax and financial advisors, or to a
financial institution to the extent that such information is necessary to secure
a loan.
14. Governing
Law.
Except
as is otherwise provided in the Plan, where applicable, the provisions of this
Agreement shall be governed by the internal laws of the State of
Nevada.
15. Headings.
The
headings herein have been inserted for convenience only and shall not be deemed
to limit or otherwise affect any of the provisions of this
Agreement.
16. Counterparts;
Effectiveness.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original and all of which shall constitute one and the same Agreement.
The exchange of copies of this Agreement and executed signature pages hereto
by
facsimile transmission shall constitute effective execution and delivery of
this
Agreement and may be used in lieu of the original Agreement for all purposes.
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17. Amendment.
The
Company, acting through the Committee or through the Board, may amend this
Agreement at any time for any purpose determined by the Company in its sole
discretion that is consistent with the Plan, including but not limited to an
amendment to accelerate the vesting schedule set forth in Paragraph 2 due to
normal retirement or other special circumstances, or to permit transfers of
Options to certain individuals specified by the Participant. All amendments
must
be in writing. Except as otherwise provided in the Plan, the Company may not
amend this Agreement, however, without the Participant’s express agreement to
any amendment that could adversely effect the material rights of the
Participant.
18. Entire
Agreement.
This
Agreement, together with the Plan, contain the complete agreement between the
parties concerning the subject matter hereof and shall supersede all other
agreements or arrangements between the parties with regard to the subject matter
hereof.
19. Interpretation.
The
language in all parts of this Agreement shall be construed, in all cases,
according to its plain meaning, except where the context of this Agreement
expressly indicates otherwise, and the parties acknowledge that each party
has
carefully reviewed this Agreement and that the normal rule of construction
to
the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement.
20. Severability.
If one
or more of the provisions of this Agreement is invalidated for any reason by
a
court of competent jurisdiction, any provision so invalidated shall be deemed
to
be separable from the other provisions hereof, and the remaining provisions
hereof shall continue to be valid and fully enforceable.
21.Waiver
of Jury Trial.
PARTICIPANT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS HE OR SHE MAY HAVE
TO
DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY
WAY
RELATED TO THE PLAN OR THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO
BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL
BY
JURY ARISING FROM ANY SOURCE INCLUDING, BUT NOT LIMITED TO, THE CONSTITUTION
OF
THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE STATUTE
OR
REGULATIONS. BY AGREEING TO RECEIVE AN AWARD, THE PARTICIPANT ACKNOWLEDGES
THAT
HE OR SHE IS KNOWINGLY AND VOLUNTARILY WAIVING HIS OR HER RIGHT TO DEMAND TRIAL
BY JURY.
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remainder of this page is intentionally blank]
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EXECUTION
PAGE
IN
WITNESS WHEREOF, the
Company has caused this Agreement to be executed and the Participant has set
his
hand hereto on the day and year first above written.
DEBUT
BROADCASTING
CORPORATION,
INC.
By:
_________________________________
Its:
_________________________________
_____________________________________
[Name]
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