ZIPGLOBAL HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE 2006 STOCK OPTION PLAN
NON-QUALIFIED
STOCK OPTION AGREEMENT
UNDER
THE 2006 STOCK OPTION PLAN
THIS
AGREEMENT is made as of _________________,
2006,
between ZIPGLOBAL HOLDINGS, INC., a Delaware corporation (the “Company”), and
_________________
(the
“Optionee”).
THE
PARTIES AGREE AS FOLLOWS:
1. Option
Grant. The
Company hereby grants to the Optionee an option (the “Option”) to purchase the
number of shares of the Company’s common stock (the “Shares”), for an exercise
price per share (the “Option Price”) and based upon a Grant Date, all as set
forth below:
Shares
under option: _________________
Option
Price per Share: _________________
Grant
Date: _________________
Vesting:
Your
option shall vest according to the following schedule, provided you continue
your relationship with the Company or a related corporation.
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Period
of Your Continuous Relationship With the Company or a Related Corporation
From the Date Option is Granted
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Portion
of Total Option Which is Exercisable
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After
1 year
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After
2 years
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After
3 years
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After
4 years
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Exercise:
The
vested portion of the option may be exercised, in whole or in part, but not
as
to any fractional shares, during the term of the option. During your lifetime
only you can exercise the option. The Plan also provides for exercise of the
option by the personal representative of your estate or the beneficiary thereof
following your death.
The
Option will be subject to all of the terms and conditions set forth herein
and
in the Company’s 2006 Stock Option Plan (the “Option Plan”), a copy of which is
attached hereto and incorporated by reference. The Option granted hereunder
will
be a nonstatutory or nonqualified option for tax purposes.
2. Stockholder
Rights. No
rights
or privileges of a stockholder in the Company are conferred by reason of the
granting of the Option. Optionee will not become a stockholder in the Company
with respect to the Shares unless and until the Option has been properly
exercised and the Option Price fully paid as to the portion of the Option
exercised.
3. Termination. Subject
to earlier termination as provided in the Option Plan, this Option will expire,
unless previously exercised in full, on _________________.
4. Terms
of the Option Plan. The
Optionee understands that the Option Plan includes important terms and
conditions that apply to this Option. Those terms include (without limitation):
important conditions to the right of the Optionee to exercise the Option;
important restrictions on the ability of the Optionee to transfer the Option
or
to transfer Shares received upon exercise of the Option; and early termination
of the Option following the occurrence of certain events, including the Optionee
no longer being an employee, director, consultant or independent contractor
to
or of the Company or its subsidiaries. The
Optionee acknowledges that he or she has read the Option Plan, agrees to be
bound by its terms, and makes each of the representations required to be made
by
the Optionee under it.
5. Method
of Exercise. The
Option shall be exercised by written notice in the form of Exhibit A hereto,
directed to the Company at the Company’s address set forth above, duly executed
by the Optionee, specifying the number of shares being purchased and accompanied
by cash or check payable to the order of the Company in full payment of the
Purchase Price for the number of Shares being purchased.
6. Miscellaneous. This
Agreement (together with the Option Plan) sets forth the complete agreement
of
the parties concerning the subject matter hereof, superseding all prior
agreements, negotiations and understandings. This Agreement will be governed
by
the substantive law of the State of Delaware, and may be executed in
counterparts.
The
parties hereby have entered into this Agreement as of the date set forth
above.
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“Optionee”
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By:
______________________________
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________________________________
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Title:_____________________________
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Name:___________________________
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Address:
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________________________________
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________________________________
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________________________________
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| Attachments: |
(1)
Spousal Consent
(2)
2006 Stock Option Plan
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SPOUSAL
CONSENT
The
undersigned is the spouse of the Optionee referred to in the attached
Non-Statutory Stock Option Agreement (the “Agreement”). The undersigned
acknowledges that he or she:
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(1)
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has
received, reviewed and understands the terms of the Agreement (including
its attachments);
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(2)
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consents
to the Agreement, and agrees to be bound by its terms to the extent
that
he or she now has or may obtain any interest in the Option or Shares
covered by the Agreement; and
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(3)
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understands
that the Company is relying upon this consent in entering into the
Agreement and in not taking further steps to protect its
interests.
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Date
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Signature
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_______________________________
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______________________________
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Name:_________________________
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EXHIBIT
A
NON-QUALIFIED
STOCK OPTION AGREEMENT
UNDER
THE 2006 STOCK OPTION PLAN
Date:______________________
Ladies
and Gentlemen:
I
hereby
elect to purchase _______________ shares of the Common Stock, $_____ par value
per share, of ZipGlobal Holdings, Inc. (the “Company”) under the option granted
to me pursuant to the Non-Qualified Stock Option Agreement, dated as of
_______________, 200___, under the Company’s 2006 Stock Option
Plan.
Enclosed
is [cash] [a check] in the amount of $______________.___ [__________] shares
of
the Company’s Common Stock in full payment of the shares being purchased
($_______________ per share x _____________ shares).
Please
deliver certificates representing the shares being purchased to me
at:
_____________________________
_____________________________
_____________________________
I
hereby
acknowledge that I have been informed as follows:
1. The
shares of common stock of the Company to be issued to me pursuant to the
exercise of said option have not been registered under the Securities Act of
1933, as amended (the “1933 Act”), and accordingly, must be held indefinitely
unless such shares are subsequently registered under the 1933 Act, or an
exemption from such registration is available.
2. Routine
sales of securities made in reliance upon Rule 144, if applicable, under the
1933 Act can be made only after the holding period and in limited amounts in
accordance with the terms and conditions provided by that Rule, and in any
sale
to which that Rule is not applicable, registration or compliance with some
other
exemption under the 1933 Act will be required.
3. The
Company is under no obligation to me to register the shares or to comply with
any such exemptions under the 1933 Act.
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4. The
availability of Rule 144, if applicable, is dependent upon adequate current
public information with respect to the Company being available and, at the
time
that I may desire to make a sale pursuant to the Rule, the Company may neither
wish nor be able to comply with such requirement.
In
consideration of the issuance of certificates for the shares to me, I hereby
represent and warrant that I am acquiring such shares for my own account for
investment, and that I will not sell, pledge, transfer or otherwise dispose
of
such shares in the absence of an effective registration statement covering
the
same, except as permitted by the provisions of Rule 144, if applicable, or
some
other applicable exemption under the 1933 Act. In view of this representation
and warranty, I agree that there may be affixed to the certificates for the
shares to be issued to me, and to all certificates issued hereafter representing
such shares (until in the opinion of counsel, which opinion must be reasonably
satisfactory in form and substance to counsel for the Company, it is no longer
necessary or required) a legend as follows:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN TAKEN BY THE ISSUEE FOR HIS
OR
HER OWN ACCOUNT AND NOT WITH A VIEW TO THEIR DISTRIBUTION. SAID SECURITIES
MAY
NOT BE SOLD OR TRANSFERRED UNLESS (A) THEY HAVE BEEN REGISTERED UNDER SAID
ACT,
OR (B) THE TRANSFER AGENT (OR THE COMPANY, IF IT IS THEN ACTING AS ITS OWN
TRANSFER AGENT) IS PRESENTED WITH EITHER A WRITTEN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY OR A “NO-ACTION” LETTER OF THE SECURITIES AND
EXCHANGE COMMISSION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
THE CIRCUMSTANCES OF SUCH SALE OR TRANSFER.
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOLUNTARILY OR
INVOLUNTARILY SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, ENCUMBERED
OR
DISPOSED OF, EXCEPT UNDER LIMITED CIRCUMSTANCES, AND SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND RIGHTS OF FIRST REFUSAL. THESE RESTRICTIONS AND
RIGHTS OF FIRST REFUSAL ARE SET FORTH IN FULL IN THE 2006 STOCK OPTION PLAN
AND
IN A STOCK OPTION AGREEMENT (INCLUDING ATTACHMENTS), COPIES OF WHICH ARE ON
FILE
AT THE PRINCIPAL OFFICE OF THE COMPANY.
I
further
agree that the Company may place a stop order with its Transfer Agent,
prohibiting the transfer of such shares, so long as the legend remains on the
certificates representing the shares.
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Very
truly yours,
“Optionee”
_________________________________
Name:
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