EXHIBIT 4(B)
CHILDREN'S DISCOVERY CENTERS OF AMERICA, INC.
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT is made as of this ____ day of _____, _____ between
Children's Discovery Centers of America, Inc. (the "Company") and _____________,
who is an employee of the Company (the "Optionee"), residing
________________________________.
W I T N E S S E T H:
WHEREAS, the Company desires, by affording the Optionee an opportunity
to purchase shares of the Company's Common Stock, $0.01 par value per share (the
"Common Stock"), as hereinafter provided, to encourage the Optionee to provide
services to the Company;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter contained, the parties hereto mutually
covenant and agree as follows:
1. GRANT OF OPTION. The Company hereby grants to the Optionee an
option (the "Option") to purchase all or any part of an aggregate of __________
(_____) shares of Common Stock (such number being subject to adjustment as
provided in Paragraph (7) on the terms and conditions hereinafter set forth, for
a purchase price of $_____ per share (the "Option Price").
The Option may be exercisable by the Optionee as follows: the Optionee
shall be entitled to purchase up to __________ (_____) shares of Common Stock
subject to the Option, from the date of grant until ________ and thereafter an
additional __________ (_____) shares of Common Stock on each following _______,
until exhausted.
2. TERM OF OPTION. The term of the Option shall be for a period of
five (5) years from ___________ (the "Date of Grant"), subject to earlier
termination as provided herein, and in no event shall the Option be exercised
after the expiration of such five (5) year period.
Except as provided in Paragraph 5 hereof, the Option may not be
exercised unless, at the time the Option is exercised or within ninety (90) days
of the date of exercise, and at all times from the date it is granted, the
Optionee shall have been an employee of the Company.
3. NONTRANSFERABILITY. The Option shall not be transferable
otherwise than by will or the laws of descent and distribution to the extent
provided in Paragraph 5, and the
Option may be exercised, during the lifetime of the Optionee, only by the
Optionee. Without limiting the generality of the foregoing, the Option may not
be assigned, transferred (except as provided above), 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 of the Plan shall be null and void and without effect,
and, upon the levy of any execution, attachment, or similar process upon the
Option, the Option shall hereupon be canceled and thereafter null and void.
4. TERMINATION OF OPTION. The Option shall terminate and may no
longer be exercised if the Optionee ceases to be an employee of the Company or
any of its subsidiaries, except that (i) Optionee may exercise this Option
within ninety (90) days of the date the Optionee ceases employment with the
Company, except if such employment has been terminated by the Company other than
for cause (which for purposes hereof shall be the commission of any felony or a
misdemeanor of the type or classification which would prevent the Optionee from
working in a child care center) then the Optionee may at any time within a
period of three (3) months after such termination exercise the Option to the
extent that the Option was exercisable on the termination of such employment and
(ii) if the Optionee is disabled (within the meaning of Section 105(d)(4) of
the Internal Revenue Code) while an employee of the Company or any of its
subsidiaries, then, to the extent that the Optionee was entitled to exercise the
Option on the date of such disability, the Option may be exercised within one
(1) year after the date of Optionee's disability; or (iii) if the Optionee dies
while an employee of the Company or any of its subsidiaries, then, to the extent
that the Option could have been exercised by the employee immediately prior to
the date of his death, the Option may be exercised by the Optionee's estate or
by the person or persons who shall have acquired the right to exercise the
Option by bequest or inheritance for a maximum period of one (1) year from the
date of the Optionee's death. Notwithstanding the foregoing provisions of this
paragraph 4, no Option shall be exercisable after the expiration date of such
Option.
5. OTHER TERMINATION. In the event that the Option is determined by
legal proceeding (including administrative proceedings) to be invalid as a
matter of law, the Company will, immediately after such determination, grant to
the Optionee new options which are as similar as is practicable to those granted
hereunder.
6. LEGEND ON CERTIFICATES. All certificates representing shares of
Common Stock issued pursuant to the exercise of Options granted hereunder shall
bear the following legend:
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"The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold,
transferred, pledged, hypothecated or otherwise disposed of in the absence
of (i) the effective registration statement for such securities under said
act or (ii) an opinion of company counsel that such registration is not
required."
7. STOCK SPLITS, MERGERS, ETC.. In case of any stock split, stock
dividend or similar transaction which increases or decreases the number of
outstanding shares of Common Stock, appropriate adjustment shall be made by the
Board of Directors, whose determination shall be final, to the number of shares
of Common Stock which may be purchased under the Option. In the case of a
pending merger, sale of assets or similar transaction which will result in a
replacement of the Common Stock with stock of another corporation, the period
during which such Options may be exercised shall be not less than three months,
but in no event shall any period longer than three months extend beyond the date
of merger, sale of assets or similar transactions.
8. METHOD OF EXERCISING OPTIONS. Subject to the terms and conditions
of this Agreement, the Option may be exercised by written notice (the "Exercise
Notice") from the Optionee delivered to the Company stating the election to
exercise the Option and the number of shares of Common Stock in respect of which
it is being exercised (which shall not be less than 100 or the remaining Common
Stock covered by the Option), and shall be signed by the person so exercising
the Option. The Exercise Notice shall be accompanied by the full Option Price
for the Common Stock in respect of which the Option is being exercised. In the
event the Option shall be exercised by any person or persons other than the
Optionee, pursuant to Paragraph 4 hereof, such notice shall be accompanied by
appropriate proof, reasonably satisfactory to the Company, of the right of such
person or persons to exercise the Option.
Payment of the Option Price may be made in cash, in shares of Common
Stock of the Company, or a combination of cash and shares of stock of the
Company. To the extent payment is made in cash, such payment shall be made by
certified or bank cashier's check, or the equivalent thereof, payable to the
order of the Company. In the event payment is made in Common Stock of the
company, the amount of payment tendered the Company shall be measured by the
fair market value of the average of the closing bid and ask price on the date
immediately preceding the date of the exercise notice.
The certificate or certificates for the Common Stock in respect of
which the Option shall have been exercised shall be registered in the name of
the person or persons exercising the Option, or, if the Option is exercised by
the Optionee and if the Optionee shall so request in the exercise notice, shall
be registered in the name of the Optionee and
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another person jointly, with right of survivorship, and shall be delivered as
provided above to or upon the written request of the person or persons
exercising the Option. All of the common Stock purchased upon the exercise of
the Option as provided herein shall, when issued, be fully paid and
nonassessable. The Option shall not be exercisable for fractional shares.
9. UNDERTAKING. The Company may, at any time during the period in
which this Option or any part thereof remains in existence, including the period
immediately following any attempt to exercise the Option by the holder but,
prior to the delivery of the Common Stock, require the person attempting to
exercise the Option to execute one or more undertakings, in a form satisfactory
to the company, that such shares of Common Stock are being acquired for
investment and not for resale, acknowledging that no representations have been
made by the Company and that the Company is relying on Optionee's
representation.
The Company may also require the person exercising this Option to
deliver to the Company an acknowledgment that he or she has reviewed the
Company's latest financial reports, has determined independently to exercise the
Option, has carefully reviewed such material as has been made available to him
or her, is aware that the shares of Common Stock being acquired are
unregistered, that the company is not obligated to transfer the Common Stock
acquired unless the transfer is in compliance with Federal Securities Law,
pursuant to an effective registration statement.
10. GENERAL. The Company shall at all times during the term of the
Option reserve and keep available such number of shares of Common Stock as will
be sufficient to satisfy the requirements of this Agreement, shall pay all
original issue taxes with respect to the issuance of shares of Common Stock
pursuant hereto and all other fees and expenses necessarily incurred by the
Company in connection therewith. Notwithstanding the preceding sentence, the
company shall have no obligation to pay any income tax incurred by the Optionee
or those claiming through such Optionee, with respect to the exercise of the
Option or any part thereof.
11. NOTICES. Each notice relating to this Agreement shall be in
writing and delivered in person, by overnight courier or by first class mail,
postage prepaid, to the proper address. Each notice shall be deemed to have
been given on the date it is received. Each notice to the Company shall be
addressed to it at its then principal office, currently 000 Xxxxx Xxxxxx, Xxxxx
000, Xxx Xxxxxx, Xxxxxxxxxx 00000. Each notice to the Optionee or other person
or persons then entitled to exercise the Option shall be addressed to the
Optionee or such other person or persons at the Optionee's address set forth in
the heading of this Agreement. Anyone to whom a notice may be given under this
Agreement may designate a new address by notice to that effect given in
accordance with this Paragraph 11.
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12. ENFORCEABILITY. This Agreement shall be binding upon the
Optionee, his estate, his personal representatives and beneficiaries and shall
be governed by the laws of the State of California.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officers thereunto duly authorized, and the Optionee has
hereunto set his hand all as of the day and year first above written.
CHILDREN'S DISCOVERY CENTERS
OF AMERICA, INC.
By:_________________________
By:__________________________
("Optionee")
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